Terms and Conditions

1. Introduction

   1. This agreement governs the entire relationship between you the client and AI Rep Counter (we; us; the app; AI Rep Counter), e-mail: kolos@dna325.com who provides a variety of content and services via the AI Rep Counter website or the mobile app (the Services).
   2. Before the distance contract is concluded, the client will be provided with the text of this agreement electronically or in another durable format. If this is not reasonably possible, the company will indicate, before the distance contract is concluded, in what way this agreement is available for client's review at the company's premises and that they will be sent free of charge to the client, as soon as possible, at the client's request.
   3. The client is obliged to carefully read this agreement before accepting it and using the Services of the company. The client agrees that his/her use of the Services acknowledges that the client has read this agreement, understood it, and agreed to be bound by it.
   4. This agreement contains a mandatory arbitration provision that, as further set forth in section 17 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.

2. Definitions

   1. Some terms are defined in the introductory part of this agreement. Unless this agreement provide otherwise, wherever used in this agreement, including the introductory part, the following terms when capitalized shall have the following meanings:
      • agreement – agreement for providing Services and/or goods concluded online by the company and the client.
      • client – user of the company’s Services and/or the buyer of goods as explained in this agreement.
      • offer – the offer to enter into this agreement of Services and/or goods provided by the company to the client through the website or mobile app.
      • privacy policy – the privacy policy of the company published on the website or mobile app.
      • Services – the digital content provided by the company to the client as well as the accessibility to the website or mobile app, including information, text, images offered or provided there.
      • digital content – digital content or individual digital plans and/or other digital content sold from time to time online by the company. It is what shows up in-app or on the website when you use our Services.
      • user-generated content - any digital content that is created by you or other users, and that is submitted, transferred, or otherwise provided to or through the use of the Services.
      • goods – supplements or other products in physical form sold online by the company.
      • distance contract – a contract concluded between the company and the client within the framework of a system organized for the distance sale of digital content and/or goods.
      • website – the website of the company available at https://dna325.com/
      • app - the mobile application for iPhone and Apple Watch.

3. Your Account

   You may need to create an AI Rep Counter account to access the Services, and it's important that you keep your account accurate and up-to-date (particularly your email address - if you ever forget your password, a working email address is often the only way for us to verify your identity and help you log back in).

   You may need to register for an AI Rep Counter account to access or use certain Services. Your account may also automatically provide you access and means to use any new Services.

   When you create an account for any of our Services, you must provide us with accurate and complete information as prompted by the account creation and registration process, and keep that information up to date. Otherwise, some of our Services may not operate correctly, and we may not be able to contact you with important notices.

   You are responsible for maintaining the confidentiality of any and all actions that take place while using your account, and must notify our Support Team right away of any actual or suspected loss, theft, or unauthorized use of your account or account password. We are not responsible for any loss that results from unauthorized use of your username and password.

   If you are a resident of the European Union: You have the right to delete your account with us by contacting our Support Team. If you choose to permanently delete your account, the non-public Personal Data that we have associated with your account will also be deleted.

4. Submission Of The Offer

   1. The company will provide the client with a possibility of receiving an offer.
   2. The client will be asked to provide certain information through before receiving the offer by choosing provided options or typing requested details. The client is obliged to provide current, correct and comprehensive information that is requested to be provided.
   3. The client accepts the offer once he/she chooses a payment plan/method for the Services.

5. Distance Contract

   1. The distance contract will be concluded at the moment when the client accepts the offer and as indicated in this paragraph.
   2. As the client will accept the offer electronically, the company will confirm receipt of acceptance of the offer electronically. In case the client purchases digital content, such will be provided to the client's e-mail address provided by the client or on the mobile app.
   3. In case the agreement between the company and the client consists of digital content which is not supplied on a tangible medium the client agrees to lose his/her right of withdrawal of the agreement.
   4. The company makes reasonable efforts to ensure that Services operate as intended, however such services are dependent upon internet and other services and providers outside of the control of the company. By using the company's Services, the client acknowledges that the company cannot guarantee that Services will be uninterrupted, error free or that the information it contains will be entirely free from viruses, hackers, intrusions, unscheduled downtime or other failures. The client expressly assumes the risk of using or downloading such Services.
   5. From time to time and without prior notice to the client, we may change, expand and improve the Services. We may also, at any time, cease to continue operating part or all of the Services or selectively disable certain aspects of the Services. Any modification or elimination of the Services will be done in our sole and absolute discretion and without an ongoing obligation or liability to the client, and the client use of the Services do not entitle the client to the continued provision or availability of the Services. We may provide updates (including automatic updates) for certain Services as and when we see fit. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates. You acknowledge and agree that the Services may not work properly if you do not allow such Updates and you expressly consent to automatic Updates.
   6. The client furthermore agrees that:
      1. He/she shall not access Services (including for purchasing goods) if he/she is under the age of 18;
      2. The client will deny access of Services to children under the age of 18. The client accepts full responsibility for any unauthorized use of the Services by minors.

6. Services

   1. You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Service, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges). To use or access our App, you will need a compatible device. We cannot guarantee the App will be compatible with, or available on, your device.
   2. End-User Terms Required by Apple. If you have downloaded the app from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between you and AI Rep Counter only, not with Apple, and Apple is not responsible for the AI Rep Counter and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and that, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms.

7. Payments

   1. Once you download AI Rep Counter, you get access to basic features of the app. The app enables you to enter a subscription ("Purchase"). Other than when required by regulations and law, we do not refund any transaction once it has been completed. When you make a Purchase, you understand and agree that all Purchases are non-refundable and/or non-exchangeable. Your subscription will be automatically renewed within 24 hours before the current subscription ends.
   2. The client agrees to:
      1. Pay all additional costs, fees, charges, applicable taxes and other charges that can be incurred by the client. Please note that for the goods orders the local charges (sales tax, customs duty) may occur, depending on your region and local customs duties. These charges are at the customer’s own expense.
      2. Purchase Services and/or goods by using a valid credit card or other allowed form of payment.
   3. All prices and costs are in US dollars unless otherwise indicated.
   4. All transfers conducted through the company are handled and transacted through third party dedicated gateways to guarantee your protection. Card information is not stored, and all card information is handled over ssl encryption. Please read the terms & conditions for the payment gateway chosen for the transaction as they are responsible for the transactions made.
   5. In order to ensure that client does not experience an interruption or loss of Services or/and delivery of goods, the Services and goods are offered on automatic renewal.
      1. Except for reasons described below in this section, automatic renewal automatically renews the applicable Service upon expiration of the current term for a renewal period equal in time to the most recent Service or goods delivery period. For example, if a client's last Service period is for one year, the renewal period will typically be for one year.
      2. Unless the client cancels the subscription, the company will automatically renew the applicable Service or delivery of goods when it comes up for renewal and will take payment from the payment method associated with the order in the client's account.
      3. If client does not wish for Service or/and delivery of goods to automatically renew, he may elect to cancel the subscription before the end of current period, in which case, the Services will be terminated upon expiration of the then current term, unless he/she manually renews the Services prior to that date.
   6. From time to time the company might offer special deals which may contain additional terms and conditions applicable together with this agreement.
      1. The company may offer trials of paid subscriptions for a limited time without payment or at a special price (“trial”). The company will automatically begin charging the client for the subscription on the first day following the end of the trial on a recurring monthly basis or another interval what company discloses in the special deal. If a client doesn’t want to be charged, he must cancel the subscription before the end of the trial.
      2. If the client has purchased or received the promo code, gift, a special discount or other offer sold by the company for access to a paid subscription, separate terms and conditions presented to the client along with the special deal may also apply. The client agrees to comply with any such terms and conditions.
   7. Refund & Return Policy. Due to AI Rep Counter plans being digital intellectual property in nature and thus exposed upon purchase, we follow a no-refund policy and are unable to guarantee any returns or refunds if the product is not faulty. If the Services we deliver are faulty, damaged, or defective, we shall have no liability to you unless you notify us by email of the problem within 14 working days of the delivery of the goods in question. You will not hold us liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any problem you notify to us under this condition and we shall have no liability to pay any money to you by way of compensation other than to refund to you the amount paid by you for the service in question.

8. Intellectual Property Rights

   1. As between company and client, all intellectual property rights, including but not limited to copyright, design rights, trademark rights, patent rights and any other proprietary rights are owned by the company.
   2. The client must not reproduce, disassemble, reverse engineer, decompile, distribute, publicly display or perform, or publish or otherwise make available the Services including but not limited to digital content, in whole or in part without company’s prior written consent.
   3. The client hereby grants to the company a perpetual, irrevocable, worldwide, fully paid-up and royalty free, non-exclusive license, including the right to sublicense (through multiple tiers) and assign to third parties, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit in any way now known or in the future discovered, his/her user content (except for user trademarks) as well as all modified and derivative works thereof. To the extent permitted by applicable laws, the client hereby waives any moral rights he/she may have in any user content. “User content” means any user trademarks, communications, images, writings, creative works, sounds, and all the material, data, and information, that the client uploads, transmits or submits through the Services, or that other users upload or transmit. By uploading, transmitting or submitting any user content, the client affirms, represents and warrants that such user content and its uploading, transmission or submission is (a) accurate and not confidential; (b) not in violation of any applicable laws, contractual restrictions or other third-party rights, and that the client has permission from any third party whose personal information or intellectual property is comprised or embodied in the user content; and (c) free of viruses, adware, spyware, worms or other malicious code
   4. No part of this agreement is or should be interpreted as a transfer of intellectual property rights in relation to the Services or services-related content, except as expressly set forth in section 8.1 below.

9. Use Of Digital Content

   1. The client will only be granted a limited, revocable, non-exclusive, non-transferable and non-sublicensable license, subject to the terms and conditions of this agreement, to use (solely for the client’s individual use) any digital content provided by the company to the client.
   2. Unless expressly otherwise provided, the client must not use any digital content except for personal, non-commercial purposes.
   3. The client must not edit, reproduce, transmit or lend the digital content or make it available to any third parties or use it to perform any other acts which extend beyond the scope of the license provided in this section 8 by the company.
   4. The company may impose restrictions on the scope of the license or the number of devices or types of devices on which digital content can be used.

10. Sale Of Digital Content Prohibited

    1. The client is prohibited from selling, offering for sale, sharing, renting out or lending digital content, or copies of digital content.

11. Privacy Policy

    1. The processing of client’s personal data is governed by the privacy policy. It is recommended for the client to print and keep a copy of the privacy policy together with this agreement.

12. Identity

    1. The client will indemnify and hold the company, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures and suppliers, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of client’s breach of this agreement or use of the Services, or client’s violation of any law or the rights of a third party in conjunction with client’s breach of this agreement or use of the Services.

13. Liability

    1. Information may not be appropriate or satisfactory for the client's use, and he/she should verify all information before relying on it. Any decisions made based on information contained in the app, including information received through the client's use of the Services, are his/her sole responsibility.
    2. The client expressly understands and agrees that the company shall not be liable for any damages whatsoever (including, without limitation, direct, indirect, incidental, special, consequential, exemplary damages, or those resulting from lost profits, lost data or business interruption, loss of goodwill, loss of use, or other losses whether based on warranty, contract, tort or any other legal theory (even if the company has been advised of the possibility of such damages), arising out of: (I) the use or inability to use Services, (ii) any link provided in connection with the Services, (iii) the materials or information contained at any or all such linked websites or mobile app, (iv) client's reliance on any of the Services; (v) the interruption, suspension, termination of the Services or any portion thereof, (vi) the timeliness, deletion, misdelivery or failure to post or store any information, or (vii) any matter otherwise related to the client's use of the Services. In no event shall the company’s aggregate liability to the client relating to his/her use of the Services exceed one hundred dollars ($100).
    3. A party to the agreement shall be released from responsibility for non-fulfilment if it proves that this agreement was not fulfilled due to force majeure. In particular, the company shall not be liable for any losses caused by force majeure, riot, war or natural events or due to other occurrences for which the company is not responsible (e.g. strike, lock-out, traffic hold-ups, administrative acts of domestic or foreign high authorities). The client must provide written notification of the occurrence of force majeure, which prevents the fulfillment of this agreement, within 30 calendar days from the date of the occurrence of these circumstances. The company shall inform the client about the occurrence of force majeure by e-mail or on the website if possible.
    4. The liability of the company is limited to direct losses, unless otherwise provided under the applicable laws.
    5. Due to the nature of Services and/or goods that the company provides and as the company cannot control the client’s adherence to the provided use instructions, the company provides no warranty as to any results or outcomes coming from using Services and/or goods.
    6. When using Services the client may receive links to other websites or mobile apps that are not owned and/or controlled by the company. These are provided “as is”. The client acknowledges and agrees that the company is not responsible for the operation of such links. Furthermore, the company is not responsible or liable for any content, advertising, products or other materials that may be accessed through such links and therefore the client agrees that the company shall not be responsible or liable, directly or indirectly for any damage or loss caused or alleged to be caused by or in connection with use or reliance on any such content, goods, Services available on or through any such websites or mobile apps.

14. Medical Disclaimer

    1. Before trying any plans and/or goods by the company, the client should consult with his/her healthcare service provider. By using our Services, you agree, represent and warrant that you have received consent from your physician to participate in any of the related activities made available to you in connection with the Services. If you choose to participate in these activities, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities. The activities promoted by the Services may pose risks even to those who are currently in good health.
    2. The company is not a medical organization and is not providing any medical advice or assistance. Your use of the services does not create a doctor-patient relationship between you and AI Rep Counter. Nothing within the Services provided by the company is associated with, should be taken as, or understood as medical advice or assistance, nor should it be interpreted in substitution for any medical advice or assistance, or used or referred to instead of seeking appropriate medical advice or assistance from health care providers. The client is solely responsible for evaluating and assessing his own health, including any need to seek appropriate guidance from a health care provider.
    3. Except as otherwise set out in these Terms, and to the maximum extent permitted by applicable law, we are not responsible or liable, either directly or indirectly, for any injury, illness, or damages sustained from your use of, or inability to use, any Services or features of the Services, including any Content or activities you access or learn about through our Services even if caused in whole or part by the action, inaction or negligence of AI Rep Counter or others.

15. Validity And Termination

    1. This agreement is effective after the client accepts and electronically expresses his/her consent to comply with them, and they shall remain in effect until terminated in accordance with the following section.
    2. The company may terminate the relationship with the client at any time in the following cases: (1) the client does not agree with the agreement; (2) the client commits any breach of the agreement; (3) the client does not provide information requested by the company and/or provides incorrect and/or incomprehensive information. Notwithstanding the foregoing, statutory termination rights shall not be affected.

16. Changes To Agreement

    1. This agreement, privacy policy and any additional terms and conditions that may apply are subject to change. The company reserves the right to modify and update the agreement from time to time and such changes shall be effective immediately upon posting to the company’s website or mobile app.
    2. All amended agreement, privacy policy and any additional terms and conditions will be posted online. The company may give notice to the client of any upcoming changes by sending an email to the primary email address provided by the client, or notifying through the website.
    3. The client understands and agrees that any continued use and access to the Services after any posted updates of the agreement, means that client voluntary agrees to be bound by this agreement. If client does not agree to be bound by the updated agreement, he/she should not use (or continue to use) the Services.

17. Communication

    1. In general, the company prefers communication by e-mail. By accepting this agreement, the client accepts communication by e-mail. For this purpose, the client is requested to have a valid e-mail address and provide it when filling required information as stipulated in section 3.2. The company may publish information related to this agreement or Services on the website. The client should check his/her e-mail messages as well as information provided on the website regularly and frequently. E-mails may contain links to further information and documents.
    2. Where applicable laws require provision of information on a durable medium, the company will either send the client an email with an attachment or send the client a notification referring to the Services with download function to retain such information and documents permanently for future reference. It is the client’s responsibility requested to keep copies of all communications from the company.
    3. The client may request a copy of this agreement or any other contractual document by contacting kolos@dna325.com.
    4. The communication with the client will be made in English, unless the company and the client agree to communicate in another language.
    5. The client may contact us at any time by sending a message to kolos@dna325.com.

18. Dispute Resolution

    1. Informal dispute resolution. Client agrees to participate in informal dispute resolution before filing a claim against the company. Any complaints in relation to the company and the Services provided to the client should be addressed to the company by contacting kolos@dna325.com.
    2. Client should clearly indicate that a complaint is being submitted and specify the grounds and circumstances concerning the complaint. The company will send a complaint acknowledgement to the e-mail address from which the complaint has been received. We will consider the complaint and respond to the client within 14 calendar days of the day of receipt of a relevant complaint. If a dispute is not resolved within 30 calendar days of the day of receipt of a relevant complaint, client or company may bring a formal claim.
    3. Arbitration. Except for disputes that qualify for small claims court, all disputes arising out of or related to this agreement or any aspect of the relationship between client and company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. Client and company agrees that client and company are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.
    4. Client agrees that any arbitration under this agreement will take place on an individual basis; class arbitrations and class actions are not permitted, and client is agreeing to give up the ability to participate in a class action.
    5. Client may opt out of this agreement to arbitrate by emailing kolos@dna325.com with client’s first name, last name, and address within thirty (30) days of accepting this agreement to arbitrate, with a statement that client declines this arbitration agreement.
    6. The arbitration will be administered by the American Arbitration Association (AAA) under its consumer arbitration rules, as amended by this agreement. The consumer arbitration rules are available online at https://www.Adr.Org/consumer. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by client or company that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this agreement will preclude client from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

19. Miscellaneous

    1. No person other than the client shall have any rights under this agreement.
    2. Client may not assign any rights under this agreement to any third party without the prior consent of the company. The company at its sole discretion may assign its rights and obligations under this agreement in full or in part to any third party.
    3. If any part of this agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.
    4. The use of the Services is solely at client's own risk. The Services are provided on an “as is” and “as available” basis. The company expressly disclaims all warranties of any kind with respect to the Services, whether express or implied including warranties of merchantability, fitness for a particular purpose, non-infringement of intellectual property or arising from a course of dealing, usage or trade practice. Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to the client. The company makes no warranty that the Service will meet client's requirements, or will be uninterrupted, timely, secure, current, accurate, complete or error-free or that the results that may be obtained by use of the Service will be accurate or reliable. Client understands and acknowledge that his/her sole and exclusive remedy with respect to any defect in or dissatisfaction with the site or Service is to cease to use the Services. Client may have other rights, which may vary from state to state.
    5. You are responsible for maintaining the confidentiality of your account and are fully responsible for all activities that occur under your account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. We care about the security of our users. While we work hard to protect the security of your Personal Data, User-Generated Content, and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify our Support Team immediately of any actual or suspected breach or unauthorized access or use of your account.
    6. By using or accessing the Services, client hereby acknowledges that he/she has read this agreement, understood it, and agrees to be bound by its terms and conditions.
    7. These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law principles.