Terms of Service

1. Acceptance of these terms

DigitalTallyCounter.com (the "Service") is operated by Nowaitn Corporation, a Delaware corporation ("Nowaitn," "we," "us," or "our"). These Terms of Service ("Terms") form a legally binding agreement between you and Nowaitn. By accessing or using the Service — whether or not you create an account — you agree to these Terms and to our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Service.

2. The service & your license to use it

The Service is a collection of web-based tools for counting, scoring, timing, and related tasks, offered on a free basis and through optional paid plans. Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own lawful purposes.

The Service is licensed to you, not sold. We and our licensors retain all right, title, and interest in and to the Service, including all software, designs, and content we provide. All rights not expressly granted to you are reserved. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works from any part of the Service, or attempt to extract its source code.

We may, in our sole discretion and at any time, with or without notice, establish, change, or remove features, tools, content, storage, usage limits, quotas, fair-use rules, and the availability of any part of the Service, and we may make any part available only to certain users, regions, plans, or devices. We do not guarantee any particular level of availability, performance, uptime, storage, or data retention, and we provide no service-level commitment unless we have agreed to one in a separate signed written agreement.

3. Accounts & eligibility

Most tools work without an account. Some features — such as cloud sync, saved history, and shared counters — require one. You are responsible for the accuracy of your account information and for keeping your credentials secure; you are responsible for activity that occurs under your account. The Service is not directed to children under 13 (or the minimum age required in your country), and you may not use it if you are below that age. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

We may, in our sole discretion, accept or refuse any registration, and we may suspend, restrict, reorganize, reclaim, or remove accounts, usernames, and inactive or unused accounts and their data. We have no obligation to provide support, maintenance, updates, or to store, retain, or back up any data, and we may delete data and accounts as described in these Terms and our Privacy Policy.

4. Plans, billing & trials

We offer optional paid plans and add-on packs. Current features and prices are shown on the relevant signup or pricing page at the time of purchase; we do not list prices in these Terms because they may change.

• Subscriptions renew automatically for the billing period you selected until you cancel. You can cancel at any time, effective at the end of the current period.
• Free trials, where offered, convert to a paid subscription at the end of the trial unless you cancel before it ends.
• Payments are processed by our third-party payment processor (Stripe). By purchasing, you authorize us and our processor to charge your payment method for the amounts due.
• Taxes may apply and may be added to your charges.
• Refunds are handled in accordance with the policy shown at purchase and any rights you have under applicable law. Except where required by law, charges are non-refundable.
• Trials & promotions. We may offer, modify, condition, limit, or withdraw free trials, discounts, credits, and promotions at any time in our sole discretion, and we may determine eligibility for them.
• Price and plan changes. We may introduce, change, or retire plans, packs, features, included limits, and prices in our sole discretion. For active subscriptions, material price changes take effect at your next renewal, and your continued use after the change takes effect constitutes acceptance. What is included in any plan or pack may change over time, and we are not obligated to maintain any particular feature.

5. Acceptable use

You agree not to, and not to allow anyone else to:

• Use the Service for any unlawful, harmful, deceptive, or abusive purpose;
• Violate, infringe, or misappropriate anyone's intellectual-property, privacy, or other rights;
• Upload or share content that is illegal, harassing, hateful, defamatory, obscene, or otherwise objectionable;
• Interfere with, overload, or disrupt the Service or its infrastructure, including via excessive automated requests, scraping, or denial-of-service activity;
• Probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, except through our responsible-disclosure process;
• Resell, rent, or commercially exploit the Service except as we expressly permit;
• Misuse shared links, counters, or matches to harm, impersonate, or mislead others;
• Remove, obscure, or interfere with advertising or any notices in the Service.

We may, but are not obligated to, monitor, review, screen, or moderate use of the Service and Your Content. We may investigate and take any action we consider appropriate, in our sole discretion, for any actual or suspected violation or for any other reason, including removing or disabling content and suspending or terminating access, with or without notice.

6. Your content & shared links

"Your Content" means data and materials you create, upload, or share through the Service — for example counts, scores, match data, names you enter, and feedback. As between you and us, you retain ownership of Your Content.

You grant Nowaitn a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, copy, transmit, display, adapt, and process Your Content as needed to operate, provide, secure, and improve the Service and to develop new features — including, where you share a counter or match, making the relevant data available to the people you share it with. This license lasts as long as we retain Your Content and ends when Your Content is deleted from our active systems, subject to backups and legal requirements.

If you submit suggestions or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use them for any purpose without obligation to you.

We may create, use, and retain aggregated, anonymized, or de-identified data derived from your use of the Service for any purpose, including operating, analyzing, and improving the Service and our business; this data does not identify you and is not subject to the license above. We have no obligation to store, retain, or back up Your Content, and we may remove, limit, or delete it — including for inactive accounts, to enforce limits, or to operate the Service — without liability to you.

You are solely responsible for Your Content and represent that you have the rights necessary to submit it and grant the license above.

7. Our intellectual property

The Service, including its software, look and feel, text, graphics, logos, and the "DigitalTallyCounter" and "Talia" names and marks, is owned by Nowaitn or its licensors and is protected by intellectual-property laws. Nothing in these Terms grants you any right to our trademarks or branding without our prior written permission.

8. Third-party services & ads

The Service relies on third-party providers (for example, hosting, analytics, advertising, and payment processing) and may display advertising and links to third-party sites. We may display advertising in any format, placement, and frequency, and may change how the Service is monetized, at our sole discretion. We are not responsible for third-party content, products, or practices, and your dealings with third parties are between you and them. Use of certain third-party services may be subject to their own terms.

9. Disclaimers

Plain-English note: we work hard to keep things running, but we can't promise the Service will be perfect, always available, or error-free — so we provide it "as is."

THE SERVICE AND EVERYTHING IN IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST.

Without limiting the above: (a) we do not warrant the accuracy, reliability, completeness, or timeliness of any counts, scores, times, statistics, or other output of the Service; (b) features offered as beta, preview, trial, or experimental are provided with no warranties whatsoever and may be changed or withdrawn at any time; and (c) you are responsible for independently verifying any output and for maintaining your own records and backups of Your Content — we are not responsible for any loss, deletion, or corruption of data. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you; in that case, such warranties are limited to the shortest period and narrowest scope permitted by law.

10. Assumption of risk & no high-stakes reliance

Plain-English note: these are convenience tools. Don't bet anything important on them — double-check anything that matters.

The Service provides general-purpose counting, scoring, and timing tools for convenience and entertainment. It is not designed, intended, or authorized for, and you agree not to rely on it for, any high-stakes, safety-critical, medical, health, legal, financial, accounting, regulatory, compliance, navigational, emergency, or other purpose where an error, delay, inaccuracy, omission, or unavailability could lead to death, personal injury, or property, financial, reputational, or other loss. Any such use is entirely at your own risk. You assume full responsibility and all risk arising from your use of, or inability to use, the Service and any decisions you make based on it.

11. Compliance & certifications

Plain-English note: we run on serious, reputable infrastructure — but paying for a plan is not buying a compliance certificate, and these tools aren't meant for regulated data.

We host the Service with established cloud providers whose data-center environments are built and independently audited against recognized security frameworks (such as ISO 27001, SOC 2, and NIST standards), and payment-card processing is handled by Stripe, a PCI-DSS Level 1 service provider, so we do not store full payment-card data. These measures relate to our providers' underlying infrastructure and to payment processing — not to a certification of the Service itself.

No certification of the Service. We do not represent or warrant that the Service is certified under, audited against, or compliant with NIST frameworks, PCI-DSS, SOC 1/2/3, ISO 27001, HIPAA, FedRAMP, or any other standard, framework, or regulatory regime. No plan, subscription, payment, or paid feature — at any price — grants you, or constitutes, any such certification, attestation, audit right, or compliance status, and you agree not to represent that it does.

No regulated or high-sensitivity data. You agree not to use the Service to collect, store, transmit, or process data subject to heightened legal or regulatory protection — including protected health information governed by HIPAA, payment-card data beyond what Stripe handles at checkout, biometric identifiers, or government-classified information — unless we have expressly agreed in a separate signed written agreement. You are solely responsible for determining whether the Service is suitable for your intended use and for meeting any compliance obligations that apply to you.

If your organization needs a data processing agreement or a specific compliance arrangement, contact legal@digitaltallycounter.com.

12. Limitation of liability

Plain-English note: if something goes wrong, we're not liable for knock-on losses, and the most we'll ever owe is a small capped amount.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOWAITN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SUPPLIERS (THE "NOWAITN PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF A NOWAITN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE NOWAITN PARTIES WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO: (a) loss, deletion, or corruption of data, or failure to store or back up data; (b) any interruption, suspension, downtime, or unavailability of the Service; (c) any errors, inaccuracies, or omissions in counts, scores, times, statistics, or other output; (d) unauthorized access to, alteration of, or use of your account, transmissions, or data; (e) any third-party content, products, services, advertising, or websites; (f) the conduct of any other user or of any person you share a counter, match, or link with; (g) your reliance on the Service for any purpose or decision; or (h) the cost of procuring substitute products or services.

SUBJECT ONLY TO THE NEXT PARAGRAPH, THE NOWAITN PARTIES' TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID NOWAITN FOR THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND, IN ANY EVENT, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100) IN THE AGGREGATE. IF YOU HAVE NOT PAID NOWAITN ANYTHING, THE NOWAITN PARTIES' TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF FIFTY U.S. DOLLARS (US$50) OR THE MINIMUM AMOUNT REQUIRED BY APPLICABLE LAW. THE PARTIES AGREE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK, ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM, AND APPLY EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING IT.

Exceptions. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law — for example, liability for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or for death or personal injury caused by negligence where such a limitation is prohibited. Where applicable law does not allow some of the exclusions or limitations above, they apply to the fullest extent permitted, and the Nowaitn Parties' liability is limited to the smallest amount permitted by law.

13. Time limit on claims

To the extent permitted by law, any claim or cause of action arising out of or related to the Service or these Terms must be filed within ONE (1) YEAR after the claim or cause of action arose; otherwise, it is permanently barred. Where applicable law requires a longer period that cannot be shortened by agreement, that longer period applies instead.

14. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless the Nowaitn Parties from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms or any applicable law; or (d) your violation of any rights of any third party. We may, at our own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense; you will not settle any matter affecting the Nowaitn Parties without our prior written consent. This obligation survives termination of these Terms.

15. Changes to the service & these terms

We are constantly developing the Service. We may add, change, suspend, or discontinue any part of it — including features, tools, plans, and limits — at any time, with or without notice, and without liability to you. We may also update these Terms from time to time. If we make material changes, we'll take reasonable steps to let you know, such as posting the updated Terms with a new "last updated" date or notifying you in the Service. Changes are effective when posted unless stated otherwise, and your continued use after that means you accept them.

16. Termination

You may stop using the Service and delete your account at any time. We may suspend or terminate your access at any time, with or without notice and without liability, if we believe you have violated these Terms, to protect the Service or other users, or for any other reason permitted by law. Sections that by their nature should survive termination — including the license you grant us, ownership, disclaimers, assumption of risk, compliance & certifications, limitation of liability, time limit on claims, indemnification, and dispute resolution — will survive.

17. Governing law & dispute resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules.

Informal resolution first. Before filing a claim, you agree to contact us at legal@digitaltallycounter.com and try to resolve the dispute informally for at least 30 days.

Binding arbitration. Except as noted below, any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding individual arbitration administered under the rules of a recognized arbitration provider, rather than in court. Either party may bring an individual claim in small-claims court if it qualifies. You and Nowaitn each waive the right to a jury trial.

Class-action waiver. Disputes will be conducted only on an individual basis and not as a class, collective, or representative action. If this waiver is found unenforceable for a particular claim, that claim will proceed in court, but the rest of this section still applies.

30-day opt-out. You may opt out of this arbitration agreement by emailing legal@digitaltallycounter.com within 30 days of first accepting these Terms, stating your name and that you opt out of arbitration. If you opt out, disputes will be resolved in the state or federal courts located in Delaware, and you and Nowaitn consent to their jurisdiction.

Nothing here prevents either party from seeking injunctive relief to protect intellectual-property rights or to stop unauthorized use of the Service.

18. Copyright complaints

We respect intellectual-property rights and expect users to do the same. If you believe material available through the Service infringes a copyright you own or control, send a notice with the information required by the U.S. Digital Millennium Copyright Act (DMCA) — identifying the work and the allegedly infringing material, your contact information, and the statements and signature the DMCA requires — to our designated agent at legal@digitaltallycounter.com. We may remove or disable access to material we believe may be infringing, with or without notice and in our sole discretion, and we may forward notices (including your contact information) to the affected user. We may, in appropriate circumstances and in our sole discretion, terminate the accounts of users we consider to be repeat infringers. Misrepresentations in a notice may expose you to liability.

19. Export controls & sanctions

The Service is controlled and operated from the United States and may be subject to U.S. and other export-control and economic-sanctions laws. You agree to comply with all such laws. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions, that you are not identified on any government restricted-party, denied-party, or sanctions list, and that you will not access, use, export, re-export, or transfer the Service in violation of any applicable law. We may block, restrict, or terminate access from any person, jurisdiction, or region at any time, in our sole discretion and without liability.

20. U.S. government end users

The Service and any related software and documentation are "commercial products," "commercial computer software," and "commercial computer software documentation" as those terms are used in the U.S. Federal Acquisition Regulation and its agency supplements. Any use, modification, reproduction, release, performance, display, or disclosure by or on behalf of the U.S. government is governed solely by these Terms, and all other use is prohibited. U.S. government end users acquire only the rights expressly granted here.

21. Electronic communications

By using the Service or contacting us, you consent to receive communications from us electronically — including by email, by messages within the Service, or by notices posted in the Service. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that they be in writing, to the fullest extent permitted by law. You are responsible for keeping your contact information current.

22. General terms

• Entire agreement. These Terms and the documents they reference are the entire agreement between you and us about the Service and supersede any prior or contemporaneous agreements, statements, or understandings.
• No reliance. You have not relied on, and have no remedy for, any statement, promise, or representation not expressly set out in these Terms.
• Interpretation. "Including," "such as," and similar words mean "including without limitation." Section headings are for convenience only and do not affect interpretation, and these Terms will not be construed against the party that drafted them.
• Severability & reformation. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or, if it cannot be, severed), and the rest of these Terms remain in full effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them, for example in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including acts of God, outages, network or hosting failures, labor disputes, attacks, or government action.
• Third-party beneficiaries. Except that the Nowaitn Parties are intended beneficiaries of the disclaimer, assumption-of-risk, limitation-of-liability, and indemnification sections and may enforce them, there are no third-party beneficiaries to these Terms.
• Notices. We may provide notices to you by posting in the Service, by email, or through your account. You must send legal notices to legal@digitaltallycounter.com.
• Relationship. These Terms do not create any partnership, agency, or employment relationship between you and us.

23. Contact

Questions about these Terms? Email legal@digitaltallycounter.com or visit our contact page.