By using Actin, the customer is agreeing to be bound by the below agreement. If the customer is agreeing to the terms of service on behalf of or for the benefit of their employer, then the customer represents and warrants that it has the necessary authority to agree to the terms of service on behalf of their employer.
This agreement is between Actin, and the customer agreeing to these terms (Customer).
Use of Service
Customer Owned Data
All data and files uploaded by Customer remains the property of Customer, as between Actin and Customer (Customer Data). Customer grants Actin the right to use the Customer Data solely for purposes of performing under this agreement.
Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Actin promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's online user guide and applicable law.
Actin must provide customer support for the Service under the terms of Actin's Customer Support Policy (Support) which is located at todobot.io, and is incorporated into this agreement for all purposes.
Third Party Services
The Service interoperates with Slack.com; Cisco Spark and HipChat, and depends on the continuing availability and access to Slack; Cisco Spark and HipChat. If for any reason Actin cannot access or use the above applications (including without limitation, change in terms or increase in fees charged by Slack/Cisco Spark/HipChat), Actin may not be able to provide all of the functions of its Service. No refund or credit will be provided for temporary unavailability of any Slack/Cisco Spark/HipChat (for example, maintenance windows), however if access to a Slack/Cisco Spark/HipChat is permanently not available then Customer may terminate the affected order and Actin will provide a refund to Customer of any prepaid and unused fees for that order.
Actin disclaims all warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. While Actin takes reasonable physical, technical and administrative measureS to secure the Service, Actin does not guarantee that the Service cannot be compromised. Customer understands that the Service may not be error free, and use may be interrupted.
Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information).
Actin's Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement.
The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
Reservation of Rights
The software, workflow processes, user interface, designs, and other technologies provided by Actin as part of the Service are the proprietary property of Actin and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Actin.
Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Actin reserves all rights unless expressly granted in this agreement.
Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
During and after the term of this agreement, Actin may use non-personally identifiable Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
Exclusion of Indirect Damages
Actin is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
If a third-party claims against Actin that any part of the Customer Data infringes or violates that party's patent, copyright or other right, Customer will defend Actin against that claim at Customer's expense and pay all costs, damages, and attorney's fees, that a court finally awards or that are included in a settlement approved by Customer, provided that Actin: promptly notifies Customer in writing of the claim; and allows Customer to control, and cooperates with Customer in, the defense and any related settlement.
Governing Law and Forum
This agreement is governed by the laws of Australia (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement.
Any suit or legal proceeding must be exclusively brought in the federal or state courts for NSW, Australia and Customer submits to this personal jurisdiction and venue.
Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party. Other Terms
Entire Agreement and Changes
This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter.
Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
The parties are independent contractors with respect to each other.
Enforceability and Force Majeure
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
Money Damages Insufficient
Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
Order of Precedence
If there is an inconsistency between this agreement and an order, the order prevails.
Survival of Terms
Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
By submitting ideas, suggestions or feedback to Actin regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Actin an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.