Terms of Use

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE, CLICKING "AGREE," OR PROVIDING ANY OTHER FORM OF ASSENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF, OR FOR THE BENEFIT OF, YOUR EMPLOYER OR AN ENTITY FOR WHICH THIS SERVICE IS BEING USED, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS BEHALF.

This Terms of Use Agreement is between Actonia, Inc., an Illinois corporation (Actonia), and the entity or individual agreeing to this agreement (Customer).

1) PERFORMANCE MARKETING PLATFORM AND SERVICES.

This agreement provides Customer access to Actonia’s proprietary, cloud-based subscription platform consisting of a consolidated web-based portal for tracking, reporting, managing, and optimizing Customer’s digital performance marketing activities across Customer’s online properties and channels, as described in the applicable order (Services). This agreement contemplates one or more orders for the Services, which orders are governed by the terms of this agreement and will describe the specific Services, modules, usage parameters, and subscription term in more detail. Subject to this agreement, Customer may permit its employees and contractors to access and use the Services for Customer’s internal business purposes and solely for the benefit of Customer, and Customer remains responsible for their compliance with this agreement. In addition to the Services, Actonia may provide implementation, configuration, integration, data migration, and training or other professional services under an order or statement of work, each of which is governed by this agreement.

2) USE OF SERVICES.
a). Actonia Support. Actonia will provide customer support for the Services at no additional charge, as further detailed at: http://www.seoclarity.net/support, which terms are incorporated into this agreement for all purposes.

b). Customer Responsibilities. Customer (i) is solely responsible for Customer Information, and (ii) must use commercially reasonable efforts to prevent unauthorized access to the Services, and notify Actonia promptly of any such unauthorized access, and (iii) may use the Services only in accordance with applicable law.

c). Customer Restrictions Customer may not (i) sell, resell, rent or lease the Services, (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, (iii) interfere with or disrupt the integrity or performance of the Services, (iv) attempt to gain unauthorized access to the Services or their related systems or networks, (v) reverse engineer the Services, (vi) remove or modify any proprietary marking or restrictive legends in the Service; or (vii) access the Services to build a competitive product or service, or copy any feature, function or graphic of the Services for competitive purposes.

d). AI Features. Any use of an artificial intelligence feature of the Service to generate content (AI Content) is provided AS IS. AI Content may not be accurate, and Customer should review it before making it publicly available. Actonia assigns to Customer any copyright ownership rights it has any in any AI Content. For the avoidance of doubt, any Customer input which is used to generate AI Content (whether by Customer prompting, or Customer provided, data information or content) is NOT used by Actonia to train any artificial intelligence model.

3) PAYMENT TERMS. Customer must pay all fees (US$) that are due within 30 days of receiving an invoice. Customer is responsible for sales, use, and other similar taxes. Actonia may temporarily suspend or terminate, or both, the Services if Customer’s payment on any invoice is more than 10 days past due.

4) WARRANTY/SERVICE LEVEL AGREEMENT and REMEDY.
a). Warranty. Actonia warrants to Customer (i) that commercially reasonable efforts will be made to maintain the online availability of the Services for a minimum of availability in any given month as provided in the chart below (excluding scheduled outages, force majeure and Customer technology issues), (ii) the features and functionality of the Services will change over time, but will not materially decrease during the term of an order, and (iii) the customer support will not materially degrade.

                    Availability                    Credit

                    – 99.5 – 95%       = 10% of monthly fee.

                    – 94.99 – 90%     =   25% of monthly fee.

                    – Less than 90%  = 50% of monthly fee.

b). Limited Remedy and Disclaimer. CUSTOMER’S EXCLUSIVE REMEDY AND ACTONIA’S SOLE OBLIGATION FOR BREACH OF THE WARRANTY IN SECTION 4(A)(I) ABOVE WILL BE FOR ACTONIA TO PROVIDE A CREDIT AS PROVIDED IN THE CHART ABOVE (IF THIS AGREEMENT IS NOT RENEWED, THEN A REFUND), FOR THE MONTH IN QUESTION; PROVIDED THAT CUSTOMER NOTIFIES ACTONIA OF SUCH BREACH WITHIN 30 DAYS OF THE END OF THE MONTH IN QUESTION.

ACTONIA DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5) MUTUAL CONFIDENTIALITY AND DATA SECURITY.
a). Definition of Confidential Information. Confidential Information means all information disclosed by a party
(Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Actonia’s Confidential Information includes the Services.

b). Protection of Confidential Information. The Recipient must use the same degree of care to protect the Confidential Information and to protect it from disclosure to third-parties that it uses to protect its confidential information (in no event less than reasonable care) and not use any Confidential Information of Discloser for any purpose (other than within the scope of this agreement). The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors, and agents who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

c). Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information.

d). Data Security. To the extent required by Customer under local data protection laws, the US State Data Processing Addendum located at this link applies.

6) PROPRIETARY RIGHTS.
a). Reservation of Rights by Actonia. The software, web processes, visualizations, designs, and other technologies provided by Actonia as part of the Services are the proprietary property of Actonia and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Actonia. Actonia reserves all rights not expressly granted.

b). Customer Information. All uploaded information under Customer’s account remains the sole property of Customer, as between Actonia and Customer (Customer Information). Customer grants Actonia a non-exclusive term license to use, modify, copy, duplicate, and prepare derivative works of Customer Information for the purpose of Actonia performing under this agreement and to maintain and support the Service. Customer may at any time, during the duration of an order or a statement of work, download its Customer Information from the Services.

c). De-identified, Aggregated, and Statistical Data. Actonia may compile statistical information related to the Services and its customers' use of the Services, and may make such information publicly available, provided that such information does not identify Customer's Confidential Information or Customer Information, and there is no means to re-identify Customer's Confidential Information or Customer Information. Actonia retains all intellectual property rights in such information.

7) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, AND LOSS OF DATA OR INFORMATION) RELATING TO OR ARISING OUT OF THIS AGREEMENT. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR SECTION 9 BELOW, ACTONIA’S TOTAL LIABILITY RELATING TO OR ARISING OUT OF THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER WITHIN THE 12 MONTH PERIOD PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM.

8) TERM, TERMINATION AND SUSPENSION OF SERVICE.

a). Term. This agreement continues until all orders have expired or are earlier terminated under Section 8(b) of this agreement (Term).

b). Mutual Termination for Material Breach. If either party is in breach of any material term of this agreement, the other party may terminate this agreement and any order at the end of a written 30-day notice/cure period, if the breach has not been cured.

c). Actions upon Termination. If Customer terminates this agreement for material breach on the part of Actonia, Actonia will refund to Customer any prepaid and unused fees. Upon termination of this agreement for any reason, Customer must pay Actonia for any unpaid amounts, and destroy or return all property of Actonia. Upon Actonia’s request, Customer will confirm in writing its compliance with this destruction or return requirement.

d). Download of Customer Provided Information. Before expiration of an order, Customer may download Customer Information to the extent allowed by functionality within the Service. After termination of an order, Actonia has no obligation to maintain any of the Customer Information.

e). Suspension of Services for Violations of Law. Actonia may immediately suspend the Services and remove applicable Customer Information if it in good faith believes that, as part of using the Services, Customer may have violated a law. Actonia may try to contact Customer in advance, but it is not required to do so.

9) DEFENSE OF INFRINGEMENT CLAIMS.

Actonia will defend or settle any third party claim against Customer to the extent that such claim alleges that the Actonia technology used to provide the Services violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies Actonia of the claim in writing, cooperates with Actonia in the defense and allows Actonia to solely control the defense or settlement of the claim. Costs. Actonia will indemnify Customer from any infringement claim defense costs Actonia incurs, Actonia negotiated settlement amounts and court awarded damages. Process. If such a claim appears likely, then Actonia may modify the Services, procure the necessary rights, or replace it with the functional equivalent. If Actonia determines that none of these are reasonably available, then Actonia may terminate the Services and refund any prepaid and unused fees. Exclusions. Actonia has no obligation for any claim arising from: Actonia’s compliance with Customer’s unique specifications; a combination of the Services with other technology or aspects where the infringement would not occur but for the combination; use of Customer Information; or technology or aspects not provided by Actonia. This section contains Customer’s exclusive remedies and Actonia’s sole liability for intellectual property infringement claims.

10) GOVERNING LAW. This agreement is governed by the state of Illinois, substantive laws, without regard to conflict of laws principles. The prevailing party in any litigation is entitled to recover its attorney’s fees and costs from the other party.

11) INSURANCE. During the Term and for 1 year after the Term, Actonia will maintain the following policies of insurance.

a). Comprehensive General Liability (CGL) Insurance. This insurance will cover contractual liability, personal or bodily injury, products liability, premises/operations, completed operations, and broad form property damage, with a combined single limit of not less than $2,000,000 per occurrence and $4,000,000 in aggregate.

b). Workers Compensation and Employer’s Liability. Full statutory coverage for Workers’ Compensation and Employers Liability with limits as required by law. These policies will contain waivers of the insurer’s subrogation rights against Customer where permitted by law.

c). Professional Liability including Technology & Cyber Security Liability. This insurance will cover technology and cyber security liability up to $5,000,000 in aggregate.

d). Other. The CGL policy will: (i) be endorsed with a statement that the coverage may not be canceled, altered or permitted to lapse or expire without 30 days’ prior written notice to Customer; and (iii) provide that the insurer waives any right of subrogation against Customer.

12) MISCELLANEOUS OTHER TERMS. This agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless both parties sign it. Neither party may assign or transfer this agreement or an order to a third party without a consent from the other party, except that either party may assign this agreement without the consent of the other party as part of a merger or sale of all or substantially all a party's businesses, assets, not involving a competitor of the other party, or at any time to an affiliate. The parties are independent contractors with respect to each other. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Actonia rejects additional or conflicting terms of a form purchasing document. If there is an inconsistency between this agreement and an order, the order prevails. Any terms that by their nature survive termination or expiration of this agreement, will survive. Neither party is liable for its non-performance due to events beyond its reasonable control and whether foreseeable or not, including but not limited to natural weather events and disasters, labor disruptions, disruptions in the supply of utilities, and public Internet failures. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach. Actonia may use Customer's name and logo in customer lists and related promotional materials describing Customer as a customer of Actonia, which use must be in accordance with Customer’s trademark guidelines and policies.

Last Updated October 28, 2025.
Archived versions of the terms can be found here (2016) and here (2018).