Terms of Service

These Terms govern your use of the Counterpoint Studio application at app.counterpointstudio.com and related services.

1. Who we are

Counterpoint Studio is operated by Counterpoint Studio LLC, a Georgia limited liability company.

2. Accounts

You need an account to create materials, share with students, or purchase a subscription. You’re responsible for keeping your credentials safe and for activity that happens under your account. You must be at least 13 to create an account. If you are under the age of digital consent in your jurisdiction, you confirm that a parent or guardian has given consent for you to use Counterpoint Studio.

If you add student accounts to your classroom, studio, or group, you are responsible for obtaining any parental or guardian consent required by applicable law before doing so, including consent for students below the age of digital consent in their jurisdiction. By adding a student, you represent that you have obtained the required consent. Counterpoint Studio relies on your representation and does not independently verify it, and you agree to indemnify us against claims arising from a failure to obtain required consent.

3. Subscriptions and billing

Counterpoint Studio offers paid subscription tiers billed monthly or annually through Stripe, our third-party payment processor. Prices are shown in USD unless otherwise indicated. Subscriptions renew automatically at the end of each billing period unless cancelled.

You can cancel anytime from the billing portal. After cancellation, your subscription remains active through the end of the billing period you have already paid for. When that period ends, your access to the service ends and your materials may no longer be available to you. You can export your materials at any time before access ends.

Subscription fees are non-refundable except as described in our Refund Policy or where required by applicable consumer protection law.

4. Trials

New accounts can start a 14-day Standard trial or a 14-day Teacher trial at no cost. Neither trial collects payment details and neither converts automatically to a paid subscription — when a trial ends, the account is locked until you choose a paid plan. Each account can use each trial type once.

5. Your content

You own the materials you create. You grant Counterpoint Studio a non-exclusive license to host, render, transmit, and otherwise process those materials as necessary to operate, maintain, and improve the service. We do not sell your content.

6. Acceptable use

Users may not use Counterpoint Studio to host unlawful material, infringe copyright, harass students or collaborators, or attempt to bypass security, billing, or entitlement controls. We may suspend accounts that violate these rules.

7. Copyright and the DMCA

Counterpoint Studio respects intellectual property rights and complies with the Digital Millennium Copyright Act (“DMCA”). If you believe material on Counterpoint Studio infringes a copyright you own, you may submit a takedown notice to our designated agent.

Takedown notice requirements. A valid notice must include:

• Your physical or electronic signature.
• Identification of the copyrighted work you claim was infringed.
• Identification of the material on Counterpoint Studio you want removed, with enough detail for us to locate it.
• Your contact information (address, phone number, email).
• A statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

Send notices to our designated agent:

Counterpoint Studio LLC
Attn: Copyright Agent
8735 Dunwoody Place, Suite R
Atlanta, GA 30350
Phone: (762) 264-3411
Email: dmca@counterpointstudio.com

Counter-notice. If you believe your material was removed in error, you may submit a counter-notice including: your signature, identification of the removed material and where it was located, a statement under penalty of perjury that you have a good-faith belief the removal was a mistake or misidentification, and your consent to the jurisdiction of the federal court for your district (or, if outside the US, for any district in which Counterpoint Studio may be found). We may restore the material after 10–14 business days unless the original complainant files suit.

Repeat infringers. We terminate the accounts of users who we determine to be repeat infringers.

8. Availability and changes

We aim for high uptime but we do not guarantee uninterrupted service. We may change features, pricing, or limits with reasonable notice.

9. Termination

You can delete your account at any time. We may terminate or suspend accounts for non-payment, violation of these Terms, or legal reasons. On termination we retain the minimum data required for billing records; see the Privacy Policy for details.

10. Warranty and liability

Please read this section carefully — it limits Counterpoint Studio’s legal and financial responsibility for the service.

Service provided “as is.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COUNTERPOINT STUDIO SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. COUNTERPOINT STUDIO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT YOUR CONTENT WILL ALWAYS BE AVAILABLE, OR THAT DEFECTS WILL BE CORRECTED.

Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COUNTERPOINT STUDIO WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COUNTERPOINT STUDIO’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO COUNTERPOINT STUDIO IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

Carve-outs. Nothing in this section limits or excludes liability that cannot be limited or excluded under applicable law, including:

• Death or personal injury caused by our negligence;
• Fraud or fraudulent misrepresentation;
• Willful misconduct or gross negligence;
• Your indemnification obligations under these Terms; or
• Rights that cannot be waived under mandatory consumer protection law, including — where applicable — your rights under the EU Consumer Rights Directive, the UK Consumer Rights Act 2015, and equivalent statutes in other jurisdictions.

Basis of the bargain. You acknowledge that these limitations are an essential part of the agreement between you and Counterpoint Studio, and that we would not provide the service on the terms set out here without them. These limitations apply even if a remedy is found to have failed of its essential purpose.

11. Indemnification

You agree to indemnify, defend, and hold harmless Counterpoint Studio LLC, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “Counterpoint Studio Parties”) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the service;
• Your violation of these Terms;
• Materials or content you submit to, upload to, or share through the service;
• Your violation of any law or any right of a third party, including intellectual property, privacy, or publicity rights; or
• Your failure to obtain any parental or guardian consent required when you add student accounts under Section 2.

We will notify you promptly of any claim for which we seek indemnification and will cooperate reasonably with your defense, at your expense. You may not settle any claim that affects the Counterpoint Studio Parties’ rights or obligations without our prior written consent. This obligation does not apply to the extent a claim arises from a Counterpoint Studio Party’s fraud, willful misconduct, or gross negligence.

12. Governing law

These Terms are governed by the laws of the State of Georgia, United States, without regard to its conflict-of-laws rules. Disputes are handled as described in Section 13.

If you are a consumer located in the European Union, the United Kingdom, or another jurisdiction that grants consumers the right to bring claims in their local courts or under their local law, nothing in these Terms limits those rights.

13. Dispute resolution and arbitration

Please read this section carefully — it affects your legal rights, including the right to bring a lawsuit in court and the right to participate in a class action.

Informal resolution first. Before filing an arbitration demand or lawsuit, you and Counterpoint Studio agree to try to resolve any dispute informally for at least 30 days. To start informal resolution, send a written notice describing the dispute to hello@counterpointstudio.com (for claims by you) or to the email address on your account (for claims by us). If we cannot resolve the dispute within 30 days of the notice, either party may proceed to arbitration.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Counterpoint Studio service that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. The arbitrator, not any court, has exclusive authority to decide all issues relating to the scope, enforceability, and interpretation of this arbitration agreement. The Federal Arbitration Act governs this arbitration agreement.

Class-action waiver. You and Counterpoint Studio agree that any arbitration or proceeding between us will be conducted only on an individual basis and not as a class, consolidated, collective, or representative action. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class or representative proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must be brought in court under the Non-arbitrable claims paragraph of this section, and the remainder of this Section 13 continues to apply to all other claims.

Small-claims carve-out. Nothing in this section prevents either party from bringing an individual action in small-claims court for disputes within that court’s jurisdiction.

Opt-out. You may opt out of this arbitration agreement by sending written notice to hello@counterpointstudio.com within 30 days of first accepting these Terms. The notice must include the email address on your account and a clear statement that you are opting out of arbitration. Opting out does not affect any other part of these Terms.

Location. Arbitration will take place in a location the parties agree on or, failing agreement, the county where you reside at the time of the demand. Arbitration may be conducted by video conference if either party requests.

Fees. The AAA’s Consumer Arbitration Rules govern fees. If AAA’s fees would be prohibitive for you, Counterpoint Studio will pay your share of arbitration fees for any non-frivolous claim.

Non-arbitrable claims. Any dispute that is not subject to arbitration under this section — including small-claims actions and claims that cannot be arbitrated under applicable law — will be brought exclusively in the state or federal courts located in the State of Georgia, and you consent to personal jurisdiction in those courts.

EU, UK, and other consumer carve-outs. If you are a consumer in the European Union, the United Kingdom, or another jurisdiction whose consumer protection laws provide that mandatory arbitration clauses or class-action waivers are unenforceable against consumers, nothing in this section limits your rights under those laws.

14. Miscellaneous

Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, pandemics, labor disputes, government action, widespread internet or power outages, failures of third-party infrastructure providers, or other force majeure events. This does not excuse any obligation to pay amounts owed.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign without consent is void. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

Entire agreement. These Terms, together with the Privacy Policy, Refund Policy, the Data Processing Agreement (where applicable), and any other policies referenced in them, constitute the entire agreement between you and Counterpoint Studio regarding the service and supersede any prior or contemporaneous agreements on the same subject matter.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect. This rule does not override Section 13’s class-action waiver, which has its own severability rule.

No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision. A waiver is only effective if made in writing and signed by an authorized representative of Counterpoint Studio.

Relationship of the parties. These Terms do not create any partnership, joint venture, employment, or agency relationship between you and Counterpoint Studio.

Notices. We may give you notices by email to the address on your account, through the service, or by posting on our website. Notices to Counterpoint Studio must be sent to hello@counterpointstudio.com unless otherwise specified in these Terms.

15. Changes to these Terms

When we make material changes we’ll notify you by email and in the app. Continued use after a change takes effect constitutes acceptance of the new Terms.

16. Contact

Questions? Email hello@counterpointstudio.com.