Terms of Service

Effective date: June 1, 2026

These Terms of Service (“Terms”) govern your access to and use of the software, applications, and website (the “Service”) provided by Counselera Inc. (“Counselera”, “we”, “us”, or “our”), a Georgia corporation. Please read them carefully. By creating an account, subscribing, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Agreement to these terms

These Terms form a binding agreement between you and Counselera. If you use the Service on behalf of a firm or other organization, you represent that you are authorized to bind that organization, and “you” refers to that organization. We may update these Terms as described in Section 17.

2. Definitions

“Customer” means the firm or organization that subscribes to the Service. “User” means an individual authorized by the Customer to access the Service. “Customer Data” means the data, documents, and content that a Customer or its Users submit to the Service. “Subscription” means the paid plan under which a Customer accesses the Service.

3. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for the accuracy of the information you provide, for maintaining the security of your account and credentials, and for all activity that occurs under your account. Notify us promptly at security@counselera.com if you suspect unauthorized use. You are responsible for the acts and omissions of your Users.

4. Subscriptions, fees, and billing

Access to the Service requires a paid Subscription unless we agree otherwise in writing. Fees, billing frequency, and plan terms are presented at the time of purchase or in a separate order. Unless stated otherwise, Subscriptions renew automatically for successive terms until canceled in accordance with the applicable plan. Fees are stated exclusive of taxes, and you are responsible for applicable taxes. Except where required by law or expressly stated in a plan you accepted, fees are nonrefundable. We may change fees for future terms with advance notice.

5. Payment processing

Payments are handled by a third party payment processor. By providing payment information, you authorize us and our processor to charge the applicable fees. Your use of payment features may be subject to the processor’s terms. We are not responsible for errors or acts of the payment processor beyond our reasonable control. If a firm processes client or third party payments through the Service, the firm is solely responsible for its own compliance with applicable payment, trust accounting, and financial regulations.

6. Your data and content

As between the parties, the Customer owns all Customer Data. The Customer grants Counselera a worldwide, nonexclusive, royalty free license to host, copy, process, transmit, and display Customer Data solely as needed to provide, secure, support, and improve the Service and as otherwise permitted in these Terms. The Customer is responsible for the accuracy and legality of Customer Data and for having the rights and consents needed to submit it. You must not submit content that is unlawful, infringing, or that you do not have the right to submit.

7. Acceptable use

You agree not to misuse the Service. You will not, and will not permit others to: use the Service in violation of law or the rights of others, access the Service to build a competing product, reverse engineer or attempt to derive source code except to the extent permitted by law, interfere with or disrupt the integrity or performance of the Service, attempt to gain unauthorized access to the Service or related systems, upload malicious code, or use the Service to store or transmit content that is unlawful, harassing, or harmful. We may investigate and take appropriate action, including suspension or termination, for any violation.

8. Not legal advice and professional responsibility

Counselera is a software provider. Counselera is not a law firm, does not provide legal, accounting, or financial advice, and is not a substitute for the independent professional judgment of a licensed attorney. Any guidance, reminders, prompts, checklists, calculations, or suggestions in the Service, including features that surface professional responsibility reminders and any artificial intelligence features, are informational aids only. They are advisory, they do not act on their own, and they do not create an attorney client relationship or any professional duty on the part of Counselera.

You remain solely responsible for your professional obligations, for the representation of your clients, for compliance with the rules of professional conduct and other applicable rules, and for all decisions made using the Service. You are responsible for reviewing, verifying, and confirming the accuracy of any output before relying on it.

9. Deadline calculations, trust tools, and independent verification

The Service includes features that calculate dates and deadlines from rules and inputs you provide, and features that assist with trust accounting, conflicts, and related tasks. These features are decision support tools. Rules change, inputs can be incomplete or incorrect, and no automated calculation can account for every circumstance of a matter. You must independently verify every deadline, date, trust balance, conflict result, and other output before relying on it. Counselera is not responsible for any missed deadline, trust accounting error, conflict, or other outcome that results from reliance on the Service without independent verification. This allocation of responsibility is a material part of these Terms.

10. Intellectual property

The Service, including all software, features, designs, text, and other materials we provide, and all related intellectual property rights, are owned by Counselera or its licensors. We grant you a limited, nonexclusive, nontransferable, revocable right to access and use the Service during your Subscription, subject to these Terms. We reserve all rights not expressly granted. Feedback you provide may be used by us without obligation to you.

11. Third party services

The Service may integrate with or link to third party products and services. Those products and services are governed by their own terms and privacy policies, and we are not responsible for them. Your use of a third party integration is at your own risk and may result in the exchange of data with that provider at your direction.

12. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect the disclosing party’s confidential information with reasonable care, use it only to perform under these Terms, and not disclose it except to those who need to know and are bound by similar obligations. Customer Data is the confidential information of the Customer. These obligations do not apply to information that is public through no fault of the receiving party, already known, independently developed, or required to be disclosed by law.

13. Disclaimers of warranties

The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Counselera disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and noninfringement, and any warranty that the Service will be uninterrupted, error free, secure, or that any calculation or output will be accurate or complete. Some jurisdictions do not allow certain disclaimers, so some of these may not apply to you.

14. Limitation of liability

To the fullest extent permitted by law, Counselera and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or related to the Service or these Terms, even if advised of the possibility. To the fullest extent permitted by law, the total aggregate liability of Counselera for all claims arising out of or related to the Service or these Terms will not exceed the amount you paid to Counselera for the Service in the twelve months before the event giving rise to the claim. These limitations apply regardless of the theory of liability and are a material part of the agreement.

15. Indemnification

You will defend, indemnify, and hold harmless Counselera and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses, including reasonable attorney fees, arising out of or related to your use of the Service, your Customer Data, your violation of these Terms, or your violation of any law or the rights of a third party.

16. Term, suspension, and termination

These Terms apply while you use the Service. You may stop using the Service and cancel your Subscription in accordance with your plan. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Service or other users. On termination, your right to use the Service ends. We will make Customer Data available for export for a limited period after termination, and then delete or deidentify it in the ordinary course, unless retention is required by law. Sections that by their nature should survive termination will survive, including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law.

17. Modifications to the Service and these Terms

We may modify, add, or discontinue features of the Service over time. We may also update these Terms. When we make material changes to the Terms, we will update the effective date and provide reasonable notice. Your continued use of the Service after the changes take effect means you accept the updated Terms.

18. Governing law and dispute resolution

These Terms are governed by the laws of the State of Georgia, without regard to its conflict of laws rules. Subject to the arbitration provision below, the state and federal courts located in Gwinnett, Georgia will have exclusive jurisdiction over any dispute not subject to arbitration, and you consent to their jurisdiction and venue.

Any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (the AAA) under its Commercial Arbitration Rules, seated in Atlanta, Georgia, except that either party may bring an individual claim in small claims court, and either party may seek injunctive relief for misuse of intellectual property or confidential information. To the extent permitted by law, claims will be brought only in an individual capacity and not as part of a class or representative action.

19. General provisions

These Terms, together with any order and any policies referenced here, are the entire agreement between you and Counselera regarding the Service and supersede prior agreements on the subject. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent, and we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to you may be provided through the Service or by email, and notices to us should be sent to legal@counselera.com.

20. Contact us

Questions about these Terms can be sent to legal@counselera.com, or to Counselera Inc., 5201 Brook Hollow Pkwy STE C, Norcross, GA 30071, Georgia, USA.