Terms of Service

By creating an account or using Counterfile (the "App"), you agree to these Terms of Service ("Terms"). If you do not agree, do not use the App.

Counterfile is a documentation and organization tool that helps you log workplace-related incidents, generate reports of what you enter, and organize that information for your own reference. Educational content within the App describes protections that may generally apply to employment situations.

Counterfile is not a law firm and does not provide legal advice. Nothing in the App, including any educational content, sample scenario, or generated report, constitutes legal advice or creates an attorney-client relationship between you and Counterfile or any individual associated with Counterfile. For advice about your specific situation, consult a licensed attorney in your state.

You must be at least 18 years old and legally able to enter into a binding contract to use Counterfile.

• You must provide accurate information when creating your account.
• Your account is personal to you and may not be shared, transferred, or used by anyone other than you.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
• You must notify us promptly if you become aware of unauthorized use of your account.

• Counterfile offers a free tier as well as paid subscription tiers, currently Counterfile Starter and Counterfile Pro, at the prices displayed in the App at the time of subscription. The free tier lets you create and fill out entries; logging an entry to your CFile (timestamping it and delivering it to your inbox) requires an active paid subscription. ("Minifiles" is a feature available on Counterfile Pro, not a separate tier.)
• Subscriptions are billed on a recurring monthly basis and automatically renew until canceled.
• You may cancel your subscription at any time, yourself, through your account settings (which use Stripe's billing portal). Cancellation takes effect at the end of your current billing period; we do not provide partial refunds for unused time in a billing period, except where required by law.
• We reserve the right to change subscription pricing with advance notice. Continued use after a price change takes effect constitutes acceptance of the new price.
• Payment processing is handled by Stripe. Your use of Stripe's payment services is also subject to Stripe's own terms.

You agree that you will not use Counterfile to:

• Upload or submit another person's confidential information, trade secrets, proprietary business information, or personal information that is not lawfully yours to share
• Upload content in violation of any confidentiality obligation you owe to your employer, except to the extent such upload is limited to your own personal records and communications
• Submit false or knowingly misleading information
• Use the App for any unlawful purpose, including to harass, defame, or threaten any person
• Attempt to gain unauthorized access to any part of the App, other users' accounts, or our systems

We reserve the right to suspend or terminate accounts that violate this section.

• You retain ownership of the content you submit to Counterfile (your CFile entries, uploaded files, and any other material you provide).
• You grant Counterfile a limited license to store, process, and transmit your content solely as necessary to provide the App's functionality (generating and delivering your reports, maintaining your Dashboard, and similar core features).
• As described in our Privacy Policy, uploaded files are not retained by us after your report is delivered; the text you enter is retained to support the App's organizational features; and audio or video recordings are never uploaded to or stored by us at all.
• You are solely responsible for the accuracy and legality of the content you submit.

Counterfile provides a redaction tool that permanently obscures content you choose to redact from an uploaded file before it is included in your generated report. Once applied, this redaction cannot be undone by you or by us. You are responsible for reviewing your redactions carefully before submitting an entry, as the original unredacted version is not retained or recoverable.

To make redaction work reliably across devices, some files are converted before delivery (for example, HEIC photos are converted to JPEG and PDFs are flattened). As a result, the file we email to you may differ in format from the original on your device.

Audio and video recordings are not uploaded to or stored by Counterfile. The App lets you note that a recording exists and prompts you to send it to your own inbox; you remain in sole possession of the recording, and you are solely responsible for the legality of making or sharing it, including any applicable recording-consent laws.

If you use the secure share link feature to grant a third party (such as an attorney) access to part of your CFile:

• You are solely responsible for verifying the identity and email address of the person you are granting access to.
• While Counterfile implements measures such as email verification, watermarking, and access logging, we cannot prevent a recipient from photographing, screen-recording, or otherwise capturing displayed content by means outside the App's control. These features are designed to deter unauthorized copying and to create a record of access, not to provide an absolute technical guarantee against it.
• You may revoke a share link at any time through your account.

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

COUNTERFILE DOES NOT GUARANTEE THAT ANY INFORMATION, REPORT, OR RECORD GENERATED THROUGH THE APP WILL BE SUFFICIENT, ADMISSIBLE, OR EFFECTIVE FOR ANY LEGAL PURPOSE OR PROCEEDING.

TO THE FULLEST EXTENT PERMITTED BY LAW, COUNTERFILE AND ITS OWNERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE APP, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF EVIDENCE, OR ANY LEGAL OUTCOME. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM YOUR USE OF THE APP WILL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM.

We may suspend or terminate your access to the App at any time for violation of these Terms. You may terminate your account at any time, yourself, from within the App or from our public account-deletion page; doing so cancels any active subscription and deletes your data as described in the Privacy Policy. Upon termination, Sections 7 (as to content already delivered to you), 10, 11, and 13 of these Terms survive.

Step 1 — Direct Resolution. If you have a dispute with Counterfile, you agree to first contact us at hello@counterfile.app and attempt to resolve the dispute informally. We will attempt to respond and resolve the matter in good faith within 30 days of receiving your notice.

Step 2 — Mediation. If a dispute is not resolved through direct resolution within 30 days, both parties agree to attempt to resolve the dispute through mediation before pursuing litigation. The mediation will be conducted by a mutually agreed-upon mediator, or, if the parties cannot agree, a mediator selected under the mediation rules of the American Arbitration Association (AAA) or another neutral mediation body. Each party will bear its own costs of mediation unless otherwise agreed. Mediation is non-binding.

Step 3 — Litigation. If mediation does not resolve the dispute within a reasonable time (or either party declines to continue participating in good faith), either party may pursue their claims in court, subject to the Governing Law section below. Counterfile does not require binding arbitration, and nothing in these Terms waives your right to bring a claim in court if good-faith mediation does not resolve the dispute.

Class Action Waiver. You agree that any dispute resolution proceeding, whether direct resolution, mediation, or litigation, will be conducted only on an individual basis. You agree not to bring or join any claim as a plaintiff or class member in any purported class, collective, or representative action, and you waive any right to participate in a class action against Counterfile. This waiver applies regardless of whether the underlying dispute proceeds informally, through mediation, or in court.

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law principles. The venue for any mediation or litigation arising out of or relating to these Terms will be Harris County, Texas.

We may update these Terms from time to time. If we make material changes, we will provide notice through the App or by email. Continued use of Counterfile after changes take effect constitutes acceptance of the updated Terms.

Questions about these Terms can be directed to hello@counterfile.app.