Ensuring a Clear Partnership

Effective Date: October 1, 2025

These Terms of Service (“Agreement” or “Terms”) govern your access to and use of the website www.countingfive.com (the “Site”) and any services, content, digital products, or offerings provided by CountingFive LLC, an Indiana limited liability company “we,” “us,” or “our”). By accepting a proposal, quote, or statement of work (including by electronic acceptance, payment of an invoice, or instructing CountingFive, LLC to commence work), you acknowledge and agree to be bound by these Terms. If you do not agree, you may not use the Site or our Services.

The Site and Services (as defined below) are provided solely by CountingFive, LLC. No member, manager, officer, employee, or contractor of CountingFive, LLC provides Services in their individual capacity. All obligations, rights, and liabilities under this Agreement are solely those of CountingFive, LLC.

1. Definitions. For purposes of these Terms, the following definitions apply:

    1.1. “Baseline Usage” means hosting capacity, traffic, and features defined in an initial proposal.

    1.2. “Change Order” means a written amendment to the applicable Work Order that modifies scope, features, deliverables, schedule, service levels, or pricing.

    1.3. “Client” means any person or entity that retains CountingFive, LLC to provide web development, content, hosting, design, or related services.

    1.4. “Deliverables” means work product, content, or assets produced for a Client.

    1.5. “End User” means any person who accesses or uses the Site but is not necessarily a Client.

    1.6. “Overages” means measurable consumption within the existing scope that exceeds Baseline Usage—including without limitation bandwidth, storage, compute hours, API calls, transactions, pageviews, or media hosting—and that may trigger additional fees or third-party pass-through charges. Overages do not, by themselves, change scope.

    1.7. “Services” means web design, development, maintenance, content creation, hosting, digital products (eBooks, blogs, magazines), Subscription Content, and any other offering provided by CountingFive, LLC.

    1.8. “Subscription Content” means premium content—which may include articles, blog posts, or other media created by CountingFive, LLC or licensed from a third party—provided to a Client on a recurring subscription basis as specified in a Work Order.

    1.9. “Work Order” means a short main agreement, proposal, statement of work, or similar document describing the specific services to be provided, which incorporates these Terms by reference.

2. Incorporation by Reference of Work Orders.

    2.1. Each Work Order accepted by the Client (including electronic acceptance, payment of an invoice, or instructing CountingFive, LLC to commence work) incorporates these Terms by reference.

    2.2. The current version of these Terms of Service is available at [URL]. CountingFive, LLC may update these Terms from time to time. The version in effect on the date of acceptance of a Work Order governs that Work Order.

    2.3 In the event of a direct conflict between the Work Order and these Terms, the Work Order controls for the specific services described therein, but all other provisions of the Terms of Service remain in effect.

3. Use of the Site.

    3.1. License. CountingFive, LLC grants you a limited, nonexclusive, nontransferable right to access and use the Site in accordance with these Terms.

    3.2. Prohibited Conduct. You may not interfere with the Site’s operation, introduce malware, or violate any applicable law or third-party rights.

    3.3. Content Ownership. All content on the Site (text, images, eBooks, blogs, articles) is owned by or licensed to CountingFive, LLC. You may view and download for personal, noncommercial use only. Any other use requires written consent.

    3.4. User Contributions. If you submit content, you grant CountingFive, LLC a worldwide, royalty-free, perpetual license to use and display it. You represent that you own or control all rights to the content you submit.

4. Services to Clients.

    4.1. Scope. Each Client engagement has a written Work Order setting out scope, fees, Baseline Usage, and any applicable service levels.

    4.2. Change Orders. Any material change to scope, features, deliverables, schedule, service levels, or pricing requires a written Change Order executed by Client and CountingFive, LLC. Examples include, without limitation, new modules or pages, redesigns, custom integrations, e-commerce enablement, migrations, or compliance add-ons. Change Orders may affect timelines and fees.

    4.3. Overages. Consumption that exceeds Baseline Usage (including bandwidth, storage, compute hours, API calls, transactions, pageviews, or media hosting) is billed as Overages at the then-current rate card or as third-party pass-through costs. Overages do not modify scope and do not require a Change Order; however, CountingFive, LLC will notify Client when usage is projected to exceed Baseline Usage and, where material upgrades are required (e.g., higher hosting tiers), will seek written approval before incurring such upgrades. CountingFive, LLC may implement reasonable technical measures (such as caching, rate limiting, or throttling) to protect system stability.

    4.4. Client Obligations. Client must provide timely content, credentials, and approvals. Delays may shift timelines and incur extra costs.

    4.5. Subscription Content. If specified in a Work Order, CountingFive, LLC will provide Client with access to Subscription Content.

        4.5.1. License Grant. Conditioned on Client’s timely payment of all applicable subscription fees, CountingFive, LLC grants Client a limited, non-exclusive, non-transferable, revocable license to display the Subscription Content on Client’s Site.

        4.5.2. Termination of Access. This license is contingent upon an active, paid subscription. Upon cancellation, non-payment, or termination of the subscription, this license is immediately revoked. CountingFive, LLC will remove, and Client shall have no further right to use or display, the Subscription Content.

        4.5.3. Client-Owned Content. For clarity, Subscription Content does not include any content independently created and provided by the Client for use on the Site. Client retains all rights to its own content, subject to the licenses granted to CountingFive, LLC in this Agreement.

    4.6. Hosting and Maintenance. If hosting or maintenance is part of the Services, it is provided under Baseline Usage assumptions. CountingFive, LLC may charge for overages or upgrades required by traffic spikes, e-commerce modules, or third-party integration.

    4.7. Third-Party Services. CountingFive, LLC may use third-party plugins, APIs, or hosting. CountingFive, LLC is not responsible for third-party outages or changes in terms.

5. Fees and Payment.

    5.1. Fees. Client pays the agreed fees for Services as stated in the Work Order.

    5.2. Deposits or Milestones. CountingFive, LLC may require an upfront deposit or milestone payments.

    5.3. Additional Costs. Client is responsible for any overage charges, third-party licensing fees, or additional hosting costs.

    5.4. Late Payment. Invoices are due Net 15 days unless otherwise stated. Late payments accrue interest at 1.5% per month or the maximum permitted by law and may result in suspension of Services.

    5.5. Cancellation. Unless otherwise agreed, fees are nonrefundable once work has begun. If Client cancels mid-project, CountingFive, LLC may invoice for work performed and nonrecoverable costs.

6. Intellectual Property.

    6.1. Pre-Existing IP. Each party retains ownership of its pre-existing intellectual property.

    6.2. Deliverables License. Upon full payment, CountingFive, LLC grants Client a nonexclusive, perpetual license to use the Deliverables for Client’s business, subject to third-party license restrictions.

    6.3. Reuse Rights. CountingFive, LLC may reuse non-Client-specific code, frameworks, or modules in other projects. Furthermore, Client acknowledges that Deliverables may incorporate stock media (such as images, icons, and graphics) licensed from third parties. Counting Five retains ownership of its licenses to such stock media and may reuse them in other projects.

    6.4. Third-Party Licensing. Client is responsible for any third-party licensing fees associated with Deliverables.

    6.5. Marketing Rights. Client grants CountingFive, LLC the right to list Client as a customer and display non-confidential portions of the Deliverables in CountingFive, LLC’s portfolio and marketing materials unless prohibited by the Work Order.

7. Warranties, Disclaimers, and Liability.

    7.1. As-Is Services. The Site, Services, and Deliverables are provided “AS IS” and “AS AVAILABLE” without warranties of any kind. CountingFive, LLC does not guarantee any specific uptime or service level unless expressly stated in the Work Order.

    7.2. No Personal Liability. Members, managers, officers, employees, and agents of CountingFive, LLC have no personal liability under this Agreement. All claims must be brought solely against CountingFive, LLC.

    7.3. Limitation of Liability. CountingFive, LLC is not liable for indirect, incidental, consequential, punitive, or special damages, including lost profits, data, or goodwill. CountingFive, LLC’s total liability for any claim does not exceed the fees actually paid by Client for the project giving rise to the claim.

    7.4. Indemnification. Client warrants that all content it provides is lawful and does not infringe third-party rights, and agrees to indemnify and hold harmless CountingFive, LLC and its members, managers, officers, employees, and agents from third-party claims arising from (a) Client’s breach of these Terms, (b) Client-provided content, or (c) Client’s use of the Site or Services beyond scope.

    7.5. Force Majeure. CountingFive, LLC is not liable for delays or failures caused by events beyond its reasonable control, including outages of hosting providers.

8. Term and Termination.

    8.1. Term. These Terms remain in effect until terminated.

    8.2. Termination by Client. Client may terminate upon written notice, subject to paying for work performed and nonrecoverable costs.

    8.3. Termination by CountingFive, LLC. CountingFive, LLC may suspend or terminate Services for nonpayment, misuse, or breach of these Terms.

    8.4. Survival.

Sections concerning intellectual property, indemnification, limitation of liability, and governing law survive termination.

9. Modifications. 

CountingFive, LLC may modify these Terms or the Services at any time. Updated Terms take effect upon posting to the Site at [URL]. Continued use of the Site or Services after changes constitutes acceptance.

10. Governing Law and Dispute Resolution. 

These Terms are governed by the laws of the State of Indiana without regard to conflicts of law. All disputes shall be resolved exclusively in the state or federal courts located in or for Monroe Country, Indiana, and you consent to their jurisdiction.

11. Miscellaneous.

    11.1. Independent Contractor. CountingFive, LLC and Client are independent contractors.

    11.2. No Third-Party Rights. These Terms create no rights or liabilities for any individual member, manager, or employee of CountingFive, LLC in their personal capacity.

    11.3. Assignment. Client may not assign this Agreement without CountingFive, LLC’s written consent.

    11.4. Entire Agreement. These Terms, together with any written Work Order or change orders, constitute the entire agreement.

    11.5. Severability and Waiver. If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver.

    11.6. Electronic Communications. Client consents to electronic communications and agrees that approvals, notices, and other communications may be delivered by email or online project management tools.

    11.7. Insurance Disclaimer. CountingFive, LLC does not provide insurance coverage for Client or Client’s operations and is not liable for acts or omissions of third-party providers.