Terms of Service

Last updated December 12, 2009

Actuatr is an Internet service (the “Site”) that provides various communication tools, data hosting and serving, and other services related to retail and shopping (the "Services"). Actuatr is owned and operated by Proletarian Design LLC (“the Company”) of California. By accessing or using any of the Services associated with or provided through the Site, you expressly agree to be bound by the following terms and conditions of these Terms of Service ("TOS"). Any new features added to or augmenting the Service are also subject to this TOS. The Company may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. The Company may also impose limits on certain features and services or restrict a your access to parts or all of the Services without notice or liability. The Company reserves the right, at its discretion, to modify the TOS at any time by posting a notice on the Site, or by sending you a notice by email. You are responsible for reviewing and becoming familiar with any such modifications. Furthermore, you agree and acknowledge that you have no expectation of privacy with respect to the Internet in general. For more information on the Company’s privacy policy, please visit http://www.actuatr.com/privacy.

1. Use of Services

• You agree that you are legally permitted to use the Services and access the Site, and you take full responsibility for the selection and use of the Services and access of the Site. You represent and warrant to the Company that you have the power and authority to comply with the terms of these Terms of Service and to perform your obligations under the terms of these Terms of Service; and you have provided and will provide accurate and complete registration information.
• You also certify that it is legally permitted for you to use the Services and access the Site, and you take full responsibility for the selection and use of the Services and access of the Site. This TOS is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions. The Company makes no claim that the Site may be lawfully viewed or that content may be downloaded outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
• You are responsible for all activity from your user account in connection with the Services and accessing the Site. You expressly agree that you will not attempt to hack the Site or any communication initiated by the Site or to defeat or overcome any encryption and/or other technical protection methods implemented by the Company with respect to the Site and/or data and/or content or programming transmitted, processed or stored by the Company or other users of the Site, or engage in any other activity deemed by the Company to be in conflict with the spirit of these Terms of Service.
• You may link to the Site from an external website, provided that the website does not imply any endorsement by or association with the Company.
• You acknowledge and agree that from time to time the Site may be inaccessible or inoperable for any reasonthere will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment, or causes beyond the control of the Company or which are not reasonably foreseeable by the Company. Every reasonable step will be taken by the Company to minimize such disruption where it is within the Company’s reasonable control.

2. Restrictions

You are responsible for your communications and your use of the Site. As such, you may not, under any circumstances, do any of the following:

• Using the Site to promote, conduct, or contribute to fraudulent, obscene, libelous or defamatory, pornographic and/or illegal activities, including deceptive impersonation or activities involving the exploitation of children
• Post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion
• Upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents
• Upload files that contain a virus or corrupted data
• Delete any author attributions, legal notices or proprietary designations or labels in a file that you upload through the Site
• Attempting to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Site
• Falsely purport to be an employee or agent of the Site or the Company
• Cause repeated disruptive incidents
• Act, or fail to act, in your use of Site, in a manner that is contrary to applicable law or regulation
• Disrupting, circumventing, or interfering with any part of the Site; forging or modifying any data processed or distributed by the Site; or using an automated process to cause greater demand on the Site than a single person could produce
• Altering, modifying, deleting, or otherwise interfering with or in any manner compromising any content, programming, advertising, services and/or features contained on or through the Site, including, without limitation, the Site's advertising and/or content delivery and display functionality
• Engage in any other activity deemed by the Company to be in conflict with the spirit or intent of this TOS

3. Content

• The Company reserves complete and sole discretion with respect to the operation of the Site. The Company may, among other things, withdraw, suspend or discontinue any functionality or feature of the Site. The Company may, in its complete and sole discretion, review uploaded files, text information, comments and authorize restrictions on access thereto
• You acknowledge and agree that you are solely responsible for any content made by you on or through the Site. Without limitation to the foregoing, you are solely responsible for the accuracy, reliability, nature, rights clearance, and compliance with law and legal restrictions associated with any user content
• You are encouraged to use discretion while browsing the Internet using links initiated at the Site. The Site links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites which contain inaccurate information, false or misleading advertising, or information which violates copyright, libel or defamation laws. The Company and information providers make no representations concerning any effort to review all or any of the content of sites listed in the Site or provided through the Site
• You acknowledge that your participation in online communications occurs in real time and is not edited, censored, or otherwise controlled by the Company. The Company cannot and does not constantly screen content provided by you through the Site. Notwithstanding the foregoing, the Company reserves the right to monitor content on the Site and to remove content, which the Company, in its sole discretion, determines to be harmful, offensive, or otherwise in violation of these Terms of Service. The Company also relies on feedback from users to alert the Company of any questionable content
• Statements made in websites, comments, profiles, dataset pages reflect only the views of their authors. Content providers, information providers or merchants appearing on the Site are not authorized the Company spokespersons, and their views do not necessarily reflect those of the Company

4. Proprietary Rights

• The entire contents of the Site (including all contents contained therein) are copyrighted as a collective work under the laws of United States and other copyright laws. The Company holds the copyright in the collective work. The collective work includes works that are the property of the information providers which are also protected by copyright and other intellectual property laws. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas of the Site solely for your own non-commercial use, unless otherwise permitted. Any redistribution retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from the Site. You may not use any the Site's logo or any other proprietary graphic or trademark without the Company’s express written permission
• By submitting images and other data and communications to public areas of the Site (“User Submissions”), you hereby grant the Company a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and the Company's business, including without limitation for promoting the Site and redistributing part or all of the User Submissions (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Site a non-exclusive license to access your User Submissions through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Site and under these Terms of Service
• By submitting ideas, comments, suggestions, documents, and/or proposals ("User Comments") to the Site, you agree that the Company shall be entitled to use or disclose (or choose not to use or disclose), without any restriction or limitation, such User Comments for any purpose, in any way, in any media worldwide. You acknowledge and agree that: (a) your User Comments do not contain confidential or proprietary information; (b) the Company is not under any obligation of confidentiality, express or implied, with respect to the User Comments; (c) the Company may have under consideration or in development something similar to the User Comments already; and (d) you are not entitled to any compensation or reimbursement of any kind from the Company under any circumstances

5. Third party websites

Users of the Site may gain access from the Site to third party sites on the Internet through hypertext or other computer links on the Site. Third party sites are not within the supervision or control of the Company or the Site. Unless explicitly otherwise provided, neither the Company nor the Site make any representation or warranty whatsoever about any third party site that is linked to the Site, or endorse the products or services offered on such site. The Company and the Site disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against Company or the Site with respect to such sites and third party content.

8. Copyright

The Company has adopted the following policy toward copyright infringement with respect to the Site in accordance with the Digital Millennium Copyright Act, a copy of which is located at lcweb.loc.gov. The Company will:

• Disable access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any user to the Site
• Terminate the account and access to the Site for any repeat offender. This policy applies to all aspects of all services provided by the Site

9. Reporting Copyright Infringements.

If you believe that content residing or accessible on the Site infringes a copyright, please send a notice of copyright infringement containing the following information.

• Identification of the work or material being infringed
• Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that the Company is capable of finding and verifying its existence
• Contact information about the notifying party (the Notifying Party), including name, address, telephone number and e-mail address
• A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law
• A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner
• The Notifying Party's physical or electronic signature

10. Responding to Complaints.

After notification of an alleged infringement is received by the Designated Agent:

• The Company will remove or disable access to the allegedly infringing material
• The Company will then immediately notify the subscriber responsible for the allegedly infringing material (the Offending Subscriber) that it has removed or disabled access to the material
• If the Offending Subscriber is a repeat offender, the Company will immediately terminate such subscriber's account and access to the Site in addition to removing the infringing material

11. Termination

Either party may terminate the Services at any time by notifying the other party by any means. The Company may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if the user breaches any of the terms or conditions of this Terms of Service. Upon termination of the user's account, the right to use the Site, access the Site, and any content on the Site will immediately cease. All provisions of this Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability which you otherwise may have to the Company or the Site, including without limitation any indemnification obligations contained herein.

12. Disclaimer of Warranties

THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICES.

ALTHOUGH THE COMPANY AND THE SITE WILL MAKE REASONABLE EFFORTS TO STORE AND PRESERVE THE MATERIAL RESIDING ON THE SITE, NEITHER THE COMPANY NOR THE SITE IS RESPONSIBLE OR LIABLE IN ANY WAY FOR THE FAILURE TO STORE, PRESERVE OR ACCESS SUBSCRIBER CONTENT OR OTHER MATERIALS YOU TRANSMIT OR ARCHIVE ON THE SITE. YOU ARE STRONGLY URGED TO TAKE MEASURES TO PRESERVE COPIES OF ANY DATA, MATERIAL, CONTENT OR INFORMATION YOU POST OR UPLOAD ON THE SITE. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UPS OF YOUR SUBSCRIBER CONTENT.

Furthermore, the Company disclaims (a) any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or availability or operability of information or materials displayed on the Site or any of its sub-pages; (b) any and all responsibility for the conduct of any user or any visitor of the Site; (c) any and all responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material; and (d) disclaims any and all responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the Site or any of its sub-pages.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, ACCURATE, RELIABLE, FREE OF VIRUSES AND DEFECTS, OR WILL IN ANYWAY MEET YOUR REQUIREMENTS OR EXPECTATIONS.

13. Limitation of Liability; Indemnification

UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE SERVICE, THE USE OF THE SITE, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE; ANY CHANGES TO OR INACCESSIBILITY OR TERMINATION OF THE SITE; ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR NOT RECEIVED; ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE; OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF TORT OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE COMPANY, OR THE SITE, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SITE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE TO HOLD HARMLESS AND INDEMNIFY THE COMPANY, ITS STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY ACTION, CAUSE CLAIM, SUIT, JUDGMENT, DAMAGE (ACTUAL AND CONSEQUENTIAL), DEBT, DEMAND, EXPENSE OR LIABILITY (INCLUDING REASONABLE COSTS AND ATTORNEY’S FEES) OF EVERY KIND AND NATURE, ASSERTED BY ANY PERSON, ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SITE.

14. Miscellaneous

These Terms of Service shall be governed by and construed in accordance with the laws of the State of California. You agree that any legal action or proceeding between the Company and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Alameda County, California, United States. No waiver of any term, provision or condition of these Terms of Service, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. These Terms of Service constitutes the complete and exclusive statement of the agreement between the parties with respect to the Site and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Site. If any action in law or in equity is necessary to enforce the terms of these Terms of Service, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of these Terms of Service are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or inability to enforce shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of these Terms of Service are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any user, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to these Terms of Service; except that Section 8 is intended to benefit the Company and its stockholders, officers, directors, employees, and agents. The Company may assign its rights and duties under these Terms of Service to any party at any time without notice to you.