Terms of Service
These Terms of Service (the “Terms”) govern your access to and use of the activeq.app website, the ActiveQ waitlist, the ActiveQ application and customer portals, and any beta, preview or other service offered by ActiveQ (together, the “Services”). The Services are operated by Joshua Klimek, doing business as ActiveQ (“ActiveQ”, “we”, “us”). By using the Services you agree to these Terms. If you do not agree, do not use the Services. Please read sections 8 (automatic renewal and cancellation), 10 (refunds), 16 (disclaimer of warranties), 17 (limitation of liability) and 19 (governing law and disputes) carefully: they limit our liability and affect your rights.
1. Product status
ActiveQ is a new product under active development. Features marked “Coming soon” on this website are not available yet, and features, integrations, pricing and availability described on this website that are not yet live are plans, not commitments. Anything we offer as a beta, preview or early-access feature is provided for evaluation only, may change or end at any time, and may contain errors or lose data; do not rely on any such feature for business-critical work. Joining the waitlist, or creating a workspace, does not guarantee continued access to the Services. Paid plans and AI credit packs are on sale. Sections 7 to 10 and section 12 describe how billing works and apply now. The rest of these Terms, including section 11 (Changes to these Terms), apply now.
2. Eligibility and accounts
The Services are for business use only and are not offered to consumers. You must be at least 18 years old and able to form a binding contract, and you confirm that you are using the Services for a business, professional or organizational purpose and not for personal, family or household purposes. For now, creating a workspace is limited to businesses in the United States: we check the country your connection appears to come from and ask you to confirm. People anywhere may use a customer portal that a business has set up. If you use the Services for an organization, you confirm that you have authority to bind it, and “you” includes that organization. You are responsible for keeping your credentials secure and for all activity under your account, and you must give us accurate sign-up information. When you create a workspace you must tick the box to accept these Terms; we record the version of the Terms you accepted and when.
Sign-ins and sessions. Each seat is for one named person; logins may not be shared. A seat can have one live desktop session and one live phone session at a time: when someone signs in on the same kind of device, the older session on that kind of device is signed out, and the person signing in is told. Sessions also end after a period of inactivity (for staff, 4 hours by default) and after a maximum length (14 days by default); a workspace owner can change both within limits we set, and a customer portal has its own inactivity limit (8 hours by default, which the workspace can change). Changing a password signs out the other sessions, and disabling a member or changing their role signs them out of that workspace. Workspace owners and admins can see a member’s sessions and sign them out. We may limit concurrent sign-ins and end sessions where we think it is needed to protect accounts or the Services.
3. Acceptable use
You agree not to: (a) break the law or infringe the rights of others; (b) upload malware or content you have no right to upload; (c) probe, scan or test the vulnerability of the Services without our written permission; (d) interfere with or overload the Services, including by exceeding the rate limits described in section 13; (e) attempt to access data or accounts that are not yours; (f) resell, sublicense or reverse engineer the Services except as the law permits; (g) use the Services to build a competing product; (h) share a seat between people or otherwise get around seat counts, plan limits or billing; or (i) use the Services to send spam or messages that break anti-spam or telemarketing laws. You are responsible for what the members of your workspace and anyone using your API keys do. You must own or control any sending domain you add to your workspace.
4. Your content
You keep ownership of the data, tickets, messages and other content you submit (“Your Content”). You grant us a limited, worldwide license to host, process, transmit and display Your Content solely to provide and secure the Services. Your Content includes the articles in your workspace’s knowledge base. You decide who may read each article (your staff only, all of your clients, or chosen client organizations), and a workspace’s articles are never shown to another workspace or to people who are not signed in. You are responsible for Your Content, for having the rights and consents needed to submit it (including personal data of your own customers and employees), and for keeping your own backups. You can export your data from the Services where an export feature is available, or ask us by email (see section 15 for what happens when a workspace closes); you should keep your own copy of anything important. Except for what we promise in section 15, we do not promise to keep or recover Your Content, and to the extent the law allows we are not responsible for loss, corruption or deletion of it, however caused. Where Your Content includes personal data, section 10 of our Privacy Policy (Customer data and data processing terms) forms part of these Terms and is our data processing agreement with you.
5. Our property and feedback
The Services, including the software, design, text, logos and the ActiveQ name, are owned by us or our licensors and protected by law. Except for the limited right to use the Services under these Terms, no rights are granted to you. If you give us feedback or suggestions, you grant us a perpetual, royalty-free right to use them without obligation to you.
6. Free trial
A new workspace gets a 14-day free trial of every feature. No payment card is asked for, and a trial never turns into a paid plan by itself: you are charged only if a workspace owner subscribes. We email the workspace owners 3 days and 1 day before the trial ends, and if no one has subscribed when it ends, the workspace becomes read-only as described in section 9. If you subscribe during the trial, the rest of the trial is kept when at least two days of it are left, and your first charge is taken on the day the trial would have ended; this is shown on the payment page. The trial is a free evaluation provided without charge and without any commitment on our part: it is provided “as is”, with no service levels or support commitments, and we may extend, change, limit or end a trial at any time.
7. Plans, prices and payment
Prices. Paid plans are billed monthly, in advance, in US dollars. The price depends on the number of agents (staff members who hold a seat) in the workspace, as shown on our pricing page and on the payment page before you pay; you are always billed for at least one seat. Prices do not include taxes. There are no setup fees or other hidden fees: the amount shown on the payment page, plus any tax shown there, is what you are charged.
Stripe. Payments are processed by Stripe, Inc. Card details are entered on Stripe’s secure pages and go to Stripe directly; we never see or store your full card number. Stripe’s own terms and privacy policy apply to the information you give it. Only a workspace owner can subscribe, buy credits, change the payment method or cancel; in sections 6 to 12, “workspace owner” includes any member whose role has the billing permission. By subscribing you authorize us, through Stripe, to charge your payment method for each monthly renewal, for seat increases as described below and for applicable taxes until you cancel. Stripe emails a receipt for each payment, and invoices are available in Settings > Billing.
Seat changes. The number of seats billed follows the number of agents in the workspace. A person you invite is not billed until they accept the invitation and join, and a member who is moved to a role that holds a seat is billed from that change. Prices are flat per band (1 to 3 agents, 4 to 8 agents, then a fixed amount for each agent above 8), so adding an agent does not always change the price. When adding an agent raises the price, for example the 4th agent, which moves the workspace to the next band, the increase is charged to the card on file for the rest of that billing month (pro rata), plus tax. It is charged shortly after the agent joins or the role changes, normally within a few minutes, and changes made close together are charged together. The charge is never more than the difference between the old and the new monthly price, and we charge only for the part of an increase above the highest number of seats already paid for in that billing month, so removing an agent and adding one back in the same month is not charged twice. The higher amount applies from the next renewal. If the charge is declined, we try it again; if a payment for the plan is overdue (section 9), the charge waits until that payment has been collected. The agent keeps access in the meantime. If a seat charge stays unpaid after repeated declines, we may suspend the workspace, but only as section 9 (Declined seat charges) describes, with notice and a chance to fix the payment method first. When an agent is removed, there is no credit or refund for the rest of the month; the next renewal is billed at the lower amount. Adding an agent is never blocked, so check the price before you add people.
Taxes. You are responsible for all sales, use, value-added and similar taxes on your purchases, other than taxes on our income. Where we are required to collect a tax, it is added to your invoice and shown on the payment page. If you are exempt, you must give us valid evidence of the exemption.
8. Automatic renewal and cancellation
Your subscription renews automatically every month, at the then-current price for the number of seats billed, plus tax, and your payment method is charged at the start of each billing month, until you cancel. The payment page shows these terms next to the pay button, and you must tick a box accepting these Terms before you pay. After your first payment we email a confirmation that repeats the renewal terms and explains how to cancel.
How to cancel. A workspace owner can cancel at any time online: in the workspace, go to Settings > Billing, choose “Manage billing”, and cancel the plan on Stripe’s billing page. No phone call, chat or reason is required (Stripe may offer an optional reason). You can also cancel by emailing support@activeq.app from a workspace owner’s email address; we will confirm by email. Cancellation takes effect at the end of the current paid month: you keep full access until then, we email you the date the plan ends, and no further renewal charge is taken. You can undo a cancellation before that date with “Resume plan” in Settings > Billing. After the plan ends the workspace becomes read-only and then closes, as described in section 9.
Price and plan changes. We may change our prices or plans. We will tell workspace owners by email at least 30 days before a price increase applies to an existing subscription, and the new price applies from the first renewal after that notice period. The email names the date the new price first applies, which is a renewal date at least 30 days after we send it, the old and the new monthly price for the number of seats you have when we send it, and how to cancel before that date; what you are charged at a later renewal also depends on the seats billed then (see Seat changes). If you do not agree, you can cancel before then and the increase will not apply to you. A price decrease, or a change that only affects new customers, may apply without notice.
9. Failed payments, read-only mode and closure
If a payment fails, Stripe retries it automatically for about two weeks and emails you how to update your card. While payment is overdue the workspace keeps working and owners see a banner with an “Update payment method” button. If the payment still cannot be collected after the retries, the subscription ends and the workspace becomes read-only. If you dispute a charge with your bank (a chargeback) instead of contacting us, we may suspend the workspace while the dispute is open.
Declined seat charges. If the charge for added seats (section 7) is declined repeatedly (we retry a declined charge several times) and stays unpaid, we may suspend the workspace, but only after we have emailed the workspace owners at least 7 days beforehand. That email says how much is overdue, the date the suspension would start and how to fix it: update the payment method in Settings > Billing. If the charge goes through before that date, we will not suspend. While a workspace is suspended for this reason, nobody can sign in to it and email sent to its ActiveQ addresses is rejected. While a workspace is suspended for this reason, its monthly plan charge is paused and resumes when the workspace is reinstated; nothing else is charged or credited because of the suspension. Nothing is deleted: we keep the workspace’s data while it is suspended, and a workspace owner can ask us by email for a copy of it as section 15 describes. We reinstate the workspace promptly once the overdue amount has been paid, with its data as it was. We will not close the workspace because of this suspension without emailing the workspace owners at least 7 days before it closes; closure and deletion then follow “Closure” below and section 15. This kind of suspension is separate from read-only mode, which applies when the plan itself cannot be collected.
Read-only mode. A workspace becomes read-only when a trial ends without a subscription, when a cancelled plan ends, or when payment cannot be collected. In read-only mode members can still sign in, read and search, and a workspace owner can still export the workspace’s data (section 15), but nothing can be created or changed, and API writes are refused. Email sent to the workspace’s ActiveQ addresses is rejected while it is read-only, and requests submitted through its customer portal are refused, so a customer who writes to a read-only workspace gets an error instead of a ticket. Subscribing in Settings > Billing restores full access. We email workspace owners when the workspace becomes read-only and 7 days before it closes.
Closure. A workspace that stays read-only for 30 days closes. When a workspace is closed nobody can sign in to it, but for 30 days after it closes a workspace owner can still export its data as section 15 describes. We may delete a closed workspace and its content 30 days or more after it closes; until it is deleted you can ask us to reopen it. A workspace owner can also ask us at any time, by email, to close a workspace early and delete its data.
10. Refunds
Fees are paid in advance and are not refundable, except as this section says or the law requires. We do not give refunds or credits for a partial month, for unused time after you cancel, for seats removed during a month, for downgrades, or for a workspace that you did not use. Because the trial is free and asks for no card, please use it to decide whether ActiveQ suits you before you subscribe.
We will refund: (a) a duplicate charge, including a second subscription for the same workspace, which our systems refund automatically; (b) a payment taken after a workspace has closed; (c) a charge we made in error, if you tell us within 60 days of the charge; and (d) the fees you prepaid for the part of a billing month after your access ends, if we end the Services or your paid plan for a reason other than your breach of these Terms or abuse of the Services. Refunds go back to the original payment method through Stripe, and banks can take several business days to show them. To ask about a charge, email support@activeq.app with the workspace name and the date and amount of the charge. AI credit packs have their own refund terms in section 12. Nothing in this section limits a right to a refund that the law gives you and that cannot be waived.
11. Changes to these Terms
We may update these Terms by posting a new version here and changing the date above. If a change is material (for example, to fees, renewal, cancellation, refunds, liability or how disputes are resolved), we will email workspace owners or tell them in the application at least 30 days before it takes effect, unless the change is required by law or is needed urgently to protect the Services, in which case we will tell you as soon as we reasonably can. If you do not agree to a change, you can cancel before it takes effect and you will not be bound by it for the rest of your paid month. If you keep using the Services after a change takes effect, you accept it. Price changes follow section 8.
12. AI features
ActiveQ includes optional AI features for the staff of a workspace. An AI action runs only when a member of the workspace with the permission to use AI clicks a button, for example to draft a reply, summarize a conversation, suggest a category, priority, sentiment or language, translate a message, polish text the staff member wrote, write an internal resolution note, or draft a help article from a resolved conversation, and, if a workspace owner has switched it on, to research a problem on the public web. Nothing runs automatically, and AI features are not available to your customers or requesters on a portal. To run an action, we send the text it needs to our AI provider, Anthropic, PBC, as described in section 11 of our Privacy Policy. By using AI features you instruct us to do that with Your Content, and you are responsible for having the rights, notices and consents needed to do so, including for personal data of your own customers. We do not train AI models on workspace content, and Anthropic’s commercial terms do not allow it to train its models on the content we send. Workspace owners can turn AI off for the whole workspace or for each feature. As between you and us, AI output generated from Your Content is part of Your Content.
AI output is produced by a machine. It may be inaccurate, incomplete, biased or out of date, and it is not legal, financial, security or other professional advice. A person must review it before it is sent or relied on. Nothing is sent to anyone or saved to a ticket unless a person chooses to do so, and you are responsible for what you send, apply or decide. We are not responsible for decisions made or actions taken on the basis of AI output. You will not use AI features to produce content that the usage policy of our AI provider (Anthropic’s Usage Policy) prohibits.
Web research (“Research”) is off by default and only a workspace owner can switch it on. What it sends is described in section 11 of our Privacy Policy. Its findings come from third-party web pages that we do not control. They are provided without any warranty: we do not endorse, and are not responsible for, the pages or sites they link to or for their content, accuracy, safety or availability. Verify what you find before you send it to anyone or rely on it, and check any command or setting before you run or apply it. Each workspace gets a free monthly allowance of research runs: the first 10 research runs in each calendar month (UTC) cost nothing, and each research run after that costs three credits. The free allowance is per workspace, is shared by everyone in it, and does not carry over: free runs not used by the end of the month are lost. We may change or end the free allowance, and we will tell you of a change as section 11 describes. A run that searches the web and finds nothing useful still counts as a free run, or is charged if no free run is left, because the searches were done; a request that cannot be turned into a safe search, or a run that fails, is refused or is cut off, does not use up a free run and is refunded automatically if it was charged.
Included runs and credits. Each workspace has an included allowance of AI runs for summaries, triage, translation, polish and resolution notes: 200 included runs during the trial and 1,000 per calendar month (UTC) once paid, subject to fair use. Unused included runs do not carry over to the next month. Once the included runs for a period are used up, these actions use one credit each. Reply drafts and help-article drafts always use credits (one credit for a reply draft, three for a help-article draft). Web research has a free monthly allowance, described below. A new workspace also gets 50 free credits in its trial. Owners can set a monthly cap on AI credits (included runs do not count toward it). A run that fails, is refused or is cut off is refunded automatically, and repeating an unchanged request within 24 hours costs nothing.
Credit packs. A workspace owner can buy a pack of credits as a one-time purchase through Stripe, at the price shown before payment; it does not renew. Purchased credits are added to the workspace once payment succeeds. They do not expire while the workspace is open, but they belong to that workspace only, cannot be transferred, have no cash value, and end when the workspace is closed or deleted. Packs are not refundable, including for unused credits, except at our discretion, for a duplicate or mistaken charge under section 10, or where the law requires; if we refund a pack, its credits are removed from the workspace. We may set limits on AI use, and we may change, suspend or end AI features, or switch them off for one workspace or for everyone, at any time. If we end AI features for everyone permanently, we will refund or credit the price of purchased credits that are still unused, where possible. For this purpose credits used are counted against free (trial) credits first and then against purchased credits, oldest purchase first.
13. API and webhooks
Where the API and webhooks are available to your workspace, you may use them to connect your workspace to your own systems. A person with the right permission can create API keys. Each key acts with the role chosen for it, never more than its creator holds. A key is shown once when it is created, and we store only a hash of it. You are responsible for keeping your keys confidential and for everything done with them; revoke a key you think is exposed. The same applies to an app you connect in Settings > Integrations: it acts with the role chosen when it is approved, never more than the person approving it holds, you are responsible for what it does, and you can disconnect it at any time. You are also responsible for the endpoints you configure for webhooks: webhook messages carry workspace data, which can include personal data of your own customers and employees, to those endpoints, and we do not control or take responsibility for who receives it or how they use it. Make sure each endpoint is yours or that you have the right to send data to it, and verify signatures as described in our developer documentation.
Seats and API keys. Each person who sends a public reply, changes a ticket’s status or assigns a ticket in your workspace must be an agent who holds a seat (section 7), whether they do it in the web app or through an API key or integration. An API key may be used by software acting for your own agents, or by an integration that acts without a person, such as monitoring, RMM or PSA sync, or automation. It may not be used to let people who do not hold a seat work tickets as staff, or to give your own customers or another business’s staff that access. We may ask you to explain how an integration uses a key. If we reasonably believe a key is being used to get around seat counts, we may suspend that key, but only after we have emailed the workspace owners at least 7 days beforehand, saying which key and why; if the use stops, or you show us it is allowed, before that date, we will not suspend it. Suspending a key does not affect the rest of the workspace.
The API has rate limits (by default 60 requests per key, 180 per workspace and 30 writes per key, per minute; app connections such as Zapier have their own, higher defaults), and requests over a limit are refused until the limit resets. We may change limits or raise them for a workspace. A workspace whose subscription has lapsed keeps API reads, but API writes are refused. We may revoke a key, turn off an endpoint or restrict API use that harms the Services or other customers, or that breaches these Terms, with or without notice (a key used to get around seat counts gets the notice described above). Webhooks are delivered at least once, on a best-effort basis, with automatic retries over roughly a day; an endpoint that keeps failing is switched off automatically. There is no service level for the API or webhook delivery, so your receiving system must tolerate duplicate, late and missed messages. We may change the API; changes that could break existing integrations will come in a new version with advance notice.
Third-party services. Automation services you connect, such as Zapier, Make or n8n, are provided by others under their own terms, fees and limits (for example Zapier plan fees and the limits Zapier places on how often an app can make calls). We do not control them and are not responsible for them or for data you send them, and an outage or limit there is not an outage of the Services.
14. Third-party services
The Services run on, and may link to or integrate with, third-party products and websites, including Stripe for payments and Anthropic for AI features. We do not control them and are not responsible for them. Your use of them is governed by their own terms. The service providers we use to run ActiveQ are listed in our Privacy Policy.
15. Suspension, termination and your data
Suspension. We may suspend or restrict access, in whole or in part, immediately and with or without notice, if we reasonably believe you have breached these Terms, that your use threatens the security or stability of the Services or other customers, that an account is unpaid or a charge is disputed, or that suspension is required by law; a suspension for repeated declined seat charges follows the notice, plan-charge pause, data and reinstatement steps in section 9 (Declined seat charges). We will try to restore access when the cause is resolved, but are not liable for a suspension made in good faith.
Termination. You may stop using the Services at any time; to stop paying, cancel as described in section 8. We may end your access, or end the Services or any feature, for any reason. Unless you have breached these Terms, abused the Services, or the law or a security risk requires faster action, we will give workspace owners at least 30 days’ notice by email before we end a paid plan or the Services, and section 10(d) applies. This notice period does not apply if we cannot give it because of our own incapacity (for example death, disability or insolvency) or because a supplier we depend on fails or ends its service, in which case we will give as much notice as we reasonably can. We will not refund fees when we suspend or end your access because of your breach or abuse.
Your data when a workspace closes. A workspace owner can download a copy of the workspace’s data without asking us. In this paragraph “workspace owner” means a member who holds the Owner role; the wider meaning in sections 6 to 12 does not apply, and a custom role does not qualify. An owner can do this in Settings > Data export while the workspace is on trial, active, past due or read-only, and for 30 days after it closes: after a workspace closes, sign in on our application address (app.activeq.app) and choose the export link shown next to the workspace. Exporting does not reopen it. Export is available once in any 24 hours and is not available while a workspace is suspended (if it is suspended for declined seat charges, ask us for a copy as described below). We build the export in the background and email the owner who asked a download link that is valid for 7 days. Anyone who holds the link can download the file until it expires, so do not forward it.
The export is a zip file of machine-readable files (JSON, one record per line). It contains the workspace’s tickets and their messages, including internal notes, with the tags and links on them and the survey answers (score and comment) given for them; the workspace’s contacts, organizations, tags, members and roles (for members: name, email address, role and status); and part of its configuration (for example statuses, priorities, types, categories, custom fields, teams, macros, automation rules, email templates, business hours, SLA policies and the workspace’s own terminology). Not every setting or record is included: for example portal, form and email-channel configuration, approvals, saved views and the run logs of automations are not. Attachments are not inside the file: it lists each one with its name, type and size and a download link that is valid for 7 days. The export leaves out deleted records (deleted records are not included, nor are their messages), the timeline of events, sign-in records and sessions, API keys and webhook secrets, billing records, AI usage records and the workspace’s activity and audit logs. The export also contains the workspace’s knowledge base articles (not deleted ones) with their text, its categories and a list of the images the articles use, with download links valid for the same 7 days. The export is a copy as of the time it is built, so check that it covers what you need before you rely on it. A workspace that is larger than the self-serve export can hold cannot be exported this way: the owner is told, and can ask us to prepare the copy by hand as described next. Once you have downloaded the file it is in your hands, and you are responsible for keeping it secure and for the personal data in it.
You can also ask us for a copy. If a workspace owner asks us by email while a workspace is suspended for declined seat charges (section 9), or before a closed workspace is deleted (and in any case within 30 days after it closes), we will provide a copy of the workspace’s tickets, messages and contacts in a common machine-readable format within 30 days, unless the law prevents it. After a closed workspace’s 30 days have passed, we may delete the workspace and its content; copies in our providers’ backups are overwritten as the backups roll over, as described in our Privacy Policy. We may keep billing records and the records we need to meet legal, tax or accounting duties, resolve disputes or enforce these Terms.
Sections that by their nature should survive termination (including 4, 5, 10, 14, 15 and 16 to 22) will survive.
16. Disclaimer of warranties
THE SERVICES, INCLUDING ANY FREE TRIAL, BETA OR PREVIEW, AI FEATURES AND RESEARCH FINDINGS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT DATA WILL NOT BE LOST OR CORRUPTED, OR THAT THE SERVICES WILL BE SECURE. ANY AI-GENERATED OUTPUT MAY BE INACCURATE AND YOU ARE RESPONSIBLE FOR REVIEWING IT BEFORE SENDING, APPLYING OR RELYING ON IT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.
17. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, ACTIVEQ AND ITS OWNER, EMPLOYEES, CONTRACTORS AND SUPPLIERS WILL NOT 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 RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) US$100. IF YOU USE ONLY A FREE TRIAL, YOU HAVE PAID US NOTHING AND THE LIMIT IS US$100. THE LIMIT IS A SINGLE AGGREGATE LIMIT FOR ALL CLAIMS, NOT A PER-CLAIM LIMIT. THESE LIMITS APPLY TO ALL THEORIES OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT LIABILITY, AND ARE AN AGREED ALLOCATION OF RISK THAT IS REFLECTED IN THE PRICE OF THE SERVICES. Some jurisdictions do not allow the exclusion or limitation of certain liability, so these limits apply only to the extent the law allows. Nothing in these Terms limits liability for fraud, willful or wanton misconduct, gross negligence to the extent the law does not allow it to be limited, or any other liability that cannot be limited by law, and nothing limits your duty to pay fees that are due. WE ARE NOT LIABLE FOR ANY FAILURE OR DELAY CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING OUTAGES OR CHANGES AT OUR HOSTING, EMAIL, PAYMENT, AI OR OTHER SUPPLIERS, INTERNET OR POWER FAILURES, CYBERATTACKS, LABOR DISPUTES, NATURAL DISASTERS, WAR, TERRORISM, PANDEMIC, OR GOVERNMENT ACTION (“FORCE MAJEURE”), AND THE TIME FOR PERFORMANCE IS EXTENDED FOR AS LONG AS THE EVENT LASTS.
18. Indemnification
You will defend and indemnify us against any third-party claim, and resulting losses and reasonable legal fees, to the extent the claim arises from Your Content, your use of the Services in breach of these Terms, your violation of law or of another party’s rights, what you send or do based on AI output, or a dispute between you and your own customers, contacts or users. We will tell you about the claim promptly, you may control its defense (but may not settle it in a way that admits fault for us or imposes obligations on us without our consent), and we may take part with our own counsel at our own cost. This section does not apply to the extent a claim is caused by us.
19. Governing law and disputes
These Terms are governed by the laws of the State of Minnesota, USA, without regard to conflict-of-law rules. Before filing a claim, each of us agrees to send the other a written description of the dispute and to try in good faith to resolve it for 30 days. After that, any dispute will be brought exclusively in the state or federal courts located in Minnesota, and each of us consents to their jurisdiction and venue; either of us may instead bring a claim in conciliation (small claims) court in Minnesota if it qualifies. TO THE EXTENT THE LAW ALLOWS, CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS PART OF A CLASS OR REPRESENTATIVE ACTION, and any claim you have against us must be filed within one year after it arises, or it is permanently barred, to the extent the law allows. EACH OF US WAIVES ANY RIGHT TO A JURY TRIAL, TO THE EXTENT THE LAW ALLOWS. Either of us may go to court for urgent relief to protect intellectual property or confidential information. If the law of the place where you are located gives you rights that cannot be waived by contract, those rights are not affected.
20. Notices
We send notices about your account, billing and these Terms by email to the workspace owners’ addresses, or in the application, and they count as received when sent. These service messages are part of the Services; you cannot opt out of them while you have an account, and they are separate from any marketing email, which you can always unsubscribe from. Keep owner email addresses up to date. Notices to us must be sent to support@activeq.app.
21. General
These Terms, together with our Privacy Policy and anything presented to you on the payment page when you buy, are the entire agreement between you and us about the Services. If a provision is found unenforceable, it is limited to the minimum extent needed and the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them, including to a successor entity such as a company formed to operate ActiveQ, in which case that entity will take over our rights and obligations and the name above will change. Nothing in these Terms creates a partnership, agency or employment relationship. Terms in a purchase order or other document you send us do not apply.
22. Contact
Questions about these Terms, billing or refunds: support@activeq.app.