Actionable

Between

Countable Services Group, Inc. (“CSG,” “Actionable,” “we,” “our,” or “us”)
3871 Piedmont Ave, #364
Oakland, CA 94611
support@myactionable.com

and

“Customer,” “Client,” or “you”

Together, these entities are referred to as the “Parties.”

1. Purpose

This Customer Subscription Agreement (“Agreement”) governs Customer’s access to and use of the Actionable platform and related hosted services provided by CSG (collectively, the “Services”).

By subscribing online or executing an Order Form, Customer agrees to be bound by this Agreement and acknowledges that the following documents are each incorporated by reference and form part of this Agreement:

Together, these documents govern the Parties’ rights and obligations regarding the use of the Platform, data protection, and privacy compliance.

2. Subscriptions and Services

2.1 Access Rights.

Subject to payment of applicable fees, CSG grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term.

2.2 Subscription Plans.

Customer’s plan, usage limits, and features are defined in the executed Order Form or online checkout.

2.3 Overages.

If Customer exceeds usage limits, CSG may charge overage fees or automatically upgrade the plan at the prevailing rate.

2.4 Service Modifications

CSG may modify or enhance the Services provided such changes do not materially degrade functionality.

3. Fees, Billing, and Payment

3.1 Fees.

Customer shall pay all applicable subscription and overage fees as stated in the Order Form or checkout.

3.2 Billing Method.

Standard subscriptions are billed automatically through a secure credit-card processor (e.g., Stripe, Braintree).
Transaction fees charged by the payment processor are borne by CSG, not the Customer.
For custom or enterprise plans, invoicing may be used per a mutually executed Order Form.

3.3 Billing Cycle.

Recurring charges are processed automatically according to the billing interval selected (monthly / annually).

3.4 Taxes.

Customer is responsible for all applicable taxes other than those based on CSG’s income.

3.5 Suspension for Nonpayment.

CSG may suspend Services for failed or overdue payments until resolved.

4. Term and Termination

4.1 Term.

This Agreement begins on the Effective Date and continues for the initial Subscription Term set forth in the Order.

4.2 Renewal.

Subscriptions automatically renew for successive terms unless either party provides thirty (30) days’ written notice of non-renewal.

4.3 Termination for Cause.

Either party may terminate for a material breach that remains uncured after thirty (30) days’ written notice.

4.4 Effect of Termination.

Upon termination:

Hosted websites and campaigns will be disabled;
Customer retains administrative access to export data during the retention period (Section 15); and
All unpaid amounts become immediately due.

5. Customer Responsibilities

Customer agrees to:

Use the Services lawfully and in compliance with all applicable data-protection regulations;
Obtain necessary user consents before processing personal data;
Maintain account security; and
Ensure that all submitted content is accurate and non-infringing.

6. CSG Responsibilities

CSG will:

Provide and maintain the Services in accordance with this Agreement;
Implement reasonable technical and organizational safeguards for Customer data; and
Comply with its Privacy Policy and DPA in processing any personal data.

7. Confidentiality

Each Party shall protect the other’s Confidential Information with the same degree of care it uses to protect its own, but no less than reasonable care, and use such information only to perform under this Agreement.

8. Intellectual Property

8.1 Ownership.

CSG retains all intellectual-property rights in the Platform. Customer retains ownership of its content and data.

8.2 Feedback.

CSG may freely use suggestions or feedback to improve its Services.

9. Data Protection

Both Parties shall comply with all applicable data-protection and privacy laws.

The Data Processing Addendum (DPA) governs CSG’s processing of any personal data on behalf of Customer, and execution of this Agreement constitutes Customer’s acceptance of the DPA.

CSG acts as a Data Processor / Service Provider; Customer acts as a Data Controller / Business for all data collected via the Platform.

10. Indemnification

10.1 Customer Indemnity.

Customer shall indemnify and hold harmless CSG from claims or losses arising out of Customer’s misuse of the Services, content, or violations of law.

10.2 CSG Indemnity.

CSG shall indemnify Customer against third-party claims alleging that the Services infringe valid U.S. IP rights, provided prompt notice and control of defense are granted to CSG.

11. Disclaimers and Limitation of Liability

The Services are provided “as is” and “as available.”

To the maximum extent permitted by law:

CSG’s total liability shall not exceed the fees paid by Customer in the preceding 12 months; and
Neither Party shall be liable for indirect or consequential damages.

12. Publicity

Unless otherwise agreed, CSG may identify Customer as a client of the Actionable Platform in marketing materials.

13. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Delaware, and all disputes shall be heard exclusively in the state or federal courts located in Delaware.

14. Miscellaneous

Entire Agreement: This Agreement, the Terms of Service, Privacy Policy, DPA, and any executed Orders constitute the complete agreement between the Parties.
Amendments: Must be in writing and signed (physically or electronically).
Assignment: Neither Party may assign without consent, except CSG may assign to an affiliate or successor.
Force Majeure: Neither Party is liable for delays due to causes beyond reasonable control.
Notices: Must be in writing and sent to the addresses or emails listed above.

15. Data Retention After Termination or Lapse

15.1 Grace Period.

Following expiration, non-renewal, or termination, CSG will maintain Customer’s account and associated data in a read-only state for ninety (90) days (“Grace Period”).

15.2 Customer Access.

During the Grace Period:

Customer may log in to export its data;
Public-facing websites and campaigns will remain disabled; and
Billing will not resume unless the subscription is reactivated.

15.3 Deletion.

After the Grace Period, CSG may permanently delete all Customer data and backups, except where retention is required by law or separately agreed in writing.

15.4 No Liability.

CSG bears no liability for deletion of data following the Grace Period.