Action Item Terms of Use Agreement

Welcome to the Terms of Use Agreement for ActCentric Corporation ("ActCentric") and the ActionItem Service ("ActionItem"). This agreement describes the terms on which you may access and use our services. In order to become a ActionItem user, you must read and accept all of the terms and conditions of this agreement and the Privacy Policy. In the event of any inconsistency between the ActCentric Privacy Policy and this Terms of Use Agreement, the Terms of Use Agreement shall control. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this Agreement, you may not use nor access our services.

We reserve the right to modify this Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the ActionItem Service indicates your acceptance of the amended Terms of Use Agreement.

Description of Service
ActionItem is an online service offered to promote collaboration through social tasking (the .ActionItem Service.). ActionItem is designed to provide a flexible framework for workflow and document management for rapid collaboration between fast-change groups.

Membership Eligibility
The ActionItem Service is not available to minors under the age of 18 or to any users suspended or removed from the system by ActCentric for any reason. Users may not have more than one active account. Additionally, users are prohibited from selling, trading, or otherwise transferring your ActCentric account to another party. If you do not qualify, you may not use the ActCentric Service.

Use of Service
Your use of the ActCentric Service is governed by this Terms of Use Agreement. ActCentric may refuse service without prior notice to any user for any or no reason. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify ActCentric of any unauthorized use of your password or account or any other breach of security. ActCentric cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Termination
You agree that ActCentric may, with or without cause, immediately terminate your ActionItem account and access to the ActionItem Service without prior notice. Without limiting the foregoing, the following will lead to a termination by ActCentric of a user's use of the ActionItem Service (a) breaches or violations of this Terms of Use Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity. Termination of your ActionItem account includes removal of access to all offerings within the ActionItem Service and may also bar you from further use of the ActionItem Service. Furthermore, you agree that all terminations shall be made in ActCentric's sole discretion and that ActCentric shall not be liable to you nor any third-party for any termination of your account or access to the ActionItem Service.

User Conduct
You understand and agree not to use ActionItem to:

  • Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
  • Use the ActionItem Service for any illegal purpose, including but not limited to conspiring to violate laws.
  • Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
  • Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
  • Upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
  • Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, .junk mail,. .spam,. .chain letters,. .pyramid schemes,. or any other form of solicitation. This prohibition includes but is not limited to a) Using ActionItem invitations to send messages to people who don.t know you or who are unlikely to recognize you as a known contact; b) Using ActionItem to collaborate with people who don.t know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) Sending messages to team lists, distribution lists, or group aliases.
  • Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  • Stalk or harass anyone.
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the ActionItem Service.
  • Post content in fields that aren.t intended for that content. Example: Putting an address in a name or title field.
  • Interfere with or disrupt the ActionItem Service or servers or networks connected to the ActionItem Service, or disobey any requirements, procedures, policies or regulations of networks connected to the ActionItem Service.

International Use
Recognizing the global nature of the Internet, you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Information Provided on this Website
In the course of using the ActionItem Service, users may provide information about themselves which may be visible to certain other users (see our Privacy Policy to learn more about information collected on this website). You understand that by posting materials on the ActionItem website or otherwise providing materials to ActionItem, you are granting to ActCentric a royalty-free, perpetual, irrevocable license to use this information in the course of offering the ActionItem service. Furthermore, you understand that ActCentric retains the right to reformat, excerpt, or translate any materials submitted by you. You understand that all information publicly posted or privately transmitted through the ActionItem Service is the sole responsibility of the person from which such content originated and that ActCentric will not be liable for any errors or omissions in any content. You understand that ActCentric cannot guarantee the identity of any other users with whom you may interact in the course of using the ActionItem Service. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves or relationships they may describe.

Access to Service
Use of manual or automated software, devices, or other processes to .crawl. or .spider. any web pages contained in the ActionItem website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content included herein. You also agree not to .frame. or otherwise simulate the appearance or function of this website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.

ActionItem Communications
In the course of providing you services, ActionItem may need to communicate with you via email (see our Privacy Policy to learn more about communications). You agree to receive emails which are specific to your account and necessary for the normal functioning of the ActionItem Service, including a series of up to five welcome emails which help inform new users about various features of the ActionItem Service. You also agree to have your name and/or email address listed in the header of certain communications which you initiate through the ActionItem Service.

Monitoring and Enforcement
While we have the right to monitor activity and content associated with the ActionItem Service, we are not obligated to do so. And since we do not, and may not have the ability to, control or actively monitor content we don.t guarantee its accuracy, integrity or quality. Because community standards vary and individuals sometimes choose not to comply with our policies and practices, in the process of using our website, you may be exposed to content that you find offensive or objectionable. You can contact our Customer Service Department to let us know of content that you find objectionable. We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or subscriptions. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the website.

Fees
Signing up for a basic ActionItem account is free. Certain other services are provided for free only to beta users. ActCentric reserves the right to charge for the ActionItem Service or any portion thereof, modify the pricing of, add to, or discontinue the ActionItem Service or any portion thereof without prior notice.

Indemnification
By accepting this Terms of Use Agreement, you agree to indemnify and otherwise hold harmless ActCentric Corporation, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from i) your use of the ActionItem Service; ii) unauthorized access to or alteration of your communications with or through the ActionItem Service, or iii) any other matter relating to the ActionItem Service. Any business transactions which may arise between users from their use of ActionItem are the sole responsibility of the users involved.

Without limitation of the terms and conditions set forth in our Privacy Policy, you understand and agree that ActCentric Corporation may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this Terms of Use Agreement, or protect the rights, property, or safety of ActCentric, its users, and the public.

Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT THE ACTCENTRIC SERVICE IS PROVIDED ON AN .AS IS. AND .AS AVAILABLE. BASIS AND THAT ACTCENTRIC DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. ACTCENTRIC ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. ActCentric EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ACTCENTRIC MAKES NO WARRANTY THAT (i) THE ACTIONITEM SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE ACTIONITEM SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ACTIONITEM SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ACTIONITEM SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ACTIONITEM SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ACTCENTRIC OR THROUGH OR FROM THE ACTIONITEM SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS Terms of Use Agreement.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Entire Agreement
The Terms of Use Agreement constitutes the entire agreement between you and ActCentric and governs your use of the ActionItem Service, superseding any prior agreements between you and ActCentric.

Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ACTCENTRIC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ACTCENTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL ACTCENTRIC.S TOTAL CUMULATIVE DAMAGES EXCEED US$ 100.

Governing Law
The Terms of Use Agreement between you and ActCentric Corporation will be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of laws principles.

General Information
ActCentric, the ActionItem logo, and other ActCentric logos and names are trademarks of ActCentric Corporation. You agree not to display or use these trademarks in any manner without ActCentric.s prior, written permission. The section titles of this Terms of Use Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of the Terms of Use Agreement to:

ActCentric Corporation
Attn: Terms of Use Agreement Issues
1602 Shannon Oaks Trail
Austin, TX 78746