Terms of Service

1. Acceptance of Terms

By accessing or using ActBase ("the Service"), operated by ActBase ("Company," "we," "us," or "our"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated herein by reference. If you do not agree to all terms and conditions, you must immediately cease all use of the Service.

2. Description of Service

ActBase is an AI-powered business development platform that provides tools for prospecting, outreach, workflow automation, data management, and related business intelligence functions. The Service is provided on an "as is" and "as available" basis. We reserve the right to modify, suspend, or discontinue any feature, functionality, or aspect of the Service at any time, with or without notice, and without liability to you or any third party.

3. Eligibility

You must be at least 18 years of age and possess the legal authority and capacity to enter into a binding agreement to use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" shall refer to both you individually and the organization.

4. User Accounts

You are responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. We are not liable for any loss, damage, or liability arising from your failure to safeguard your account information. We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable local, provincial, national, or international law or regulation, including CASL, PIPEDA, CAN-SPAM, GDPR, and any other applicable anti-spam or data protection laws
• Send unsolicited communications, spam, bulk messages, or commercial electronic messages without proper consent
• Attempt to gain unauthorized access to any part of the Service, other user accounts, or any connected systems or networks
• Harass, abuse, threaten, defame, or harm any person or entity, or promote violence, discrimination, or illegal activities
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service
• Collect, store, or process personal data in violation of applicable privacy or data protection laws
• Resell, sublicense, lease, lend, or commercially exploit the Service without our prior written consent
• Interfere with or disrupt the integrity, performance, or availability of the Service
• Use the Service to create a competitive product or service, or to benchmark against a competing product
• Use any automated means, including bots, scrapers, or crawlers, to access the Service except as expressly permitted

We reserve the right to investigate and take appropriate action, including suspension or termination of your account and cooperation with law enforcement, in response to any violation.

6. User Content & Data

You retain all ownership rights in and to any data, content, materials, or information you submit to or through the Service ("User Content"). By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to access, use, process, copy, store, and transmit your User Content solely as necessary to provide, maintain, and improve the Service. We do not claim ownership of your User Content.

You represent and warrant that: (a) you own or have the necessary rights, licenses, and permissions to submit all User Content; (b) your User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or any applicable law; and (c) your User Content is accurate and not misleading.

7. Intellectual Property

The Service, including all software, algorithms, designs, text, graphics, logos, trademarks, service marks, and other content provided by us ("Company Materials"), is owned by or licensed to ActBase and is protected by Canadian and international intellectual property laws. Except for the limited right to use the Service as expressly permitted under these Terms, no rights or licenses are granted to you.

8. AI-Generated Output

The Service uses artificial intelligence and machine learning models, including third-party AI services, to generate content, suggestions, analysis, workflows, and other outputs ("AI-Generated Output"). AI-Generated Output is provided for informational and operational purposes only and may contain errors, inaccuracies, biases, or omissions. You are solely responsible for independently reviewing, verifying, and determining the suitability of any AI-Generated Output before relying upon or acting on it. We make no representations or warranties whatsoever regarding the accuracy, completeness, reliability, timeliness, or fitness for any particular purpose of AI-Generated Output.

9. Third-Party Services

The Service may integrate with, rely upon, or provide links to third-party services, APIs, platforms, and websites. We do not control and are not responsible for the availability, content, accuracy, policies, or practices of any third-party services. Your use of third-party services is governed by their respective terms and policies. We disclaim all liability arising from or related to your use of any third-party services.

10. Payment & Billing

Certain features of the Service may require payment of fees. All fees are stated in Canadian dollars unless otherwise specified, are non-refundable unless expressly stated otherwise, and are exclusive of applicable taxes. We reserve the right to change our pricing at any time upon thirty (30) days' notice. Continued use of paid features after a price change constitutes acceptance of the new pricing. Failure to pay outstanding fees may result in suspension or termination of your account.

11. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE SERVICE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACTBASE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR OTHER INTANGIBLE LOSSES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

14. Indemnification

You agree to indemnify, defend, and hold harmless ActBase and its officers, directors, employees, agents, contractors, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable laws, regulations, or third-party rights; (d) your User Content; (e) any actions taken or decisions made based on AI-Generated Output; or (f) any dispute between you and any third party arising from your use of the Service.

15. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice, in our sole discretion. Upon termination: (a) your right to use the Service ceases immediately; (b) you must cease all use of the Service; and (c) we may delete your account and User Content after a reasonable retention period, subject to applicable law. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 6 through 18.

16. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia, sitting in the City of Vancouver.

Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us. If the dispute is not resolved within thirty (30) days of your initial notice, either party may proceed with formal proceedings. Any claim or cause of action must be filed within one (1) year after such claim arose, or it shall be permanently barred. You waive any right to participate in a class action, class-wide arbitration, or any other representative proceeding.

17. Changes to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated by posting the updated Terms on the Service with a revised "Last updated" date. Your continued use of the Service after the posting of revised Terms constitutes your acceptance of and agreement to the changes. If you do not agree to the revised Terms, you must stop using the Service.

18. General Provisions

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed, and the remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by us in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

Force Majeure: We shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or third-party service outages.

Entire Agreement: These Terms, together with our Privacy Policy and any other agreements expressly referenced herein, constitute the entire agreement between you and ActBase regarding your use of the Service and supersede all prior and contemporaneous agreements.

19. Contact

If you have any questions about these Terms of Service, please contact us at support@actbase.ai.