Revised: 12/26/2020 (see version history here)
PLEASE READ CAREFULLY:
These Terms of Service (“Terms”) are a legal agreement between you and ActionMap, Inc., a California corporation (“ActionMap,” “we,” us,” “our”). By accessing or using the ActionMap Online Services (“Online Services” as defined below), and/or related Content (as defined below), you agree to, and are bound by, the terms and conditions of these Terms and the Privacy Policy of ActionMap for as long as you continue to use the Online Services.
By accessing the Online Services or the Content to any degree, you give your consent to be bound by the Terms. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS and the Privacy Policy, DO NOT USE THE ONLINE SERVICES. If you do not accept and agree to be bound by all of the Terms and the Privacy Policy, you may not use the Online Services.
We reserve the right to modify the Terms at any time. Such modified Terms will become effective and will apply to your use of the Online Services upon our posting such Terms to the Website (“Website” as defined below. Your continued use of our Online Services after a modification has been posted shall be deemed to constitute acceptance by you of any modified Terms. It is your sole obligation to review the Terms and to be aware of any modifications.
If you are using the Online Services on behalf of an entity, you hereby represent that you are authorized to bind that entity to these Terms.
USE ELIGIBILITY FOR INDIVIDUAL USERS
If you are an individual user, in order to utilize and register for the Online Services, you must at least 18 years old. By using the Online Services, you represent and warrant that you are at least 18 years old.
DEFINITIONS
(Any capitalized terms found in these Definitions will be defined elsewhere in this section).
“Online Services” consists of Websites (as defined below), Software (as defined below), Subscription (as defined below), Content (as defined below) and Supporting Services (as defined below), along with future online services that we may offer.
“Websites” means any internet websites operated by ActionMap Inc., including but not limited to the primary website at actionmap.com.
“Content” means any information, in any format, that is controlled by ActionMap or its Supporting Services and Affiliates and that is provided through the Services. Content includes but is not limited to the Software, the Software “help” files and instructional materials, communications that provide support for using the Software, and other information and online training materials provided in conjunction with the use of the Online Services.
“Subscription” means a User’s right to use the Software under a Subscription Licence Agreement, by providing information required to access the Software, including but not limited to name, email address, login ID (which may be the same as email address) and password. Each login ID and password pair represent an individual Subscription.
“Subscription License Agreement” means the written and/or oral agreement external to these Terms by which ActionMap provides you with authorized access to the Software and information to enable that access. Subscription License Agreements may be informal verbal agreements by ActionMap to provide you with a Subscription. All Subscription License Agreements are subject to these Terms.
“Subscription Information” means a login ID and password, and all other information captured by the Software that identifies a User and User privileges with respect to Software functionality.
“Subscriber” means a person who has obtained a Subscription according to these Terms.
“User” means any user of the Online Services. If you access or use the Online Services you are a User.
“Session” means an electronic meeting involving one or more persons in which the Software is used.
“Participant” means a User that views, adds and/or modifies information during Sessions, either through direct access to the Software or through viewing the software through an electronic meeting service (such as. Webex or GoToMeeting) Participants may be Subscribers or persons who are granted access to Sessions by Subscribers.
“User Content” means a) any information entered into the Websites, Software or Supporting Services by a User, including information provided to a User by a Contributor. User Content includes but is not limited to three sub-categories: a) “User Session Content”, which means information entered into the Software, b) “User Forum Content”, which means information entered into Websites comments or any Supporting Service forum feature, and c) “User Support Ticket Content”.
“Contributor” means is a person who provides User Content to Users to enter into the Software.
“Supporting Services” means any and all business services that are associated with access to and use of the Websites, Software, Content and Subscriptions, including but not limited to a billing service that provides access to the Software, a support desk service and mailing list service that provides “help” information and communications for the Software, and training and coaching associated with the use of the Software.
“Affiliates” means any and all individuals and/or organizations that are in any way whatsoever involved in providing the Online Services, including but not limited to the developers, owners, licensors and licensees of the Software, and/or marketers, seller and resellers, hosting service operators, or telecommunications service operators, and operators of Supporting Services.
USE OF THE ONLINE SERVICES
Through these Terms, ActionMap grants you a worldwide, non-transferable, non-exclusive right to use the Online Services subject to these Terms. Your right to use the Online Services is subject to any limitations, conditions and restrictions established by us from time to time, in our sole discretion. We may alter, suspend or discontinue any aspect of the Online Services at any time. In addition, we may impose limits on certain features and aspects of the Online Services or restrict your access to parts or all of the Online Services without notice or liability and for any reason. ActionMap reserves the right to terminate your use of the Online Services if you misuse the Online Services in any way, or act in an inappropriate, unlawful or illegal manner, in our sole and absolute discretion. ActionMap and its Affiliates reserve all rights not expressly granted to you herein.
You will not provide inaccurate, misleading or false information to ActionMap or its Affiliates. If information provided by you subsequently becomes inaccurate, misleading or false, you will promptly notify ActionMap of such change. You represent and warrant that all of the information you provide to ActionMap to gain access to the Online Services is current and correct and you have all the necessary rights, power and authority needed to agree to these Terms. You will not harass, annoy, intimidate or threaten ActionMap or its Affiliates engaged in providing the Online Services to you.
You expressly agree that you shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any of the Online Services in any way; b) modify any component of the Online Services or create derivative works based upon any component of the Online Services; c) create electronic internet links to the Online Services, or reproduce the web page images of the Online Services through another server or other web-hosting technology, or d) access the Online Services with the intent to (i) reverse engineer Software functionality, (ii) learn information in an attempt to build or support the building of a competitive product or service, (iii) contribute to building a product using features, functions, graphics or ideas similar to those found in the Software, or (iv) copy any features, functions, graphics or ideas of the Software. ActionMap or its Affiliates engaged in providing the Online Services to you.
Your Subscription is for your personal use only. You agree that Subscription Information may never be used or shared by more than one User. You may not authorize others to use your Subscription or Subscription Information, and you may not assign or otherwise transfer your Subscription to any other person or entity. You are responsible for the confidentiality of your Subscription information, and agree to carefully guard against disclosure of such information. You are solely responsible for all use and activity within the Online Services by users using your Subscription Information, and ActionMap is not responsible for third party access to your Subscription that results from theft or misappropriation of your Subscription Information. You will not impersonate another User or use false identity information to access or use the Online Services. You will immediately notify ActionMap of any unauthorized use of your Subscription Information, any unauthorized access to your Subscription, any other suspected or known security breach, or any unauthorized copying or distribution of Content.. You will use reasonable efforts to stop any unauthorized copying or distribution of the Software of any Content as soon as it becomes known or suspected by you.
SUBSCRIPTION LICENSE AGREEMENT
As of 5/26/2020, the software license for the ActionMap Toolkit Basic Version software subscription is as follows. A subscription grants one person (“Subscriber”) the right to use one unshared set of login credentials for accessing and using the ActionMap Toolkit SaaS application, Basic level subscription, one active browser session at a time, according to the ActionMap Terms of Service and Privacy Policy. The Subscriber is the primary user of the email account entered in the subscriber information section of this form.
REQUIRED COMMUNICATIONS
You agree to receive email and other forms of communications from us that we deem necessary to maintain your effective use of the Online Services. These may include but are not limited to for example communications about Software maintenance windows, Software operational issues, and changes to these Terms. If you unsubscribe to or in any other way block receipt of these necessary communications, and do not agree to resubscribe or remove such block, we may choose to suspend and/or terminate your use of the Online Services. For more information on these communications please see our Privacy Policy.
RISK ASSUMPTION AND PRECAUTIONS
You agree that you are solely responsible for all User Content attributable to you. You agree not to use the Online Services to communicate any information that (a) is harassing, libelous, threatening or indecent, (b) would infringe on the intellectual property rights of any party, (c) would give rise to civil liability, (d) that is or promotes conduct that could be a criminal offense, and/or (e) is otherwise against the law. In furtherance of the foregoing, you agree that you will comply with all applicable laws when using the Online Services, including but not limited to (f) local, state, national, and international laws, rules and regulations, (g) any laws regarding the transmission of technical data exported from your country of residence, (h) all United States export control laws, and (i) all laws pertaining to data privacy, international communications and the transmission of technical or personal data.
You will not submit to the Online Services or use the Online Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your Subscription; (ii) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or (iii) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations) ((i) through (iii), collectively, “Sensitive Data”). You also acknowledge that ActionMap is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the Online Services and Software are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, ActionMap has no liability under these Terms or any Subscription License Agreement for Sensitive Data.
We do not and cannot review all User Content posted or sent by Users of the Online Services. We are not responsible for any User Content. You shall have sole responsibility for the integrity, accuracy, quality, legality, appropriateness and reliability, and intellectual property ownership or right to use of all User Content created by you, Participants or other Users in association with Sessions that that are operated under your Subscription, including User Content provided by Contributors. You agree that ActionMap shall not be held liable or responsible for any consequences arising from the inaccuracy, deletion, correction, destruction, damage, loss or inability to access any User Content, or of any error or failure in storing any User Content, or of any breach of privacy or breach of confidentiality related to any User Content.
Notwithstanding the foregoing, without any notice to you, we reserve the right, but are not obligated to, withhold, erase, delete, move or edit User Content that we, in our sole discretion, deem to be in violation or breach of these Terms or any other applicable guidelines, or deem to be otherwise unacceptable, including failure to abide by the payment terms of the Subscription License Agreement. ActionMap retains the right at its sole discretion to impose limits on the use and storage of User Content at any time with or without notice.
PROPRIETARY INFORMATION
All intellectual property rights in and to the Online Services are and shall be owned exclusively by ActionMap. Those rights include, but are not limited to, database rights, copyright, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Supporting Services are the property of their respective owners. Except as otherwise provided herein, no license to use any patent, copyright, trademark, service mark, trade secret or other intellectual property contained in the Online Services, or in any software, systems, designs or processes related to the Online Services, is granted to or otherwise conferred upon you as a result of your use of the Online Services, and all such rights are reserved to and shall remain the exclusive property of ActionMap, its affiliates or third party licensors.Nothing herein shall be construed to grant you any rights of ownership in or related to the Online Services
You hereby acknowledge and agree that ActionMap is the owner of highly valuable proprietary information, including, but not limited to its methodologies, software and related technology and templates (collectively, “Confidential Information”). ActionMap owns and hereby retains all proprietary rights in the Online Services, including but not limited to all Confidential Information. Except: (i) through access and use of the Online Services for their intended business purposes of marketing, conducting and supporting ActionMap services, (ii) for demonstrating the Software for potential users, and (iii) for uses permitted by applicable copyright law, you will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (iv) Confidential Information or (v) other copyrighted material, trademarks, or other proprietary information accessible via the Online Services.
YOUR RIGHTS TO YOUR DATA
(For your rights concerning your Personal Data, please see our Privacy Policy)
You will retain all right, title and interest in and to User Session Content in the form provided to ActionMap. Subject to these Terms, you hereby grant to ActionMap a non-exclusive, worldwide, royalty-free right to: (a) collect, use, copy, store, transmit, modify any User Session Content, in each case (except as modified in this section of this document) solely to the extent necessary to provide the Online Services to you and (b) distribute and publicly process and display the User Session Content as you direct or enable through the Online Services.
It is the intent of ActionMap’s policies and procedures to avoid and prevent any access to, disclosure of and viewing of your User Session Content without your authorization, except as described in this section of these Terms. However, ActionMap offers no guarantee that such access, disclosure and viewing will not occur, and this statement of intent in no way weakens or conflicts with other any other statements in these Terms, including but not limited to risks and precautions, warranties, limitations of liability and ActionMap’s rights to change these Terms.
ActionMap may access your Subscription Information or User Session Content for several purposes including but not limited to: a) respond to support requests from you, b) manage your Subscription, and c) anonymously and in aggregate with other users data to i) analyze application usage and performance and ii) scan User Session Content using automated tools to inspect for non-compliance with these terms (for example but not limited to entry of sensitive or proprietary information.)
Subject to these Terms, you agree to grant ActionMap non-exclusive, unlimited, worldwide, royalty-free intellectual property rights to a) any and all ideas, suggestions, improvement requests, comments, recommendations, solutions or other information (“Improvements”) provided or demonstrated by you in any form relating to the Online Services and b) all Non-Personal Information (as defined in ActionMap’s Privacy Policy) from User Support Ticket Content and User Forum Content.
DISCLAIMER OF WARRANTIES
THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
YOU UNDERSTAND AND AGREE THAT YOU USE THE ONLINE SERVICES AT YOUR OWN RISK. THE ONLINE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION UNDER LAW.
WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF, OR OTHERWISE ENDORSE ANY INFORMATION CONTAINED WITHIN THE ONLINE SERVICES, INCLUDING USER CONTENT. ACTIONMAP DOES NOT WARRANT THAT YOUR USE OF THE ONLINE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE ONLINE SERVICES WILL BE CORRECTED, AND THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES. ACTIONMAP DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE ONLINE SERVICES.
YOUR CONTINUED USE OF THE ONLINE SERVICES NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THESE TERMS, WILL CONSTITUTE A BINDING ACCEPTANCE BY YOU OF THESE TERMS, OR ANY SUBSEQUENT MODIFICATIONS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE ONLINE SERVICES OR OTHERWISE.
From time to time, ActionMap may offer new “beta” features or tools with which its Users may experiment in the Online Services Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at ActionMap’s sole discretion. The provisions of this Disclaimer of Warranties section apply with full force to such features or tools.
LIMITATION OF LIABILITY
IN NO EVENT WILL ACTIONMAP BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE ONLINE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ACTIONMAP KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL ACTIONMAP’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE VALUE OF ONE MONTH’S PAYMENT FOR YOUR SUBSCRIPTION, OR $10, WHICH EVER IS HIGHEST.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACTIONMAP BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE ONLINE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS WITH OTHER USERS OF THE ONLINE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
INDEMNITY
You agree to indemnify, defend and hold harmless ActionMap and its Affiliates, and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents, from and against any and all damages, claims, costs, losses, liabilities and expenses, including attorneys’ fees and cost, arising out of or in connection with (a) your use of the Online Services, including, but not limited to, any User Content attributable to you, (b) your violation of these Terms or your Subscription Licence Agreement, or (c) any infringement or harm against any third party based on your use of the Online Services or violation of these Terms or your Subscription Licence Agreement.
INJUNCTIVE RELIEF
You acknowledge that any use of the Online Services contrary to these Terms, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Online Services, may cause irreparable injury to ActionMap, its Affiliates, suppliers and any other party authorized by ActionMap to sub-license, resell, distribute, or promote the Online Services (“Resellers”). You further acknowledge that under such circumstances ActionMap, its Affiliates, suppliers and Resellers will be entitled to equitable relief, including, but not limited to, preliminary and permanent injunctive relief, without posting bond or other security.
PRIVACY POLICY
For information about the collection and storage and possible use and disclosure of information and material provided by you, please click on the Privacy Policy link . By using the Online Services, you are consenting to the terms of the Privacy Policy. If there is any inconsistency between the Privacy Policy and these Terms, the former shall govern.
NO JOINT VENTURE
Nothing contained in these Terms shall be construed to place the parties in the relationship of franchisee, agent, employee, officer, partners or joint ventures. Neither party may create or assume any obligation on behalf of the other.
THIRD PARTY LINKS
The Online Services may contain links to other Internet sites and resources (“Third Party Links”), including links to any Supporting Services ActionMap is not responsible for and has no liability for your use of Third-Party Links or the content thereof. By using Third-Party Links, you acknowledge and agree that ActionMap is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such materials at Third-Party Links. ActionMap does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third-Party Links or for any other materials, products, or services of third parties. ActionMap is not responsible for the contents of, updates to, or privacy practices of third parties operating Third-Party Links. The personal information you choose to give to such third parties is not covered by ActionMap’s Privacy Policy. You agree that you use Third-Party Links at your sole risk. We highly recommend you review and familiarize yourself with the terms of use and privacy policies of all Third-Party Links prior to using them.
FEES AND PAYMENT
All subscription pricing and payments associated with the use of the Online Services are described in the Subscription Licence Agreement associated with your Subscription(s). ActionMap reserves the right to change or modify subscription pricing at any time with or without notice to you.
TERM AND TERMINATION
Upon termination of your account for any reason, your right to use the Online Services will immediately cease, your Subscription will be disabled, and you will not be able to access your Subscription or any User Content. ActionMap shall have no obligation to maintain or forward any User Content upon termination.
The termination or expiration of these Terms shall not affect any of the provisions of these Terms which are expressly or by implication to come into or continue in force after such termination or expiration, including the Disclaimer of Warranties, Limitation of Liability and Indemnity sections.
Upon termination of your account for any reason, your right to use the Online Services will immediately cease, your Subscription will be disabled, and you will not be able to access your Subscription or any User Content. ActionMap shall have no obligation to maintain or forward any User Content upon termination.
The termination or expiration of these Terms shall not affect any of the provisions of these Terms which are expressly or by implication to come into or continue in force after such termination or expiration, including the Disclaimer of Warranties, Limitation of Liability and Indemnity sections.
COPYRIGHT INFRINGEMENT CLAIMS – DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
If you believe that any material or content distributed by ActionMap constitutes copyright infringement, please provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) identification of the copyrighted work that you claim has been infringed; (c) identification of where, within the Online Services, the offending material is located; (d) your address, telephone number and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The above information should be submitted to ActionMap at support@actionmap.com.
GENERAL PROVISIONS
You may not assign or transfer your rights or obligations committed to in these Terms or your Subscription Licence Agreement without the prior written consent of ActionMap. ActionMap may assign these Terms without your consent. Any assignment that is claimed to exist that is made in violation of this section shall be void. Notice between you and ActionMap will be governed by the Subscription Licence Agreement. These Terms shall be governed in accordance with the laws of the State of California (without giving effect to its conflicts of law principles). The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Alameda County, California, in any action arising out of or relating to these Terms. The parties waive any other venue to which either party might be entitled by domicile or otherwise. The failure to exercise any right provided in these Terms shall not be a waiver of prior or subsequent rights. If any provision of these Terms is invalid under applicable statute or rule of law, it is to be considered omitted and the remaining provisions of these Terms shall in no way be affected. These Terms shall inure to the benefit of and be binding upon each of the Parties’ successors and assigns. These Terms, the Privacy Policy and the Subscription Licence Agreement express the complete understanding and agreement of the parties and supersedes all prior representations, agreements and understandings, whether written or oral.
Version History
Current Version
12/26/2020 – Included “training and coaching related to the use of the software” to the paragraph on “Supporting Services”
Prior Versions
5/26/2020 – Added a paragraph describing the Subscription License Agreement
04/22/18 – Renamed “Subscription Agreement” to “Subscription License Agreement”
03/19/18 – Included “future products we may offer” in the “Online Services” definition
02/24/18 – Add section on receiving required emails
02/18/18 – Edit to simplify language
07/10/17 – Initial Version