Last updated: May 6, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you and Startup Works, Inc. d/b/a Counsel ("we," "our," or "us") governing your access to and use of the Counsel platform, website, and services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.
Please read our Privacy Policy carefully to understand how we collect, use, and protect your information.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes.
Counsel provides a platform for managing startup governance, treasury, and legal matters. Our Services include but are not limited to:
We reserve the right to modify, suspend, or discontinue any part of the Services at any time with prior notice when possible, particularly for changes that may affect the security or privacy of your data.
To use certain features of our Services, you must register for an account. When you register, you agree to provide accurate, current, and complete information about yourself and your business. You must be at least 18 years old and have the legal authority to enter into these Terms.
If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. We recommend using strong, unique passwords and enabling two-factor authentication when available.
Certain aspects of our Services require payment of fees. All fees are specified on our pricing page or otherwise communicated to you. By using the paid Services, you agree to pay all fees and charges associated with your account on a timely basis in the currency stated at the time of purchase.
All payments are non-refundable unless otherwise specified or required by applicable law. We reserve the right to change our fees at any time. If we change our fees, we will provide notice of the change on the website or by email, at our option, at least 14 days before the change takes effect.
The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Startup Works, Inc, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:
Our Services may allow you to upload, submit, store, send, or receive content. You retain ownership of any intellectual property rights that you hold in that content. All your data is stored in encrypted form and remains private and confidential.
We do not access, review, or share your data except as necessary to provide the Services or as required by law. We implement appropriate technical and organizational measures to protect your data against unauthorized access or disclosure.
When you upload, submit, store, send, or receive content to or through our Services, you grant Counsel only the limited rights necessary to provide you with the Services, such as storage, backup, and processing required for the functioning of the platform. This license does not grant us rights to use your content for any other purposes.
You represent and warrant that:
You agree not to use the Services:
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
Counsel EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Counsel DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.
NO INFORMATION OR ADVICE OBTAINED FROM Counsel OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
NOTWITHSTANDING THE ABOVE, Counsel COMMITS TO IMPLEMENTING INDUSTRY-STANDARD SECURITY MEASURES TO PROTECT YOUR DATA AND MAINTAINING THE CONFIDENTIALITY OF YOUR INFORMATION AS DESCRIBED IN THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Counsel, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Counsel, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.
These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country.
No waiver by Counsel of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Counsel to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
These Terms, our Privacy Policy, and any other agreements or policies referenced herein constitute the sole and entire agreement between you and Counsel regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.
Questions or comments about the Services or these Terms may be directed to Startup Works, Inc. d/b/a Counsel at:
Email: [email protected]
For data privacy-related inquiries or to exercise your rights regarding your personal data, please contact: [email protected]
Counsel is committed to maintaining the privacy and confidentiality of your data. All user data uploaded to our platform is encrypted both in transit and at rest using industry-standard encryption protocols.
We implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including:
We will notify you promptly in the event of any security breach affecting your personal data in accordance with applicable law.
We may employ third-party companies and individuals to facilitate our Services ("Service Providers"), provide the Services on our behalf, perform Service-related services, or assist us in analyzing how our Services are used.
These third parties have access to your data only to perform these tasks on our behalf and are contractually obligated not to disclose or use it for any other purpose. All Service Providers are bound by confidentiality agreements and are required to implement appropriate technical and organizational measures to ensure the security of your data.
We do not sell your data to third parties under any circumstances.