Terms of Service

Thank you for using Actio services!

This Terms of Service, along with any other terms and policies mentioned herein, which are incorporated by reference and form an integral part of this document as amended from time to time (“Terms”), constitute a legally binding agreement from the Effective Date, governing your access, use, registration, and receipt of (i) www.actiosoftware.com and any related website owned or operated by actiosoftware.com (“Sites”); (ii) Actio Software services through the Sites, cloud, mobile application, or by any other means; and (iii) Additional Services from Actio Software and any additional services or products provided in connection with the Services. These terms are agreed upon between actiosoftware.com (Avenida Cristiano Machado – 2940, União, Belo Horizonte – MG, Brazil) (“actiosoftware.com,” “we,” or “our”) and you individually or on behalf of your company or any other entity you represent (“you” or “your”). Suppose you represent your employer or another entity. In that case, you declare that (i) you have full legal authority to bind your company or such entity (as applicable) to these Terms, and (ii) after reading and understanding these Terms, you agree to the Terms on behalf of your employer or such entity (as applicable), and these Terms will bind your employer or such entity (as applicable). NOTE THAT YOU ARE CONSIDERED AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR ANOTHER ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER’S OR ANOTHER ENTITY’S EMAIL ADDRESS WHEN REGISTERING FOR THE SERVICE; OR (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW). 

AS SET OUT IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS OF THE SERVICES. THEREFORE, UNLESS OTHERWISE INDICATED, “YOU” REFERS TO THE CUSTOMER AND ALL USERS ‘ TYPES. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND AFFIRM YOUR CONSENT TO THESE TERMS IN ONE OF THE FOLLOWING WAYS: (I) CLICKING A BUTTON OR CHECKING A BOX TO ACCEPT THESE TERMS; OR (II) REGISTERING, USING, OR ACCESSING THE ACTIOSOFTWARE.COM SERVICES, ADDITIONAL SERVICES, SITES, OR MOBILE APPLICATION, WHICHEVER OCCURS FIRST (WITH THE DATE OF SUCH REGISTRATION OR ACCEPTANCE BEING THE “EFFECTIVE DATE”). 

IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS OR DO NOT HAVE THE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (IF APPLICABLE), DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE, THE SITES, OR THE MOBILE APPLICATION OF ACTIOSOFTWARE.COM. 

1.Our services. 

1.1. Our Services. The cloud-based services of actiosoftware.com include our platforms, products, applications, Application Programming Interface (“API”), tools, and any ancillary or supplementary products or services from actiosoftware.com. 

1.2. No Contingency for Future Releases and Improvements. You acknowledge that your purchase of the Services does not depend on our delivery of any future version of any functionality, feature, or service, including, without limitation: (i) the continuation of certain Services or Additional Services beyond the current Subscription Period; (ii) the availability of Third-Party Services; or (iii) reliance on any public statements we make, verbally or in writing, regarding any future functionality, feature, or service. 

1.3. Ability to Accept the Terms. If you access and use the Sites and/or Services, you represent and warrant that you are at least sixteen (16) years old. The Sites and/or Services are intended solely for individuals who are sixteen (16) years of age or older. We reserve the right to request proof of age at any stage to verify compliance with this paragraph. 

1.4. Technical Support and Uptime Commitment. By acquiring an eligible corporate-level subscription, you will be entitled to priority technical support and an uptime commitment by actiosoftware.com in relation to the Services in relation to the Services. 

2.Account registration and Thatdministration 

2.1. Account Registration. To register for the Services for the first time, a customized address will be provided to the contracting company, where you must create an account for the Services (“Account”). By creating an account and registering to use the Services, you become, individually or on behalf of your employer or any entity on whose behalf you created the Account, a customer of actiosoftware.com (“Customer”). 

2.2. Your Registration Information. When creating an Account or when you are added to an Account and create your user profile (“User Profile”), you: (i) agree to provide us with accurate, complete, and up-to-date registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Account, User Profile, and password, including any integration or any other use of third-party products or services (and associated data disclosure) about the Services; and (iv) agree to notify us immediately in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that you made all communications we receive under your User Profile. You will be solely responsible for any losses, damages, liabilities, and expenses incurred by us or third parties due to any unauthorized use of the Account by you or any other User or third party on your behalf. 

2.3. User Verification. You understand and agree that we may require you to provide information that can be used to confirm your identity and help ensure the security of your Account and/or User Profile. Suppose you or the Admin lose access to an Account or request information about an Account in that case. In that case, we reserve the right to ask you or such Admin (as applicable) for any verification and/or information, including in the form of a post, that we consider necessary before granting access or information about that Account. 

2.4. Account Admins. Account Admins are, individually and collectively, considered authorized representatives of the Customer, and any decision or action taken by any Admin is regarded as a decision or action of the Customer. An Admin can assign or add other account members as Admins, who will have significant privileges and controls over the use of the Services and Account, including, without limitation: (i) controlling your use of the account (and that of other Users); (ii) creating, monitoring, or modifying actions and permissions of Users; (iii) managing access, controlling, removing, sharing posts, or otherwise altering, in whole or in part, the Customer’s Data; (iv) assigning certain privileges to such other Users; and (v) integrating or disabling integration with Third-Party Services. You also acknowledge that your Account may be managed by a representative of the entity that owns or controls the email domain with which your Account was created or registered. 

2.5. Account Users. There are various types of Account Users, such as viewers, members, and other types of users with different access profiles, all of which are designated in the Services and collectively referenced, along with the Admin(s), as “Users.” The respective roles governing the relevant Account determine the features, functionalities, and privileges available to Users. Permissions and definitions of the various types of users will be your responsibility. It is your responsibility to ensure that users are assigned the appropriate user type if you assign Users without considering the proper type of user (e.g., assigning internal Users of your organization, your associates, subsidiaries, and/or any other relevant entities as guest users, with guests having the email domain of the organization). 

2.6. Customer Responsible for Users. The Customer is solely responsible for understanding the configurations, privileges, and controls of the Services and for controlling who the Customer allows to become a User and what the settings and privileges of such User are, including, without limitation, the right of a User to invite or add other Users (paid or not), the right to access, modify, or share data, etc. The Customer is responsible for the activities of all its Users. Additionally, the Customer acknowledges that we consider any action taken by a User of the Customer’s Account as an authorized action by the Customer. Hence, the Customer cannot make any claims regarding this matter. 

3.Your Customer Data. 

3.1. Customer Data. Customer Data are any data, attached files, text, images, reports, personal data, or any other content uploaded, submitted, transmitted, or otherwise made available to or through the Services by you or any User and processed by us on behalf of the Customer (“Customer Data”). The Customer retains all rights, title, ownership, and control over and to the Customer Data. 

3.2. Responsibility for Compliance with Customer Data. You represent and warrant that: (i) you own or have obtained all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for any Customer Data you submit, post, or display through the Services; (ii) the Customer Data is compliant; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data as outlined in these Terms do not (a) infringe or violate and will not infringe or violate any patents, copyrights, trademarks, or other intellectual property, proprietary, or privacy, data protection, or publicity rights of third parties; (b) violate and will not violate any applicable local, state, federal, and international laws, regulations, and conventions, including those related to privacy and data transfer and export (“Laws”); (c) violate and will not violate any policies and terms of yours or third parties that govern the Customer Data. In addition to our security and data protection obligations expressly set out in Section ‎6, we do not assume any responsibility or liability for the Customer Data, and you will be solely responsible for the Customer Data and the consequences of using, disclosing, storing, or transmitting that data. It is clarified that actiosoftware.com will not monitor and/or moderate the Customer Data, and there will be no claims against actiosoftware.com for not doing so. 

4.Intellectual property rights; license 

4.1. Our Intellectual Property. The Services and Sites, including materials such as software, APIs, apps, frameworks, designs, systems, text, editorial materials, informative texts, documentation, photographs, illustrations, audio clips, video clips, artworks, and other graphical materials, names, logos, trademarks, and service marks (excluding Customer Data), all know-how, technology, or underlying intellectual property, and any modifications, enhancements, or derivative works thereof (collectively, “actiosoftware.com Materials”) are the property of actiosoftware.com and its licensors. They may be protected by applicable copyright or other intellectual property laws and treaties. Between you and actiosoftware.com, actiosoftware.com retains all rights, titles, and ownership, including all intellectual property rights, to the actiosoftware.com Materials. 

4.2. Usage Restrictions. Except as expressly permitted in these Terms, you may not and shall not allow a User or any third party to: (i) grant, sell, rent, lease, share time, sublicense, disclose, publish, assign, trade, resell, display, transmit, transfer, or distribute any part of the Services or Sites to third parties, including, without limitation, your affiliates, or use the Services in any service agency agreement; (ii) bypass, disable, or otherwise interfere with the security features of the Sites or Services or features that prevent or restrict the use or copying of any content or impose limitations on the use of the Services or Sites; (iii) reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code of the Services or Sites or any component thereof; (iv) copy, modify, translate, correct, enhance, alter, change, or create any derivative works of the Services or Sites, or any part thereof; (v) perform any action that imposes or may impose (in the sole discretion of actiosoftware.com) an excessive or disproportionately large load on the infrastructure of actiosoftware.com or the infrastructure that supports the Sites or Services; (vi) interfere or attempt to interfere with the integrity or proper functioning of the Services or Sites, or any related activities; (vii) remove, disfigure, obscure, or alter the identification, attribution, or copyright, trademark, or other proprietary rights notices of actiosoftware.com or third parties, affixed or provided as part of the Services or Sites, or use or display the logos of the Services or Sites without prior written approval from actiosoftware.com; (viii) use the Services or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Authorized Users) to perform any of the actions above. 

4.3. Use of API. We may offer an API that provides other ways to access and use the Services. This API is considered part of the Services, and its use is subject to these Terms. You may only access and use our API for the Customer’s internal business purposes to create interoperability and integration between the Services and other products, services, or systems that you and/or the Customer use internally. We reserve the right to modify or discontinue, temporarily or permanently, your and/or the Customer’s access to the API (or any part thereof) at any time, with or without notice. The API is subject to changes and modifications, and you are solely responsible for ensuring that your use of the API is compatible with the current version. 

5.Privacy and Security 

5.1. Security. actiosoftware.com implements security measures and procedures to help protect Customer Data. 

5.2. Privacy Policy. As part of your access to or use of the Services and Sites, we may store certain Personal Data (as defined in the Privacy Policy) from and/or about you. We cannot access, use, or share data the Customer has entered into our platform. 

6.Confidentiality 

6.1. Confidential Information. In connection with these Terms and the Services (including evaluating them), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) non-public business, product, technology, and marketing information, including, without limitation, customer lists and information, know-how, software, and any other non-public information that is identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, disclosed both before and after the Effective Date (“Confidential Information”). For the avoidance of doubt, (i) Customer Data is considered Confidential Information of the Customer, and (ii) our Site and Services, including their underlying technology and their respective performance information, as well as any data, reports, and materials we provide to you in connection with your evaluation or use of the Services, are considered our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) has been independently developed by the Receiving Party without any use or reference to Confidential Information. 

6.2. Receiving Party’s Confidentiality Commitments. The Receiving Party (i) will take at least reasonable measures to prevent unauthorized disclosure or use of Confidential Information and limit access to it to employees, affiliates, service providers, and agents on a need-to-know basis who are subject to confidentiality obligations at least as restrictive as those contained herein; and (ii) will not use or disclose Confidential Information to third parties except as part of complying with these Terms and as necessary for disclosure to legal or financial advisors of the Receiving Party or in connection with a due diligence process the Receiving Party is undergoing, provided such disclosure is governed by confidentiality obligations at least as restrictive as those contained herein. 

6.3. Required Disclosure. Notwithstanding the preceding, Confidential Information may be disclosed by a court order or requirement of an administrative agency or other governmental body; provided, however, that, to the extent legally permitted, the Receiving Party shall make best efforts to provide immediate written notice of such court order or requirement to the Disclosing Party to allow the Disclosing Party to seek an injunction or otherwise prevent or restrict such disclosure. 

7.Modifications 

From time to time, we may change these Terms for valid reasons, such as adding new functions or features to the Services, technical adjustments, typographical or error corrections, legal or regulatory reasons, or any other reason we deem necessary at our sole discretion. When we make material changes to these Terms, we will notify the Customer as appropriate, such as displaying a prominent notice on the Services or sending an email to the Customer. Your continued use of the Services after the changes are implemented will constitute your acceptance of the changes. 

8.General Provisions 

8.1. Interpretations. Any heading, caption, or section title contained herein and/or any summary or explanation columns are provided for the reader’s convenience only and in no way alter and/or modify the provisions herein or legally bind us in any way. 

8.2. Force Majeure. Neither we nor you will be liable for any failure or delay in performing our obligations due to events beyond the reasonable control of a party, which may include denial-of-service attacks, internet outages, utility service failures, third-party hosting service failures, strikes, shortages, riots, fires, natural disasters, war, terrorism, and government action. 

8.3. Relationship between the Parties; No Third-Party Beneficiary. The parties are independent contractors. These Terms and the Services provided hereunder do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to these Terms. 

8.4. Notice. We will use your contact details on record to send you notices. Our contact details for any notices are provided below. You acknowledge that any notifications we provide to you, in connection with these Terms and/or other Service-related matters, shall be delivered in the following manner: through the Services, including by posting on our Sites or in your account, by text, app notification, email, or phone. You also acknowledge that electronic notice fulfills any applicable legal requirements. 

8.5. No Waiver. No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party granting the waiver. 

8.6. Severability. These Terms shall be enforced to the fullest extent permitted by the laws in the Federative Republic of Brazil. If any provision of these Terms is found by a court of competent jurisdiction to be contrary to law, the court will modify the provision and interpret it to best accomplish the original provision’s objectives to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.