What is CountUp?
At one point or another, pretty much every startup needs to speak with a CPA. Current accounting solutions do a great job at recording data but hiring the right accountant can be a tough process, it can be expensive and take a lot of time and resources to engage appropriate professionals for your specific needs.
CountUp.io is a free platform for entrepreneurs to find and work with on demand CPAs. Drop the inflated accounting firm hourly rates, physical visits to 'brick & mortar' locations, and wasted time searching on your own. Just input your required services and you’ll get matched with a licensed accountant who will handle it for you.
Is CountUp an accounting firm?
CountUp is not an accounting firm – we don’t provide accounting services but independent accountants in our network do. We pair customers with appropriate accountants for their needs and provide online collaboration tools to streamline the engagement process.
Are these quality accounting services?
We personally review and curate every accountant on the platform for proper certifications, malpractice insurance, and a minimum of four years’ experience. Experts in our network range from financial executives, top MBAs, former Big 4 CPAs, and analysts from leading companies. They can help with anything from taxes, payroll, bookkeeping, and incorporation to budgeting, valuations, fundraising and CFO services. CountUp is having the access to a firm with an endless supply of top on-demand accounting talent, minus the massive overhead cost associated.
What software do participating accountants use?
CountUp is not competing with Accounting Software companies like QuickBooks and Xero. Our value is in connecting startups and small businesses with the most appropriate accountants. Participating accountants are not exclusively affiliated with any particular accounting software solution, instead they help you set up and automate most accounting tasks using the most appropriate software for your business needs. Because let’s face it: there isn’t single accounting software that is perfect for everyone. So essentially you can either have your accountant completely take over all implementation and monthly management of your accounting software, OR you can get trained and continue managing it on your own.
How does CountUp make money?
CountUp is free for users. Accountant providers pay a transaction fee for each project completed. We help accountants automate client discovery, on-boarding and engagement processes. This lets them offer accounting services at up to 50% lower than traditional accountants.
How do I get started?
Get started with your name, email, and choose the service you are looking for. Depending on your selection, you will answer a few targeted questions to help us match you with the most appropriate accountants. Within 15 minutes accountants will start reaching out to you with personalized tips and fixed fee price quotes. Chat to find out more info and hire the right pro for your needs. We’ll be here every step of the way to make sure it’s a smooth process for both sides. Once the work is completed, you’ll have a chance to review everything.
Is there a money back guarantee?
Yes, all projects on CountUp come with a guarantee. Your money is released only when you approve the final work product. If the work is not the same as represented in the project, the money will be returned to you.
Who made this?
Nodar Janashia, co-founder & CEO, was a former accountant himself working within corporate tax at BDO in New York. His passion for accounting started while interning at Ernst & Young (one of the ‘Big 4’ firms) while still in high school. If you want to get involved, connect with us on our social channels, such as Twitter and Facebook. We’d love to hear from you.
Effective as of February 1, 2016
a. The term “Service” refers to the services provided by CountUp, including without limitation access to CountUp’s online community; communication tools; document management and storage solutions; and payment services. CountUp does not provide an accountant referral service. We provide a venue for our Users to meet and exchange information with our Accountant Users.
c. The “Website” refers to CountUp’s website located at https://www.countup.io, all subpages and subdomains, and all content, services, and products available at or through the Website.
d. “CountUp,” “We,” and “Us” refer to CountUp, Inc., as well as our affiliates, directors, subsidiaries, officers, and employees. Accountant Users are not part of CountUp.
e. “The User,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be an Accounting Client, an Accountant User, both, or neither.
f. “Accountant Users” refer to registered accountant users in the accounting field who may provide contracting or consulting work to CountUp Users, who communicate with Accountant Users via the Service. Accountant Users are not the employees or agents of CountUp. Please see Section 6 of this Agreement for more information about Accountant Users.
g. “Accounting Clients” refer to 1) Users who submit requests for proposals from Accountant Users for providing accounting services for a fee (“Jobs”); and 2) Users who contract with Accountant Users for additional work beyond the initial Job which established the Accountant User-Accounting Client relationship. Accountant Users may submit proposals (“Bids”) for such Jobs and may also establish terms of the relationship with the Accounting Client via a signed engagement letter or other written agreement. Please see Section 6(b) for more information about Jobs, Bids, and Accounting Clients.
h. “Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content, which may be submitted by any CountUp User (Accounting Client or Accountant User).
2. About the CountUp Service. The CountUp Service is a platform for collaboration and communication between accounting professionals and Users seeking accounting help. The CountUp Service provides access to CountUp’s virtual community of professional Accountant Users; easy collaboration through CountUp’s communication management tools; document management and storage; and simple, secure payment and invoicing tools.
a. CountUp Is Not An Accounting Firm. CountUp does not offer accounting services or representation. CountUp does not offer any financial or accounting advice, opinions, recommendations, referrals, or counseling. Accountant Users are not the employees or agents of CountUp. CountUp is not involved in agreements between Users or in the representation of Users. At no point may CountUp be held liable for the actions or omissions of any Accountant User performing accounting services for you.
b. CountUp Is Not An Accountant Referral Service. CountUp is not an accountant referral service. CountUp does not select or endorse any individual Accountant User to service a User. While CountUp uses commercially reasonable efforts to verify that our registered Accountant Users are licensed accountants (i.e., Certified Public Accountants Users), we do not make any warranty, guarantee, or representation as to the accounting ability, competence, quality, or qualifications of any Accountant User, whether a registered or Certified Public Accountants Users. You are strongly advised to perform your own investigation prior to selecting an Accountant User by confirming with the appropriate licensing authorities to verify listed credentials and education, and to further verify information about a particular subscribed Accountant User by confirming with the accountant’s office, the state AICPA, FASB and NASBA associations. CountUp does not warrant or guarantee that Accountant Users are covered by professional liability insurance or malpractice insurance. CountUp encourages Accounting Clients to research any Accountant User before accepting professional advice.
c. CountUp does not vouch for any of its Users. Providing a service where potential clients and accounting professionals can meet does not imply an endorsement of any subscribing accountant or service provider. CountUp does not sanction statements an accountant may post on the system. CountUp makes no representation concerning the qualifications of non-accounting service providers.
d. CountUp Does Not Guarantee Results. From time to time, Accounting Clients may submit reviews of Accountant Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future accounting matter. CountUp will have no responsibility or liability of any kind for any User-Generated Content or accounting advice or financial advice you encounter on or through the Website, and any use or reliance on User-Generated Content or accounting advice or financial advice is solely at your own risk. We have no control over, and cannot guarantee the availability of any Accountant User at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Website or Services whatsoever.
e. Use of CountUp Does Not Create An Accountant-Client Relationship With CountUp. CountUp does not offer accounting advice or services. Any use of the CountUp Service is not intended to, and does not, create an accountant-client relationship. Any communication via CountUp may not be held confidential. CountUp is not liable for the actions or omissions of any Accountant User performing consulting services for you. If you submit an accounting related question or service request to CountUp, answers are (i) provided by independent accounting professionals and organizations, (ii) for informational purposes only, and (iii) do not establish any accountant-client relationship.
3. User Responsibilities. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.
a. User Account Security. If you sign up for the Service, you will create a personalized account, which includes a unique username and a password to access the Service and to receive messages from CountUp. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify CountUp immediately of any unauthorized use of account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account. Some of our service providers include:
-Amazon Web Services (web hosting)
While we take care to use only service providers that we believe are reputable and able to live up to our and your expectations, including about the handling of confidential information, CountUp is not liable for unlawful or unauthorized use of confidential information by any of such persons unless such unlawful use was a direct result of our gross negligence or willful misconduct.
b. Relationship with Accountant Users. Because we cannot guarantee the fitness of any of our Accountant Users for your specific needs, we encourage Accounting Clients to research any Accountant User before accepting professional advice. Accounting Clients may also request a written engagement agreement specifying the terms, scope, limitations, and conditions of the engagement.
c. No Reliance on User-Generated Content. User-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not a substitute for professional accounting advice or a solicitation to offer accounting advice regarding specific facts. You should not delay or forego seeking accounting advice or disregard professional accounting advice based on User-Generated Content. Delay in seeking such accounting advice could result in waiver of any claims you may have, depending on the applicable statute(s) of limitation. User-Generated Content is not regulated by any state or national accountant associations.
d. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of accounting age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other CountUp policies.
4. Use and Conduct Restrictions. You are allowed to use the service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.
a. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that
i. is unlawful or promotes unlawful activity
ii. defames, harasses, abuses, threatens, or incites violence towards any individual or group
iii. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability
iv. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
v. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
vi. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights
vii. impersonates any person or entity, including any of our employees or representatives; or
viii. violates the privacy of any third party.
b. Users Must Be Over Age 18. You represent that you are over the age of 18. CountUp does not target our Content to children or teenagers under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.
c. No Liability for User Interactions; CountUp May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Job Postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.
d. Prohibited activities. Users have to use our Website for all communications, payments, and file sharing/work submission. Prohibited activities include but are not limited to: sharing your personal email to take the conversation off the Website; sharing, replicating or disclosing in any way any information, files or any other data you receive from job request forms; receiving or making payments outside of CountUp platform; receiving partial payments on CountUp platform and using third party providers to process the remaining amounts; encouraging users to take the conversation off The Website.
5. User-Generated Content. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.
a. Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.
b. Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.
d. Ownership of User-Generated Content. Except for Content that originates from CountUp, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post.
e. License Grant. Solely to allow CountUp to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant CountUp and our successors a worldwide, sublicense able, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with CountUp’s business purpose. This license does not grant CountUp the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.
6. Accountant Users. Accountant Users are independent accounting professionals who offer to perform accounting services for prospective Accounting Clients. They are not employees of CountUp.
a. No Accountant-Client Relationship through Website Use. Use of the CountUp Website may not form an accountant-client relationship with Accountant Users. Information posted publicly on the Website; or information sent in an unsolicited message to a User is not intended as accounting or financial advice, is not confidential, and does not create an accountant-client relationship. It is considered User-Generated Content.
c. User Responsibilities. Accountant Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including without limitation User-Generated Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of accounting and those regulating the form, manner or content of communications with clients, advertising, or other matters.`
d. Payment of Accountant Users. Certain specific terms govern Accountant Users and payment.
i. CountUp Is Not A Party To Contracts. Accounting Clients may contract with Accountant Users through posting and acceptance of Jobs. Such contracts are solely between the Accounting Client and the Accountant User. CountUp will not be a party to any contracts for Jobs submitted through our Service, unless posted by a CountUp officer. CountUp facilitates these contracts by supplying a platform for communication management and payment tools.
ii. All Accounting Fees Are Paid To Accountant Users. CountUp does neither provide nor charge for accounting services. CountUp may charge a transaction fee for each Job facilitated by CountUp in exchange for the services CountUp provides to our Users
iii. Accountant Users Must Receive Payment Through The Service For All User Transactions. Accountant Users who receive Jobs through the Service must receive payment through the Service relating to that User. CountUp will terminate an Accountant User’s access to and use of the Website if such Accountant User is found to be accepting payment outside the Service for clients found through the Service.
iv. Use of Coupons Does Not Imply An Attorney-Client Relationship. From time to time, Accounting Clients will have access to discounts supplied by the Service which, in part, may use CountUp funds to pay for a portion of the accounting fees paid by Accounting Clients to Accountant Users. The use of such coupons does not imply any accountant-client relationship between CountUp and the Accountant User where a coupon is used for any paid billings from an Accounting Client.
7. Third Party Content. There may be content from third parties on CountUp’s website, such as blog posts written by other users or links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.
a. Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for CountUp to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.
b. No Responsibility For Third Party Content. As part of the Service, CountUp may provide you with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Service subscribers. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than CountUp. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.
c. No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by CountUp’s terms and conditions.
8. Copyright Infringement and DMCA Policy. If you believe that material located on or linked to by CountUp violates your copyright, please notify CountUp in accordance with our Digital Millennium Copyright Act Policy.
a. Termination of Repeat Infringer Accounts. CountUp respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a User’s access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of CountUp or others. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
b. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending a properly formatted take-down notice in writing to CountUp at 2785 West 5th Street, Unit #1F, Brooklyn NY, 11224.
c. Response To DMCA Take-Down Notices. If CountUp takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to CountUp. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.
d. Counter-Notices. If you believe that your User-Generated Content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content you submitted to the Website, you may send a properly formatted counter-notice to CountUp using the contact information set forth above.
e. Response to DMCA Counter-Notices. If a counter-notice is received by CountUp, we may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
9. Intellectual Property Notice. CountUp retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.
a. No Transfer. CountUp retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any CountUp or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.
b. Specifically, CountUp, CountUp.io, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of CountUp, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from CountUp, except as an integral part of any authorized copy of the Content.
10. Email Communications. We use email and electronic means to stay in touch with our users.
b. Legal Notice To CountUp Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute Legal notice to CountUp or any of our officers, employees, agents or representatives in any situation where notice to CountUp is required by contract or any law or regulation.
11. Termination. You may cancel this Agreement and close your account at any time. Termination of the CountUp Service does not terminate accountant-client relationships or obligations.
a. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using CountUp. If you wish to delete your User account data, please contact CountUp at [email protected] We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 30 days.
b. CountUp May Terminate This Agreement. CountUp may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
c. Relationships Between Attorney And Client Survive Termination. Termination of your relationship with CountUp does not affect your relationship with any Accountant or client you have retained through the CountUp Service. All accounting, contractual, and ethical duties, obligations and responsibilities survive termination of the CountUp relationship.
d. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
12. Payment and Transactions.
a. Payment Process. Payment will be process using Accounting Client's credit card, debit card or bank account, as specified in the proposal and/or invoice and agreed upon by the Accounting Client and the Accountant User. When a Job (or a segment thereof as pre-agreed in writing by the Accounting Client and the Accountant User) is marked as completed by the Accountant User, CountUp will inform the Accounting Client that the Job (or a segment thereof as pre-agreed in writing by the Accounting Client and the Accountant User) is complete. The Accounting Client must then mark the agreed-upon amount complete or request changes. If the Accounting Client has taken no action after 10 business days, CountUp will have the right to charge the Accounting Client's credit card or bank account for the full amount of the agreed-upon fee or undisputed invoice, in addition to CountUp’s processing fee, if any. The Accounting Client may submit disputes over payment to [email protected] provided that he or she adheres to the other conditions set forth in Section 14 (Accounting Client-Accountant User Dispute Resolution Procedures).
b. Responsibility for Payment. You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay the Accountant User through CountUp the amount agreed on in the Bid or undisputed invoice, unless you dispute the matter by sending an email to [email protected] and adhere to the other conditions set forth in Section 14 (Accounting Client-Accountant User Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment.
c. CountUp’s Responsibility. CountUp agrees to present you with a full invoice of each charge in advance of charging your credit card, debit card or bank account. CountUp agrees to pay the applicable Accountant User the amount received, less CountUp’s processing fee, if any.
d. Payment Authorization. By agreeing to these terms, you are giving CountUp permission to charge your on-file credit card, debit card, bank account, or other approved methods of payment for fees that you authorize CountUp to satisfy. Depending on your Bid specifications, CountUp may charge you on a one-time or recurring basis. You authorize CountUp to charge you the full amount owed to any Accountant User via the Service, as well as CountUp’s processing fee, if any. For the avoidance of doubt, in the event that in a particular instance a Accountant User only uses the Services to invoice you for accounting services other than those which are the subject of a Bid, by placing your credit card, debit card or bank account on file with CountUp or our third party payment processor, you acknowledge and agree that the payment terms set forth in this Section 12 shall apply.
e. Processing Fee Authorization. An applicable processing fee may be applied to payments to Accountant Users prior to deposit in their bank account. By agreeing to these terms, you are giving CountUp permission to charge this fee and are fully aware that it is part of the transaction between yourself and the Accountant User.
13. Verified Accountant User Limited Payment Guarantee. CountUp guarantees the payment of each Verified Accountant User’s invoice for the completion of Jobs (or a segment thereof as pre-agreed in writing by the Accounting Client and the Accountant User) for Accounting Clients (CountUp’s “Limited Payment Guarantee”), subject to the following terms and conditions (the “Limited Payment Guarantee Conditions”):
a. The Accounting Client has failed to mark the project complete and satisfy the Verified Accountant User’s invoice (the dollar amount of such invoice, the “Unpaid Invoiced Amount”) by the end of the tenth (10th) calendar day after the invoice has been submitted (such date, the “Accounting Client Payment Due Date”).
b. The Verified Accountant User has submitted to CountUp a written claim for the Unpaid Invoiced Amount (i) within a twenty-one (21) calendar day period, beginning on the day immediately following the Accounting Client Payment Due Date (such period, the “Verified Accountant User Claim Submission Period”) and (ii) provide in reasonable detail the facts and circumstances of the Job, including any rationale provided by the Accounting Client for his/her failure to make such payment and/or any rationale the accountant can in good faith speculate on as to why client refuses to make payment (such claim, a “Limited Payment Guarantee Request”). Failure to submit the Limited Payment Guarantee Request within the Verified Accountant User Claim Submission Period shall constitute such Accountant User’s permanent waiver of his or her right to receive the Unpaid Invoiced Amount from any person or entity, including CountUp and the Accounting Client. To the extent that CountUp determines in its sole and absolute discretion that it is commercially reasonable to do so, it may continue its collection efforts with the Accounting Client and if successful, the Verified Accountant User will receive his/her portion of the collected amount, minus any reasonable CountUp out-of-pocket collection expenses, pursuant to 12.e above.
c. In the event that the Verified Accountant User does submit a Limited Payment Guarantee Request within the Verified Accountant User Claim Submission Period, and such request contains the information set forth in clause 13.b. above, CountUp will attempt in good faith to work with the Accounting Client and Verified Accountant User for a period of up to seven (7) calendar days from the date of the Limited Payment Guarantee Request (such period, the “Payment-Related Disputed Matter Mediation Period”) to resolve the matter which is the subject of the Limited Payment Guarantee Request (the “Payment-Related Disputed Matter”). In the event that the Payment-Related Disputed Matter is successfully resolved within the Payment-Related Disputed Matter Mediation Period, each of the Accounting Client, Verified Accountant User and, if relevant, CountUp will take the agreed upon steps to execute the agreed-upon resolution.
d. In the event that the Payment-Related Disputed Matter remains unresolved at the conclusion of the Payment-Related Disputed Matter Mediation Period, by no later than the seventh (7th) calendar day after the end of the Payment-Related Disputed Matter Mediation Period (the date such determination is communicated in writing to the Accounting Client and Verified User Accountant, the “CountUp Disputed-Amount Determination Date”), CountUp shall make a determination in its sole and absolute discretion (the “CountUp Disputed Matter Decision”), based upon the information theretofore provided by Verified Accountant User and, if provided, the Accounting Client, as to whether the nature and quality of the accounting services rendered in connection with the related Job are consistent with industry standards, the provisions of the related Bid and these Terms and Conditions. Should CountUp decide the Payment-Related Disputed Matter in favor of the Verified Accountant User, CountUp shall remit the Unpaid Invoiced Amount to the Verified Accountant User within seven (7) calendar days after the CountUp Disputed-Amount Determination Date, and the Verified Accountant User shall be deemed to have assigned all of his or her rights with respect to the Payment-Related Disputed Matter to CountUp. Notwithstanding anything stated herein or otherwise to the contrary, the dollar amount sought under this Section 13 shall not exceed the amount initially contracted between Accounting Client and Verified Accountant User in relation to the Job or an amount subsequently agreed to in a signed engagement letter or other written agreement between the parties, and in any event shall never exceed $5,000 in aggregate across all unpaid invoices sent by the Verified Accountant User to the Accounting Client.
e. Should CountUp decide the Payment-Related Disputed Matter in favor of the Accounting Client, the Accounting Client shall no longer be obligated to make payment of the Unpaid Invoiced Amount to the Verified Accountant User and shall be deemed to have assigned all of his or her rights with respect to the Payment-Related Disputed Matter to CountUp as of the CountUp Disputed-Amount Determination Date. In such event, the Verified Accountant User shall (i) be deemed to have waived his or her rights to seek such amounts from the Accounting Client, and (ii) have the right to initiate binding arbitration proceedings with respect to the Unpaid Invoiced Amount against CountUp which are equivalent to those proceedings set forth in Section 20.d. hereof (Arbitration) by providing CountUp with written notice of his or her exercise of such right within ten (10) calendar days after the end of the CountUp Disputed-Amount Determination Date (such period, the “Payment-Dispute Arbitration Election Time Period”). In the event that the Verified Accountant User does not exercise his or her right to initiate arbitration proceedings during the Payment Dispute Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Unpaid Invoiced Amount.
14. Accounting Client-Verified Accountant User Dispute Resolution Procedures. In the event that an Accounting Client has a good faith belief that the nature or quality of the accounting services rendered by a Verified Accountant User in connection with the relevant Job are not consistent with industry standards or the provisions of the related Bid or these Terms and Conditions, or the amounts invoiced for the accounting services provided by such Accountant User are not consistent with such Bid (such matter, a “Services-Related Disputed Matter”), he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):
b. In the event that the Accounting Client does submit a Services-Related Dispute Notice within the Accounting Client Dispute Notice Period, and such request contains the information set forth in clause 14.a. above, CountUp will attempt in good faith to work with the Accounting Client and Verified Accountant User for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Accounting Client, Verified Accountant User and, if relevant, CountUp will take the agreed upon steps to execute the agreed-upon resolution.
c. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, CountUp shall make a determination in its sole and absolute discretion (the “CountUp Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Accounting Client and Verified Accountant User, as to whether the nature and quality of the accounting services rendered in connection with the Job which is the subject of the Services-Related Disputed Matter were consistent with industry standards, the provisions of the related Bid and these Terms and Conditions. Should CountUp decide the Services-Related Disputed Matter in favor of the Verified Accountant User, the Accounting Client shall be obligated to make payment of the Withheld Payment Amounts to such Accountant User within the seven (7) calendar day period after the date on which such Accounting Client is notified in writing of the CountUp Services-Related Disputed Matter Decision (the “CountUp Services-Related Disputed Matter Decision Notice”). In the event that the Accounting Client fails to make timely payment, CountUp will remit the Withheld Payment Amounts to the Verified Accountant User who will assign his or her rights to reimbursement for such amounts to CountUp which may, in its sole discretion, process payment pursuant to Section 12.d and/or elect to pursue its rights and remedies against the Accounting Client.
d. Should CountUp decide the Services-Related Disputed Matter in favor of the Accounting Client, the Accounting Client shall no longer be obligated to make payment of the Withheld Payment Amounts to the Verified Accountant User and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to CountUp. In such event, the Verified Accountant User shall (i) be deemed to have waived his or her rights to seek such amounts from the Accounting Client, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against CountUp which are equivalent to those proceedings set forth in Section 20.d. hereof (Arbitration) by providing CountUp with written notice of his or her exercise of such right within ten (10) calendar days after the date of the Services-Related Disputed Matter Decision Notice (such period, the “Services-Related Arbitration Election Time Period”). In the event that the Verified Accountant User does not exercise his or her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Withheld Payment Amounts.
In the event that the Verified Accountant User and Accounting Client have both timely availed themselves of the rights set forth in Section 13 and Section 14, the procedures set forth in Section 14 shall take precedent over the proceedings set forth in Section 13 and the Verified User Accountant agrees to permanently waive his or her right to pursue his or her rights set forth in Section 13 with respect to the facts and circumstances underlying the Payment-Related Disputed Matter.
The procedures set forth in this Section 14 shall be referred to herein as the “Alternative Dispute Resolution Procedures”.
15. Disclaimer of Warranties. We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
a. CountUp provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, CountUp expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
b. Specifically, CountUp makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
16. Limitation of Liability. We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.
a. To the extent permitted by applicable law, in no event will CountUp be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with CountUp or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other accounting theory, and whether or not CountUp has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. CountUp will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
18. Release and Indemnification.
a. You agree to indemnify and hold harmless CountUp from and against any and all claims and expenses, including accountants’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.
b. If you have a dispute with one or more Users, you release CountUp from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a New York resident, you waive New York Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
a. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and CountUp and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of New York, without regard to conflict of law provisions. You and CountUp agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of New York, New York, except as provided below in this Agreement.
b. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of CountUp to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
c. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with CountUp must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
d. Arbitration. Should a dispute arise between you and CountUp, we would like to provide you with a neutral and cost-effective means of resolving the dispute quickly. Therefore, for any claim (except for claims for injunctive or equitable relief or claims regarding intellectual property rights) under this Agreement , either party may elect to resolve any dispute arising under this Agreement through binding non-appearance-based arbitration. The party electing arbitration must initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
f. Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
Copyright © 2016 CountUp, Inc. All rights reserved.
Effective as of February 1, 2016
Becoming a User: You may visit our Website without creating an account, but you will not have full access to our Service. Visitors who wish to use the Service must create an account, thus becoming a User. To create an account, Users must either provide CountUp with personal contact information, such as name and email address or sign in to CountUp via Google’s authentication service (please see Section 5, “Gathering and protecting the information we collect,” for details about this form of authentication).
We only gather the information you give us access to, and we only use it as described below. We only collect the minimum amount of personal information necessary or appropriate to fulfill the purpose of your interaction with us or to serve you more relevant ads or promotional offers.
User Personal Information does not include aggregated, non-personally identifying information. You may refuse to supply personally-identifying information; however, that refusal may prevent you from using CountUp’s Service.
No information about children: CountUp does not knowingly collect information from, or direct any of our content specifically to, children or teenagers under the age of 18. If we learn or have reason to suspect that a User of our Service is under the age of 18, we will promptly delete any personal information in that User's account.
Location-based data: CountUp also makes use of location-based data for our Website. If you allow these Services, we will ask you to enter your general location. We use this information to provide Services to you or to serve you more relevant ads or promotional offers, not to personally identify you. If you choose not to allow CountUp to access your location, some or all functionality may not be available to you.
Confidentiality and Job Postings: In order to access the Service, Job Posters may post certain information via an online Job Form or by speaking with a CountUp employee. This information may include, among other things, a description of the Job Poster’s business and accounting question(s). This posted Job will be viewed by those Accountant Users who have access to view posted Jobs and may be viewed by CountUp employees to ensure quality control and provide technical support.
To provide the Services you request: CountUp uses User Personal Information to perform and provide the Services you request. For instance, we use User Personal Information to allow Job Posters to select the best Accountant User for their needs; facilitate communication between Accountant Users and Job Posters; and simplify invoicing and billing for Jobs. We use location-based data to allow Accountant Users to bid on Jobs in their local area and jurisdiction. We also use User Personal Information to populate online profiles.
To communicate with Users: CountUp may also use User Personal Information to communicate with Users. For instance, CountUp may use information you provide to send you information regarding our Services, such as promotions or events; to provide you with technical support; to solicit feedback about our Service; or to notify you if our policies change.
To improve our Service: CountUp may use aggregated, non-personally identifying information gathered from our web server to operate, improve, and optimize our Website and Service.
Serving more relevant ads: We may use Personal or Non-Personal Information to serve you more relevant ads or promotional offers.
If you upload a document: If you choose to upload a document by using our documents feature, only CountUp Accountant Users may review such documents. All documents shared are available in "View Only," mode to such Accountant Users.
To our employees, other affiliates and third party service providers: CountUp discloses User Personal Information only to those of our employees, third party contractors (e.g., our email service providers and payment processors), and affiliated organizations that need to know this information in order to process it on our behalf or to provide or improve our Service. In addition, our employees and other affiliates have agreed not to disclose this information to others, in accordance with terms and conditions at least as restrictive as this Privacy Statement. Some of our employees, contractors, and affiliated organizations may be located outside of your home country; by using CountUp’s Service, you consent to the transfer of such information to them. Please see Section 5, “Gathering and protecting the information we collect,” for more details.
Advertising; Third-party tracking, re-targeting or analysis: CountUp may from time to time share, sell, rent, or trade User Personal and/or Non-Personal Information with third parties or permit third-party tracking, re-targeting or data analysis across our Website or Service for their or our promotional purposes (e.g., to serve you more relevant advertisements or promotional offers). These third parties may collect more information than CountUp collects.
General information about Users: CountUp may disclose aggregated User Non-Personally Identifiable Information about how our Users, collectively, use our Service, so that we may share general information about our Service, such as statistics about the average cost of accounting services.
Temporary cookies: CountUp uses temporary, or “session-based,” cookies, which are removed when you close your web browser or reboot your computer or device. We use session-based cookies to provide Services to you while you navigate our Website; remember that you are logged in during your visit; keep track of your progress as you post or bid on a Job; and increase Website security.
Persistent cookies: CountUp uses permanent, or “persistent,” cookies, which remain stored on your computer or device until deleted, or until they reach a specified date of expiration. We use persistent cookies to enable us to remember you each time you visit our Website; keep track of your preferences in relation to your use of our Website; allow you to log in without re-entering your password every time you visit; and serve you more relevant advertisements or promotional offers.
The cookies CountUp sets are essential for the operation of the Website, are used for performance or functionality; or serve you more relevant advertisements or promotional offers. By using our Website, you agree that we can place these types of cookies on your computer.
Industry standards in data security: CountUp takes all measures reasonably necessary to protect User Personal Information from unauthorized access, alteration, or destruction; maintain data accuracy; and help ensure the appropriate use of User Personal Information. We follow generally accepted industry standards to protect the User Personal Information submitted to us, both during transmission and once we receive it. No method of transmission, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee its absolute security.
No responsibility for third party service providers’ security: In addition, while we take measures reasonably necessary to ensure that our third party service providers, such as our payment processing and data tracking, re-targeting or data analysis services, keep your information secure, these organizations' practices are ultimately beyond our control. By using our Service, you acknowledge that you understand and agree to assume these risks.
Documents, in general: CountUp uses third party service providers to transmit, store, encrypt, process and display uploaded documents on our behalf. CountUp has taken measures reasonably necessary to ensure that these services keep uploaded documents private and secure, but these organizations practices are ultimately beyond our control. By using the documents feature, you acknowledge that you understand and agree to assume the risks.
Some of our service providers include:
-Amazon Web Services (web hosting)
CountUp discloses potentially personally-identifying and personally-identifying information in response to a subpoena, court order or other governmental request, or when we believe in good faith that disclosure is reasonably necessary to protect the property or rights of CountUp, third parties, or the public at large.
In complying with court orders and similar legal processes, CountUp strives for transparency. When permitted, we will make a reasonable effort to notify Users of such disclosure.
However, if you have engaged an Accountant User through the Service (for example, by accepting a proposal and promising to pay or paying any required fees or costs), CountUp considers communications and documents shared with Consultant Users who are accountants to be privileged accountant-client communications and, to the extent legally permissible, may notify the engaged Accountant User of the subpoena, court order, or governmental request so that they may respond to the request. Furthermore, if an Accountant User has been engaged, CountUp may no longer disclose information on a “good faith” belief.
Access to User Information: As an CountUp User, you may access, update, alter, or delete your basic User profile information by editing your user profile or contacting info@CountUp.io.
Data retention: Subject to the conditions set forth in the next paragraph entitled ‘Deletion of User Information’, CountUp will retain User Personal Information for as long as your account is active or as needed to provide you Services.
Deletion of User Information: If you wish to cancel your account, delete your User Personal Information, or request that we no longer use your User Personal Information to provide you Services, please contact info@CountUp.io. We will retain and use your User Personal information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will seek to delete your full profile within 30 days.
Control of communications from us: CountUp may occasionally send Users an email to tell you about new features, solicit feedback, notify you of important changes, or just keep you up to date with what’s going on with CountUp and our products. You may manage your receipt of these communications by clicking on the “unsubscribe” link located on the bottom of CountUp’s emails. Additionally, you may send a request specifying your communications preferences to info@CountUp.io. Please note that if you do opt out of promotional mailings, we may still send you important administrative emails, such as notices that affect your rights.
CountUp may change its Privacy Statement from time to time, and in CountUp’s sole discretion. We will provide notification to Users of material changes to this Privacy Statement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website by posting a notice on our home page, which will take effect no sooner than 30 days from the date of the posting. Non-material changes to this Privacy Statement will take effect immediately. We encourage visitors to frequently check this page for any changes to our Privacy Statement. Your continued use of the Service after the effective date of a revised version of this Privacy Statement constitutes your acceptance of its terms.
Questions regarding CountUp’s Privacy Statement or information practices should be directed to info@CountUp.io.
Copyright © 2016 CountUp, Inc. All rights reserved.
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