Enterprise Terms of Service

These Enterprise Terms of Service (these "Terms") apply between Countly Ltd ("Countly," "we," "our," or "us") and a customer ("Customer," "you," or "your") whose agreement with Countly, including its quotes and order forms (the "Agreement"), refers to them. "Services" means the Countly software and services Countly provides under the Agreement.

If the Agreement conflicts with these Terms, the Agreement prevails.

Please read these Terms carefully, as they affect your legal rights.

Intellectual Property and Acceptable Use

The Countly software, its documentation and all other material that Countly provides are the property of Countly, our affiliates or other relevant third parties, and may be used only as the Agreement allows. You own the data that you and your end users load into your Countly server ("Customer Data").

Nothing in these Terms grants, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed in the Services without the owner's prior written permission.

Prohibited Use

You may not use the Services for any of the following purposes:

• in any way which causes, or may cause, damage to the Services or interferes with any other person's use or enjoyment of the Services;
• in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
• making, transmitting, or storing electronic copies of material protected by copyright without the permission of the owner.

Accounts and Users

You must keep the details you give us about your organisation, your contacts and the users of our support portal correct and complete. You are responsible for the dashboard users you create on your Countly server and for keeping their credentials secure.

We may suspend a support portal account with immediate effect for any reasonable purpose or if you breach these Terms.

Privacy and Connected Services

Our Enterprise Privacy Policy (countly.com/legal/enterprise-privacy) explains how we use the personal data of your personnel and authorised users, and our Connected Services and Telemetry notice (countly.com/legal/connected-services) describes the information the Countly software sends to Countly and which parts can be switched off.

Availability and Disclaimers

The Services are provided "as is" and on an "as available" basis. To the maximum extent permitted by law, we give no warranty that the Services will be free of defects or faults, and no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility, or satisfactory quality.

Whilst Countly uses reasonable endeavors to keep the Services secure and free of errors, viruses, and other malware, we give no warranty or guarantee in that regard, and you are responsible for the security of your own systems, including any infrastructure on which you run the Countly software. Except as the Agreement provides otherwise, Countly accepts no liability for any disruption or non-availability of the Services.

Countly may change, suspend, or discontinue features of the Services as the Agreement allows. These Terms continue to apply to any modified version of the Services unless it is expressly stated otherwise.

Limitation of Liability

Nothing in these Terms will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.

We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.

Except as the Agreement provides otherwise, and to the maximum extent permitted by law, Countly accepts no liability for any of the following:

• any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill, or commercial opportunities;
• loss or corruption of any data, database, or software;
• any special, indirect, or consequential loss or damage.

General

You may not transfer any of your rights under these Terms to any other person. We may transfer our rights under these Terms where we reasonably believe your rights will not be affected.

We may update these Terms from time to time. Where a quote or agreement attaches these Terms, the attached version applies until a later quote or agreement attaches or refers to an updated version.

These Terms, together with the Agreement and the documents incorporated in either, contain the whole agreement between the parties relating to their subject matter and supersede all prior discussions, arrangements, or agreements that might have taken place in relation to them.

The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party will have any right to enforce or rely on any provision of these Terms.

If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

Unless otherwise agreed, no delay, act, or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

These Terms shall be governed by and interpreted according to the law of England and Wales and all disputes arising under these Terms (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Data Processing Agreement

‍The data processing agreement in your Agreement governs how Countly processes the personal data in Customer Data on your behalf. Where your Agreement contains none, or for Processing that it does not cover, our Countly-hosted Data Processing Agreement (countly.com/legal/enterprise-hosted-dpa) or Support and Connected Services Data Processing Agreement (countly.com/legal/enterprise-self-hosted-dpa) applies, according to your hosting arrangement.

EU Artificial Intelligence Act Compliance

You must not use the Services or the AI Assistant for any practice prohibited by Article 5 of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689). The AI Assistant is not designed or intended for any high-risk use listed in Annex III of that Act, and you must not use it for one.

AI Assistant Functionality and Transparency

(a) The Services may include access to an AI-powered assistant (the “AI Assistant”) that uses models operated by third-party providers. The AI Assistant is designed to assist the Customer in querying, analyzing, and interpreting data processed within the Services.
(b) The Customer acknowledges and agrees that responses generated by the AI Assistant are automatically produced by an AI system and have not been independently verified by Countly; outputs may be inaccurate, incomplete, misleading, or reflect biases present in the underlying models or training data; and the AI Assistant does not constitute legal, financial, medical, or other professional advice, and should not be relied upon as the sole basis for any decision.

Indemnification

The Customer shall indemnify, defend, and hold harmless Countly and its affiliates, officers, employees, and agents from and against any claims, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising from the Customer’s violation of the EU AI Act, GDPR, or other applicable laws in connection with the Customer’s use of the Services or AI Assistant.

Countly Ltd Details

Countly Ltd is a company incorporated in England and Wales with registered number 8568329 whose registered address is 1 Bow Churchyard, London EC4M 9DQ, and it operates the website www.countly.com. The registered VAT number of Countly Ltd is GB168599344.

You can contact Countly Ltd by email at hello@count.ly.