BY USING THE SERVICE, CUSTOMER AGREES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND AS A CONDITION TO CUSTOMER’S USE OF THE SERVICE, CUSTOMER AGREES TO BE BOUND BY THESE GENERAL TERMS AND CONDITIONS (“GENERAL TERMS”). THE PERSON WHO ENTERS INTO THE ORDER ON CUSTOMER’S BEHALF REPRESENTS THAT SUCH PERSON HAS THE AUTHORITY TO AND DOES BIND CUSTOMER TO THESE GENERAL TERMS.
The following appendices forms an inseparable part of and is governed by the terms of these Terms of Service:
1. The Service
The Service is a software solution that provides analytics and reporting capabilities to users, primarily through digital interfaces. Users can access the Service through third-party platforms that have integrated its functionality, or directly through interfaces hosted by Actiknow. The Service may help users gather and organize data from their online activities, allowing them to analyze and manage it more effectively.
The Service is designed for business or professional use, and therefore, consumer protection laws do not apply to its use. To enter into an agreement and use the Service, you must be 18 years of age or older. By using the Service, you declare that all information you provide is accurate and truthful. You also confirm that you are of legal age to enter into an agreement and comply with its terms. Additionally, if applicable, you have the authority to legally bind the Customer entity listed on the agreement.
3. Account Registration
Registration for using the Service is mandatory for all Authorized Users. By using the Service, you agree to ensure that all Authorized Users follow the following requirements:
(a) Provide accurate, current, and complete Registration Data as requested in the registration forms on the Service.
(b) Keep login credentials such as passwords, logins, or other access codes secure and confidential. These must not be shared with any third party.
(c) Keep the Registration Data and any other information provided to us by you or any Authorized User up-to-date, and notify us immediately of any changes.
(d) If you notice any unauthorized use of an Authorized User’s account or any security breach, you must inform us immediately by email.
The Customer is solely responsible for any activity that occurs on an Authorized User’s account.
4. Free Trial
We may at our sole discretion offer you free trials for selected features of the Service or a limited time trial period of the entire Service. Once your free trial period ends, your ability to access the Service will terminate. Actiknow reserves the right to determine if you are eligible for a free trial and to discontinue any free trial without notice at our sole discretion.
5. Fees and payment
Selected features of the Service may be available to you for free, while certain features will be charged on a one-time or subscription basis (referred to as “Paid Services”). Actiknow has the right to impose or modify fees at any time by giving notice on the Service or by other means. In the event that you have signed an order form with Actiknow for Paid Services and the subscription is set to automatically renew, Actiknow reserves the right to increase fees by eight percent (8%) annually, which will apply to each renewal date of the subscription.
Upon purchasing any Paid Services, you authorize Actiknow or its third-party payment processors to charge the credit card you provided (which you guarantee is authorized for use) for all applicable fees, including applicable taxes, and you agree that our payment provider may store your credit card information. If Actiknow does not receive payment from your credit card provider, you will be liable for all outstanding payments, and Actiknow may suspend your access to the Services until full payment is received, or terminate the Terms of Service.
All sales of Paid Services are final, and Actiknow will not provide refunds, including for prepaid monthly fees. If you opt for automatic recurring payments and decide to terminate your subscription later, it is your responsibility to cancel the payment. Actiknow will not refund automatic payments that are not canceled in time.
6. Access; Use Restrictions
Actiknow grants you the right to access and use their Service, provided that you comply with their Terms, which includes paying all applicable fees on time. Your access and use are limited to your internal business purposes, non-transferable, non-exclusive, and can be revoked. You may create Custom Connectors to use with the Service, but there are specific usage restrictions that may change over time. Violations of these terms, including reverse engineering, modifying the Service (except for Custom Connectors), and using the Service for infringing or illegal purposes, will result in suspension or termination of access to the Service. Actiknow reserves the right to suspend or terminate access to the Service if they suspect any violation of their terms.
7. Third-party services, data and content
7.1 The Service allows you to collect data from multiple Third-Party Services, including third-party websites, as chosen by Actiknow. Actiknow may change the compatible Third-Party Services during the Term, and may discontinue them if the service providers no longer offer them. If you create Custom Connectors to access third-party services of your choice, you are solely responsible for using them, and Actiknow may discontinue your use of Custom Connector Services if you violate the terms of the Agreement.
7.2 Actiknow is not responsible for any data or content collected from Third-Party Services, including Facebook, Google Analytics, Google Ads, or Custom Connector Services. It is your responsibility to ensure that you have the right to use the Service for collecting and processing such data and to obtain any necessary consents and authorizations for such data and their processing through the Service. Actiknow does not assume any liability for such Third-Party Services, Custom Connector Services, or software, and you are solely responsible for obtaining any necessary licenses or consents for their use. You must also comply with the terms and conditions of the applicable Third-Party Services and Custom Connector Services, including any use restrictions, in addition to the terms of the Agreement.
7.3 Moreover, the Service may include links to third-party web pages and content that may be of interest to you. We do not monitor, approve, or take responsibility for any third-party web pages or content, nor do we have any control over them. We do not have any obligation to review or update such web pages or third-party content and cannot guarantee their accuracy or completeness. Also, if you navigate away from the Service by clicking on a link or otherwise, these Terms will no longer be in effect. Therefore, you should carefully review the relevant terms and policies, including privacy and data collection practices, of any third-party web page, content or service provider to which you navigate from the Service. Please be aware that accessing and using third-party content is at your own risk.
7.4 With respect to Google services, our tools will only have rights to access your Google Analytics/Ads/YouTube data (depending on which service you are logging in to), and nothing else on your Google account. You can revoke Actiknows’ right to access your data at any point from your Google account control panel.
8. Modifications to the Service
You agree that Actiknow may modify the Service without prior notice during the Term, but the company will make reasonable efforts to notify you of any significant changes beforehand. If there are any material changes, Actiknow may give you further instructions on any necessary actions you need to take in order to maintain your access and use of the Service.
Actiknow has the right to use subcontractors to carry out the Service under the Agreement, but it will bear full responsibility for any actions taken by those subcontractors. However, Actiknow is not responsible for any acts or failures to act by its hosting service or data communication service providers.
10. Term and Termination
10.1 Your account and subscription to the Service will continue until you decide to cancel it or until Actiknow cancels it in accordance with the Terms. Depending on your preference, your subscription may be automatically renewed or valid for a specific duration. If your subscription is set to auto-renew, it will remain active and renew automatically at the end of each subscription period, unless you cancel or we terminate it.
However, if you have a fixed-term subscription or one that is not set to auto-renew, it will end automatically at the conclusion of the agreed-upon subscription period. In the event of the termination or expiration of the Agreement, you must discontinue your use of the Service immediately.
10.2 Actiknow has the right to terminate this Agreement or suspend access to the Service for any Authorized User in the following circumstances:
(a) If Actiknow believes that Customer’s or any Authorized User’s use of the Service or Custom Connector Service may result in material harm to Actiknow, its affiliates, subcontractors, or another customer of the Service, Actiknow may block or restrict access to the Service or Custom Connector Service;
(b) If Customer or any Authorized User violates applicable law by submitting information to the Service, accesses Custom Connector Services without permission or in violation of their terms, or otherwise breaches these Terms, including the restrictions set forth in Section 6 above;
(c) If Customer fails to pay any fees owed within fifteen (15) days of the due date as outlined in the Agreement; or
(d) If Customer materially breaches its obligations under the Agreement and fails to remedy the breach within thirty (30) days of receiving notice from Actiknow.
10.3 Either party may terminate the Agreement upon written notice to the other party if the other party enters into bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors.
Your feedback, comments, suggestions, ideas, or any other information provided to us via email or other means (collectively referred to as “Feedback”) will not be treated as confidential. By providing Feedback, you grant us, our subcontractors, and affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use your Feedback for any purpose without the need for compensation or acknowledgement of your contribution.
12.1 The Service features trademarks and registered trademarks belonging to Actiknow and its suppliers or licensors, including the “Actiknow” name, Actiknow logos, and other product or service names and slogans. These trademarks may not be copied, imitated, or used in part or whole without the prior written permission of the respective trademark owner. Any other trademarks, registered trademarks, product names, company names or logos mentioned on the Service belong to their respective owners. Mentioning any products, services, processes or information, by trade name, trademark, manufacturer, supplier or otherwise, does not imply endorsement, sponsorship, or recommendation by us or vice versa.
12.2 Actiknow may use your company name(s) and logo(s) for marketing purposes, including on Actiknow’s website and in press releases, promotional and sales literature, customer/prospect presentations, and customer lists.
13. Ownership and intellectual property rights
Actiknow owns all intellectual property rights, including all rights, title, and interest, to the Service and any services provided in connection with it, in comparison to you. You have a non-exclusive, royalty-free, worldwide right to use any modifications you have made with Custom Connector solely for the purpose of using the Service. Any intellectual property rights related to the Custom Connector modifications belong to Actiknow. These Terms grant you only the rights expressly mentioned, and no other rights, either explicit or implicit, are granted to you. All other rights are reserved.
14. Confidential information
If we share non-public information about the Service with you, you must keep it confidential and use reasonable security measures to prevent unauthorized disclosure of or access to that information.
15.1 Actiknow will process personal data as both 1) data controller; and 2) data processor on documented instructions from you as the data controller.
15.2 As a data controller, we process personal data about you when you sign up for the Service or when you otherwise provide personal information to us in the context of this Agreement.
15.3 We, as a data processor, handle the personal data you provide to us (including data collected or generated through the use of the Service) for the purpose of providing the Service. This processing of personal data is subject to a separate Data Processing Agreement that you and we have signed in connection with your registration for the Service.
16. Customer Data
16.1 Customer, its subsidiaries, affiliates, and customers retain all rights to the data, personal data, or other information that they provide to Actiknow, or a third party on their behalf, for the purpose of providing the Service (referred to as “Customer Data”). As permitted by Data Privacy Laws, Actiknow may use Customer Data or other data resulting from the operation of the Service for the following purposes: (i) identifying security incidents, (ii) protecting against fraudulent or illegal activities, (iii) improving, enhancing, and supporting the Service, and (iv) determining which other service offerings may be relevant to the Customer and informing the Customer of such offerings.
16.2 Even if this Agreement is terminated, and as long as Customer Data is in aggregate form, Actiknow can use the data for its business purposes, such as generating public statistics to help Customers compare their performance against industry-level statistics. However, no personally identifiable information or company-level data will be included in the aggregated data under any circumstances.
17. Disclaimer of Warranties
YOUR USE OF THE SERVICE, INCLUDING ANY CONTENT ACCESSIBLE THROUGH IT, AND YOUR INTERACTIONS WITH OTHER SERVICE USERS, ARE SOLELY AT YOUR OWN RISK. ACTIKNOW DOES NOT GUARANTEE UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR YOUR ACCESS TO ANY CONTENT. ANY ADVICE OR INFORMATION OBTAINED FROM THE SERVICE, WHETHER ORAL OR WRITTEN, DOES NOT CREATE ANY WARRANTY REGARDING ACTIKNOW THAT IS NOT EXPRESSLY STATED IN THESE TERMS.
OTHER THAN THE EXPRESS WARRANTIES STATED HEREIN, WE DISCLAIM ALL WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE. THIS INCLUDES ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE ALSO DO NOT GUARANTEE THE ACCURACY OF ANY DATA PROVIDED IN CONNECTION WITH THE SERVICE, OR THAT THE SERVICE IS FREE OF BUGS OR ERRORS.
18.1 Actiknow agrees to defend, indemnify, and hold Customer harmless from any costs, damages, expenses, or liabilities arising from third-party claims related to the Service infringing on their intellectual property rights. This indemnification does not apply to claims resulting from Customer’s modification or combination of the Service with non-Actiknow services, use of third-party programs, information, or data, violation of the terms outlined in Section 6 of these Terms, or provision of data, information, or content by the Customer.
To receive indemnification from Actiknow, Customer must provide written notice of the claim or action in a timely manner. If a third-party claim arises, Actiknow is responsible for obtaining the necessary rights for Customer to continue using the Service or modifying it to be non-infringing at its own cost. If Actiknow is unable to replace or modify the infringing part of the Service, it may terminate the Agreement and provide a pro-rata refund of any prepaid fees for the terminated Service. This Section 18.1 outlines the sole remedy for intellectual property rights infringement in the Service and limits Actiknow’s liability.
18.2 Customer is responsible for defending, indemnifying, and holding Actiknow harmless from any costs, damages, expenses, and liabilities (including reasonable attorneys’ fees) arising from third-party claims or actions related to various matters, including:
(a) any violation by Customer or any Authorized User of the restrictions set forth in Section 6;
(b) any violation by Customer of applicable laws;
(c) any data, information, or content provided by Customer, including any claims of infringement of third-party intellectual property rights or rights to privacy related to such data, information, or content, as well as Customer Data and Custom Connector Services;
(d) any of Customer’s products or services;
(e) any material breach by Customer of this Agreement; or
(f) any gross negligence, willful misconduct, or fraud by Customer.
19. Limitation of Liability
This Agreement limits the liability of both parties and their suppliers or licensors for any indirect, incidental, special, consequential, or exemplary damages. This includes damages for loss of profits, goodwill, use, data, or other intangible losses. Even if such a party or any supplier or licensor has been advised of the possibility of these damages, neither party nor its suppliers or licensors will be held liable for them.
Actiknow’s maximum total liability towards the Customer and its Authorized Users for all claims under these Terms or otherwise in relation to the Service, whether in contract, tort, or otherwise, is limited to 100 USD.
However, these limitations of liability do not apply in the case of a breach of Section 14 (Confidential information) or in the event of gross negligence, willful misconduct, or fraud.
20. Other terms
In the event of a Force Majeure Event, neither party will be held responsible for any failure or delay in the performance of their obligations under the Agreement (except for payment obligations). Force Majeure Events may include, but are not limited to, labor disputes, shortages, denial of service or other malicious attacks, pandemics, government orders, acts of God, and other similar occurrences. If a subcontractor of a party experiences a Force Majeure Event that affects the performance of the subcontracted work, it will be considered a Force Majeure Event for the party. Any provision of the Agreement that is found to be invalid, unlawful, or unenforceable will be removed, and the remaining provisions will continue to be valid. Section headings and titles are for convenience only and do not have any legal effect.
The Customer may not assign or transfer its rights or obligations under the Agreement without the prior written consent of Actiknow. However, Actiknow may assign this Agreement to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of its assets. Actiknow may change the content of the Agreement by posting a notice on its website. Any notices related to the Agreement should be sent according to the notice provisions outlined in the Agreement.
By using the Service, the Customer consents to receiving electronic communications from Actiknow. These communications may include information related to their account and the Service.
21. Early Access Service
Actiknow has an Early Access program (“Early Access Service”) which the Terms govern, and any provisions not covered by this section will be governed by the Terms. Customer acknowledges and agrees that:
- the Early Access Service is not yet commercially released by Actiknow for use and sale;
- the Early Access Service may not be fully functional or in its final form and may not operate properly;
- the Early Access Service may contain bugs, errors, and other problems;
- information obtained from the Early Access Service may not be accurate or correspond to information extracted from any source;
- Actiknow has no obligation to release a commercial version of the Early Access Service; and
- any granted service levels or service credits are not applicable to the Early Access Service.
Actiknow reserves the right to discontinue or suspend the development of the Early Access Service at any time at its sole discretion without any obligation or liability to Customer. The Early Access Service is provided “as is,” and Customer assumes all risks and costs associated with its use. Feedback will be requested from Customer as part of the Early Access Service, and any such feedback will be subject to Section 11.