Terms of Service

1. Eligibility and Acceptance

You must be at least 18 years old and capable of forming a legally binding contract to use the Services. If you use the Services on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms, and “you” includes that organization. We may update these Terms from time to time; the updated version takes effect when posted, and your continued use of the Services constitutes acceptance of the revised Terms.

2. The Services

Actero provides software that monitors publicly available signals across the web and, where configured, generates and carries out automated responses and actions on your behalf. The Services may evolve over time, and we may add, modify, suspend, or discontinue any feature at any time without liability. Certain features may be offered as beta, preview, or experimental functionality and are provided “as is” without any warranty.

3. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate and complete information, to keep it current, and to notify us promptly of any unauthorized use. We are not liable for any loss arising from your failure to safeguard your credentials.

4. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Services in violation of any applicable law, regulation, or third-party right, including intellectual property, privacy, publicity, defamation, consumer protection, and anti-spam laws;
• use the Services to generate, distribute, or facilitate unlawful, harassing, deceptive, defamatory, harmful, or misleading content;
• reverse engineer, decompile, scrape, or attempt to derive the source code or underlying models of the Services, except to the extent this restriction is prohibited by law;
• interfere with, disrupt, overburden, or attempt to gain unauthorized access to the Services or their related systems or networks;
• misrepresent the source of any content, impersonate any person or entity, or circumvent the usage policies or rate limits of any platform on which the Services act; or
• use the Services to develop a competing product or to benchmark without our prior written consent.

You are solely responsible for your use of the Services, including your configuration of automated actions and any content published, sent, or taken on your behalf. We may suspend or terminate access that we reasonably believe violates these Terms or poses a risk to us, the Services, or others.

5. Customer Content and Configuration

You retain ownership of the data, materials, brand assets, instructions, and configurations you provide to the Services (“Customer Content”). You grant Actero a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and otherwise use Customer Content as necessary to provide, secure, and improve the Services and as otherwise permitted under these Terms and our Privacy Policy. You represent and warrant that you have all rights and consents necessary to provide Customer Content and to authorize the actions you configure.

6. Artificial Intelligence and Automated Output

The Services use artificial intelligence and automated systems to generate outputs, recommendations, and actions (“Output”). Output may be inaccurate, incomplete, or otherwise unsuitable, and may not reflect the most current information. Output is not professional, legal, financial, or other regulated advice. You are responsible for reviewing Output and for deciding, through your configuration and approvals, which actions the Services may take autonomously. You assume all risk arising from actions taken based on Output, and Actero disclaims all liability for such actions to the fullest extent permitted by law. You are responsible for maintaining appropriate human oversight consistent with the risk of the actions you enable.

7. Intellectual Property

The Services, including all software, models, designs, text, graphics, and trademarks, are owned by Actero or its licensors and are protected by intellectual property laws. Except for the limited right to use the Services under these Terms, no rights are granted to you. Any feedback, suggestions, or ideas you provide may be used by Actero without restriction or obligation to you.

8. Third-Party Services and Platforms

The Services may interoperate with third-party platforms, networks, and services that are not controlled by Actero. Your use of those third parties is governed by their own terms, and Actero is not responsible or liable for them, their availability, or any action taken through them. You are responsible for complying with the terms of any platform on which you direct the Services to act.

9. Fees

If the Services are provided for a fee, you agree to pay all applicable charges as described at the time of purchase. Unless otherwise stated, fees are non-refundable, exclusive of taxes, and subject to change on a prospective basis. You are responsible for all taxes associated with your use other than taxes based on Actero’s net income.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ACTERO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ACTERO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACTERO OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACTERO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO ACTERO FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Indemnification

You will defend, indemnify, and hold harmless Actero and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Services, (b) Customer Content and the actions you configure or authorize, (c) your violation of these Terms or any applicable law, or (d) your violation of any third-party right. Actero reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate.

13. Term, Suspension, and Termination

These Terms remain in effect while you use the Services. We may suspend or terminate your access at any time, with or without notice, if we reasonably believe you have violated these Terms or to protect the Services or others. You may stop using the Services at any time. Upon termination, the rights granted to you cease, and any provision that by its nature should survive termination will survive, including Sections 5 through 12 and 14 through 18.

14. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Israel, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 15, the competent courts located in Tel Aviv-Jaffa, Israel will have exclusive jurisdiction, and you consent to their personal jurisdiction and venue. Notwithstanding the foregoing, Actero may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15. Dispute Resolution; Arbitration and Class Waiver (U.S. Users)

If you are a resident of the United States, then, to the fullest extent permitted by law, you and Actero agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration rather than in court, except that either party may bring an individual claim in small-claims court. The arbitration will be administered under the rules of a recognized arbitration provider, and judgment on the award may be entered in any court of competent jurisdiction. You and Actero agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. You may opt out of this arbitration agreement by sending written notice to the contact address below within thirty (30) days of first accepting these Terms.

16. Export Controls and Sanctions

You represent that you are not located in, and will not use the Services in or for the benefit of, any country or party subject to applicable trade sanctions or export-control restrictions (including those administered by Israel, the United States, the United Nations, or the European Union), and that you are not a restricted or denied party. You agree to comply with all applicable export, re-export, and sanctions laws and regulations.

17. Force Majeure

Actero will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, network or infrastructure failures, cyberattacks, or failures of third-party services or platforms.

18. General

These Terms, together with our Privacy Policy and any order or written agreement referencing them, constitute the entire agreement between you and Actero regarding the Services and supersede all prior understandings. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in full force. Actero’s failure to enforce any right is not a waiver. You may not assign these Terms without our prior written consent; Actero may assign them freely. There are no third-party beneficiaries. Notices to Actero must be sent to the contact address below.

19. Contact

Questions about these Terms may be directed to hello@actero.ai.