Terms of Service

1. Who these terms are between

These Terms govern your use of the Countwell website, client portal and processing services. "Countwell," "we" and "us" mean Countwell, LLC. "You" means the firm, agency or individual that creates an account or places an order. If you are accepting on behalf of an organization, you represent that you are authorized to bind it.

2. What we do

We provide traffic data processing: extracting turning movement counts, directional volumes, vehicle classification, and pedestrian counts from video footage you supply, and returning workbooks, summary reports, raw per-detection data and a written analysis. We do not perform field data collection, and we do not represent that any deliverable satisfies a particular regulatory, permitting or engineering standard — the professional judgment applied to the data remains yours.

3. Accounts

You must provide accurate account information and keep your credentials secure. You are responsible for activity under your account, including orders placed by anyone you invite to it. Notify us promptly of any suspected unauthorized access. We may suspend an account for non-payment, for suspected fraud, or where continued processing would place us in violation of law.

4. Orders, pricing and the committed date

Prices are quoted per processing hour by study type, as published on our pricing page or as separately agreed in writing. When you place an order, our system calculates a committed delivery date from the work already in our queue, our measured throughput and the review pass. That date is a contractual commitment, subject only to Section 6 (footage quality) and Section 14 (events outside our control).

If a committed date is at risk for any reason, we will tell you as soon as we know, with a revised date. Where the delay is within our control and the revised date does not work for you, you may cancel the affected study before it is delivered for a full refund of the credits drawn. That is your exclusive remedy for late delivery.

5. Processing credits

Credits are prepaid processing hours. One credit equals one intersection-hour of standard turning movement processing; other study types draw credits at the published ratio for that type. Credits are:

• Valid for twelve months from the date of purchase, after which unused credits expire. We will notify you at ninety and thirty days before expiration.
• Non-refundable once purchased, except as provided in Sections 4 and 6, and except where required by law.
• Non-transferable between unaffiliated firms without our written consent.
• Drawn at the rate in effect when the order is placed, not when the credits were purchased.

Invoiced and purchase-order arrangements are available on approval, on net-30 terms. Amounts unpaid after thirty days may accrue interest at the lesser of one and one-half percent per month or the maximum permitted by Texas law.

6. Your footage, and what makes it usable

You retain all ownership of footage you upload. You grant us a limited, non-exclusive license to store, process, and analyze it solely to perform the services you ordered, and to maintain it for the retention period described in Section 8. We do not use your footage to train third-party models, and we do not disclose it or the resulting data to anyone other than you, except as required by law.

You represent that you have the right to provide the footage to us, and that its collection complied with applicable law. Our working specification is footage 480 lines tall — 640×480, 854×480 or any width matching the source aspect ratio — with continuous timestamps, at 25 frames per second for best accuracy. Higher-resolution footage is accepted and normalized to that specification on receipt at no additional charge, preserving the original frame rate and aspect ratio; normalization may add a day to a large batch, and any such adjustment is reflected in the committed date given at order time. We inspect footage on receipt. If footage cannot be processed to our accuracy standard, we will tell you before processing begins and you may withdraw the affected sites with no credits drawn.

7. Accuracy standard and human review

Every study receives a human review pass before delivery. Our published accuracy standard, and the audit protocol by which we measure it, are described on our accuracy standard page and incorporated here by reference.

If an audit of a delivered study shows accuracy below our published standard for reasons within our control, we will reprocess the affected sites at no charge, or refund the credits drawn for them at your election. You must raise an accuracy claim within sixty days of delivery, and provide the manual count or other basis on which the claim rests. Reprocessing or refund is your exclusive remedy for accuracy shortfalls.

8. Retention and deletion

Footage is retained for ninety days from the date we receive it, then automatically and permanently deleted. Within that window you can ask us to re-extract different metrics from the same collection without a new deployment. We will email you fourteen days before a project’s footage is due to age out, so nothing disappears without warning; if you need it held longer, tell us before that window closes and we will arrange it. You may also request deletion of any project earlier at any time, and we will confirm the deletion in writing.

Deliverables and study data are not subject to that window. They remain available in your portal for re-download for the life of your account. Ninety days applies only to the raw video you upload — the finished work is yours to retrieve indefinitely.

9. White-label deliverables

Deliverables are branded with the logo and naming convention you provide, and you may present them as your firm's work product. You grant us the limited right to apply your marks to those deliverables for that purpose. Ownership of the deliverables and the data in them passes to you on delivery. We retain ownership of our processing methods, software, workbook templates and analytical formats.

We will not identify you as a client, or use your name or marks in our own marketing, without your written permission.

10. Confidentiality

Each party will protect the other's confidential information — including your footage, your client identities and our methods and pricing — with at least reasonable care, and will use it only for the purposes of this relationship. On account creation we execute a mutual non-disclosure agreement at no charge; where its terms conflict with this section, that agreement controls.

11. Disclaimer

Except as expressly stated in Sections 4 and 7, the services and deliverables are provided "as is." We disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that any deliverable will be accepted by a specific agency, will support a particular engineering conclusion, or will be error-free.

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost business or reliance damages, even if advised of the possibility. Our total aggregate liability arising out of or relating to a given study will not exceed the amount you paid for that study. Our total aggregate liability for all claims arising in any twelve-month period will not exceed the greater of the amounts you paid to us in that period or one thousand dollars.

These limits do not apply to a party's breach of Section 10, to our gross negligence or willful misconduct, or to amounts you owe us for services rendered.

13. Indemnity

You will indemnify us against third-party claims arising from footage you provided — including claims that its collection or provision to us violated law or a third party's rights — and from your use or presentation of deliverables. We will indemnify you against third-party claims that our processing software or workbook templates infringe that party's intellectual property.

14. Events outside our control

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, extended utility or network failure, hardware failure not attributable to neglect, labor disruption, or government action. Where such an event affects a committed date, we will notify you promptly with a revised date, and you may cancel the affected study for a refund of credits drawn.

15. Term, suspension and termination

Either party may close the relationship at any time on written notice. On termination, we will complete or refund work in progress at your election, make your deliverables available for download for at least ninety days, and delete your footage on request. Unused credits are refundable on termination only where we terminate without cause; otherwise Section 5 governs.

16. Changes to these terms

We may update these Terms. Material changes take effect thirty days after we notify you by email or in the portal, and we will ask you to acknowledge them at your next sign-in. Continued use after that date constitutes acceptance. The version you accepted governs orders already placed.

17. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The parties will attempt in good faith to resolve any dispute by negotiation for thirty days before filing suit. Venue for any action lies in the state or federal courts serving Travis County, Texas, and each party consents to that jurisdiction.

18. General

These Terms, together with any executed non-disclosure agreement and any written order-specific terms, are the entire agreement between us. If any provision is unenforceable, the rest remains in force. Neither party may assign this agreement without the other's consent, except to a successor of substantially all of its business. Notices go to the email addresses on the account.

Questions about these terms: intake@countwelltx.com