These Terms of Service ("Terms") are a contract entered into between Act-On Software,
Inc., with its principal place of business at 8405 Nimbus Ave, Suite E,
Beaverton, Oregon 97008,
USA, ("Act-On"), and the individual and/or entity or agent ("User" or "you")
identified in the service application submitted during the enrollment registration
Terms are the general terms and conditions governing User's use of the electronic
communication, document generation, data collection, storage, and hosting services
(collectively the "Service") made available by Act-On through the Act-On web
currently published at www.act-on.com ("Site"), and/or made available
in whole or in part through any embedded application or third party partner web
site or web portal.
These Terms of Service are posted and made available for review from the Act-On
Site. Act-On may make changes to these Terms, and continued use of the Service
User's acceptance of any such changes. In addition, when using particular Act-On
services, User and Act-On shall be subject to any posted guidelines or rules
such Services that may be posted from time to time.
READ THESE TERMS CAREFULLY BEFORE SUBMITTING AN APPLICATION
FOR REGISTRATION TO USE THE SERVICE. IF YOU DO NOT AGREE TO
THESE TERMS OF SERVICE OR ANY PART THEREOF, YOUR ONLY REMEDY
IS TO NOT ACCESS THE SERVICE AND NOT USE THE SERVICE. BY USING
THE SERVICE, YOU INDICATE YOUR ACKNOWLEDGEMENT THAT YOU
HAVE READ AND ACCEPTED THESE TERMS.
1.1 The Service requires a provisioned "Account" through which the Service may
be accessed and used. In order to obtain a provisioned Account from Act-On, you
must (i) acknowledge that you have read and accepted these Terms of Service, (ii)
provide a valid e-mail address to which you have right and permission to access and
read e-mail communications, and (iii) provide any other information required by
Act-On during the enrollment registration process.
1.2 You represent and warrant to Act-On that the information provided by you in
the enrollment registration process is accurate and complete and that you will
promptly update your Account and profile information during the term of this
1.3 If you are registering on behalf of an entity, you represent and warrant to Act-On
that you have full right, power, and authority to bind such entity as the User to
these Terms, including without limitation the use of the Site, collection, storage,
and use of hosted data.
1.4 You are responsible for maintaining the security of your Account and password
necessary to access your Account. Act-On cannot and will not be liable for any loss
or damage from your failure to comply with this security obligation.
1.5 You are responsible for all data, information, and content (collectively
"Content") you may post on the Site, or use in conjunction with this Service,
including activity that occurs under your Account (even when Content is posted,
provided, or submitted by others who have separate user login access under your
Account). Personally identifiable information (PII) submitted by you shall be
furnished to the User.
1.6 Act-On reserves the right to refuse registration of, or cancel, accounts it deems
1.7 One person or entity may not maintain more than one free Act-On Service
Account. Accounts registered by automated methods, agents or "bots" are not
permitted and represent a violation of these Terms of Service.
2 Use, Restrictions, and Responsibilities
2.1 User must use the Service at all times strictly in accordance with all policies,
laws and regulations, including without limitation those relating to the use of the
Internet, electronic communications, anti-spam, privacy, obscenity, defamation and
applicable export laws. Your use of the Service at all times is subject to Act-On's
Acceptable Use Policy published at the Act-On Site or otherwise furnished to the
User and is incorporated in these Terms by reference. Act-On reserves the right, but
assumes no responsibility or obligation to monitor your conduct and use of the
Service. Act-On may, at its own discretion, take action to remediate any problems
caused by violations (or alleged violations) of the Acceptable Use Policy, including
but not limited to suspension to access (in part or in whole) the Service and/or
suspension or termination of the User's Account.
2.2 User represents and warrants to Act-On that it will use the Service in full
compliance with the CAN-SPAM act including but not limited to:
2.2.1 User will not use false or misleading e-mail header information. The
Act-On Service does not allow the manipulation of any e-mail header information
by the User. The User agrees not to use e-mail relays or other agents in
conjunction with the Service to deploy or send e-mail in any way that generates
false or misleading e-mail header information.
2.2.2 User will not use deceptive subject lines. This means that any subject
line attached to any electronic mail sent in conjunction with use of the Service
must clearly relate to the content of the electronic mail. Act-On policy and federal
law prohibit the use of deceptive or misleading subject lines.
2.2.3 User will use and apply the Opt-Out mechanism of the Service to any
electronic mail sent through the Act-On mail servers to provide a clear, easy to
use, and fully functional unsubscribe method for recipient electronic mail.
2.2.4 User will provide a valid physical postal address within the content of
the message using the mechanism of the Service. The CAN-SPAM law requires
that the "sender of the e-mail" (i.e. the person or company identified in the From
label) to display a physical postal address within the content of the message. The
Act-On Service provides this function automatically in the standard footer on all
e-mail composed and sent through the Service. Act-On requires that ALL Users of
the Service provide a valid and accurate postal address for this purpose.
2.3 In using the features of the Service, User may provide PII (such as name,
contact information, or other registration information) to Act-On. Act-On may use
this information and any technical information about User's use of this web site to
tailor its presentations to User, facilitate User's navigation through the Site, or
communicate separately with the User. All such PII is subject to the Act-On
2.4 These Terms of Service are an agreement for use of the Service made available
through the Site, and User is not granted a license to any software by these Terms.
User will not, directly or indirectly: reverse engineer, decompile, disassemble, or
otherwise attempt to discover the source code, object code, or underlying structure,
ideas, or algorithms of the Service or any software, documentation, or data related
to the Service ("Software"); modify, translate, or create derivative works based on
the Service or any Software; or copy (except for archival purposes), distribute,
pledge, assign, or otherwise transfer or encumber rights to the Service or any
Software; use the Service or any Software for timesharing or service bureau
purposes or otherwise for the benefit of a third party; or remove any proprietary
notices or labels, or build a competitive product or service.
2.5 In the course of navigating the Site and using the Service, User may provide
Act-On with feedback, including but not limited to suggestions, observations, errors,
problems, and issues regarding the Service and Site (collectively "Feedback").
You hereby grant to Act-On a worldwide, irrevocable, perpetual, royalty-free,
transferable, and sub-licensable, non-exclusive right to use, copy, modify,
distribute, display, perform, create derivative works from, and otherwise exploit all
2.6 User represents, warrants and covenants that: (i) you will not use the Service in
any manner for the development, design, manufacture, production, stockpiling, or
use of nuclear, chemical or biological weapons, weapons of mass destruction, or
missiles, in a country listed in Country Groups D: 4 and D:3, as set forth in
Supplement No. 1 to Part 740 of the United States Export Administration
Regulations, and (ii) it will not knowingly provide access to the Service to any
person (including any natural person or government or private entity) that is located
in or is a national of any embargoed or highly restricted country under United
States Export Regulations.
2.7 You must obtain, at your own expense, the appropriate Internet connections and
equipment needed to access and use the Service. You also must use reasonable
security precautions in connection with your use of the Service.
3.1 Act-On may, without notice to User, update and otherwise modify the Site or
Service in its sole discretion, including but not limited to providing updates or
modifying features or functionality, or removing features or functionality
(collectively "Updates"). These Terms apply to all such Updates.
4.1 User may terminate these Terms of Service at any time by sending an e-mail
message to firstname.lastname@example.org or by sending written notice to, Act-On
Software, Inc. at 8405 Nimbus Ave, Suite E, Beaverton, Oregon 97008,
4.2 Act-On may terminate these Terms of Service, the Service, and the User's
access to the User's Account at any time with or without cause, and with or without
notice. Act-On shall have no liability to User or any third party because of such
4.3 Upon termination for any reason, Act-On may delete any User archived data
within 30 days after the date of termination. All sections of these Terms which by
their nature should survive termination will survive termination, including, without
limitation, warranty disclaimers and limitations of liability.
4.4 If User does not log into its account for more than 90 days, the Account may
become inactive. When an Account is classified (at Act-On's sole discretion) as
inactive, Act-On will notify User by e-mail. INACTIVE ACCOUNTS HAVE 30
DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA,
INCLUDING TRACKING RESULTS, MAY BE PERMANENTLY REMOVED
FROM THE ACTON DATA STORE.
5 Warranty Disclaimer
5.1 YOU USE THE SERVICE AT USER'S OWN RISK. ACTON DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS
PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND ACTON
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
ACTON MAKES NO WARRANTY THAT (i) THE SITE OR THE SERVICE
WILL MEET YOUR EXPECTATIONS, (ii) THE SITE AND SERVICE WILL
BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) ANY
ERRORS IN THE SITE OR SERVICE WILL BE CORRECTED.
6 Limitation of Liability
6.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR
PERSONAL INJURY OR DAMAGE TO REAL OR TANGIBLE PERSONAL
PROPERTY PROXIMATELY CAUSED BY ACTON, ACTON AND ITS
SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND
PROPERTY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS,
LITIGATION, OR THE LIKE) OR FOR DAMAGES THAT COULD HAVE
BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN
CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER BASED
ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ACTON HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You
acknowledge and agree that the Service may be subject to limitations, delays,
temporary outages, and other problems inherent to the use of the Internet or caused
by computer equipment failures, telecommunications equipment failures, other
equipment failures, electrical power failures, or acts of God, and that Act-On is not
responsible for any damage, harm, or losses resulting from such problems.
6.2 NO CLAIM MAY BE ASSERTED BY EITHER PARTY AGAINST THE
OTHER PARTY WITH RESPECT TO ANY EVENT, ACT, OR OMISSION
THAT OCURRED MORE THAN TWO (2) YEARS PRIOR TO SUCH CLAIM
6.3 The limitations of damages and liability set forth above fundamental elements
of the basis of the bargain between Act-On and the User. The Act-On Site and the
Service would not be provided by Act-On without such limitations.
6.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
THEREFORE, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION
MAY NOT APPLY TO YOU. IN THAT CASE, ACTON'S LIABILITY SHALL
BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
7 Export of Services or Technical Data
7.1 User may not remove or export from the United States or allow the export or
re-export of the Site and Service, or any direct product thereof, including technical
data, in violation of any restrictions, laws, or regulations of the United States or any
other applicable country.
8.1 If any provision of these Terms is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that
these Terms will otherwise remain in full force and effect and enforceable.
8.2 Both parties agree that these Terms are the complete and exclusive statement of
the mutual understanding of the parties and supersedes and cancels all previous
written and oral agreements, communications, and other understandings relating to
the subject matter of these Terms, and that all waivers and modifications must be in
a writing signed by both parties, except as otherwise provided herein.
8.3 No agency, partnership, joint venture, or employment is created as a result of
these Terms, and User does not have any authority of any kind to bind Act-On in
any respect whatsoever.
8.4 In any action or proceeding to enforce rights under these Terms, the prevailing
party will be entitled to recover its costs and attorneys fees.
8.5 These Terms of Service shall be treated as though it were executed and
performed in the State of California USA and shall be governed by and construed
in accordance with the laws of the United States of America and of the State of
California without regard to its conflict of laws provisions or your actual state or
country of residence. These Terms of Service shall be interpreted in accordance
with its fair meaning and not strictly for or against any party. All legal proceedings
arising out of or in connection with this Terms of Service shall be brought solely in
the federal or state courts located in Santa Clara County, California, and be brought
solely in the federal or state courts located in Santa Clara County, California, and
User expressly submits to the jurisdiction of, and venue in, such courts. User
further consents to extra-territorial service of process.
8.6 We reserve the right to modify our pricing and we will notify you by e-mail
when this occurs.
8.7 Your clicking on "I agree" or otherwise using the Service constitutes your
electronic signature to these Terms of Service and your consent to enter into
agreements with Act-On electronically. User agrees that Act-On may send in
electronic form any notices or other communications relating to the Service
("Notices") to you, at Act-On's option, to the e-mail address that you provided during
registration (or such other e-mail address of which you notify Act-On as provided in
paragraph (1.1) above or by posting the Notice on the applicable Service or
otherwise on the Site. The delivery of any Notice from Act-On is effective when
sent, regardless of whether or when you read the Notice or whether you actually
receive the delivery. All agreements completed electronically will be deemed for all
legal purposes to be in writing and legally enforceable as a signed writing.