Terms of Service

1. ELIGIBILITY

The Services are intended for users aged 13 or older. If you are under the age of majority in your jurisdiction, you must have the permission of, and be directly supervised by, your parent or legal guardian to use the Services. If you are a minor, your parent or guardian must agree to these Terms on your behalf.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or sanctions, and that you are not identified on any U.S. government restricted parties list.

2. OUR SERVICES

The Services provide embedded access control and payment facilitation tools that allow third-party publishers ("Publishers") to monetize digital content ("Publisher Content"). Acta does not create, edit, control, endorse, or guarantee Publisher Content. Publishers are solely responsible for their content, including pricing, legal compliance, consumer disclosures, tax compliance, and user interactions.

Acta is not a party to any transaction between Users and Publishers and disclaims all liability arising from disputes between them, including disputes regarding content quality, availability, pricing, refunds, or legal compliance.

You acknowledge and agree that:

• Acta may modify, update, or discontinue any aspect of the Services at any time without notice;
• Acta does not guarantee uninterrupted access to the Services; and
• Acta is not responsible for third-party platforms, networks, services, payment processors, hosting providers, or other infrastructure integrated with or supporting the Services.

Acta acts solely as an independent technology service provider. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between Acta and any User or Publisher.

Use of certain features of the Services may require registration and acceptance of additional terms.

3. USER ACCOUNTS

To access certain aspects of the Services, you may be required to register for an account. You agree to:

• Provide accurate, current, and complete information during registration and maintain the accuracy of such information;
• Keep your password confidential and not share it with others;
• Be responsible for all activities that occur under your account; and
• Notify Acta immediately of any unauthorized use of your account.

Acta reserves the right to remove, reclaim, suspend, or change usernames in its sole discretion.

4. PAYMENT TERMS

A. Payment Processing

The Services facilitate payment transactions for access to Publisher Content through third-party payment processors, including but not limited to Stripe. By using the Services, you agree to the applicable payment processor's terms and privacy policy.

Acta does not store full payment card information and may change payment processors or vendors without notice.

Acta does not hold, receive, or transmit funds on behalf of Users or Publishers except as facilitated through third-party payment processors. Acta is not a bank, money transmitter, or financial institution and does not provide financial services.

B. Purchases, Refunds, and Chargebacks

All purchases of digital access made through the Services are subject to these Terms and the terms of the applicable Publisher.

Unless otherwise required by applicable law:

• Purchases of digital access are final and non-refundable;
• Refunds, reversals, or credits may be issued by Acta or a Publisher in Acta's sole discretion to address fraud, chargebacks, disputes, abuse, or risk management concerns; and
• Acta or its payment processors may withhold payouts, establish reserves, delay settlement, reverse transactions, or take other actions to manage risk, compliance, fraud, or chargeback exposure.

Acta is not responsible for the fulfillment, accuracy, legality, availability, or quality of Publisher Content. Any disputes regarding Publisher Content must be resolved directly between you and the applicable Publisher.

C. Taxes

Users are responsible for any taxes associated with purchases under applicable law.

D. Digital Access and Content Availability

Access to Publisher Content is contingent on (a) the continued availability of such content through the Services, and (b) the ongoing operation of the Services.

If a Publisher ceases to use the Services, removes Publisher Content, becomes inactive, or if the Services are suspended or discontinued, you may lose access to content previously purchased or unlocked through Acta, and Acta shall have no liability in connection therewith.

All purchases grant you a limited, non-exclusive, non-transferable, revocable license to access the applicable Publisher Content for personal use only. No ownership rights are transferred. Access may be revoked in cases of fraud, abuse, violation of these Terms, payment disputes, or as required by law.

5. INTELLECTUAL PROPERTY

A. Ownership

All rights, title, and interest in and to the Services, including all software, code, data, graphics, interfaces, scripts, workflows, APIs, documentation, trademarks, service marks, and logos (collectively, "Acta IP"), are owned by Acta or its licensors and are protected by intellectual property laws.

B. License

Subject to your compliance with these Terms, Acta grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes.

C. Restrictions

You may not:

• Copy, modify, reverse engineer, disassemble, decompile, or derive source code from the Services;
• Reproduce, distribute, publish, or create derivative works of Acta IP except as expressly permitted;
• Remove or obscure any proprietary notices; or
• Use the Services for commercial redistribution or resale without Acta's prior written consent.

6. USER CONTENT

Certain features of the Services may allow you to submit content or feedback ("User Content"). By submitting User Content, you represent and warrant that:

• You own or control all rights in the User Content;
• The User Content does not violate applicable laws or third-party rights; and
• You grant Acta a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, distribute, and display such User Content in connection with the Services.

Acta has no obligation to monitor, edit, or remove User Content, but may do so at its discretion.

7. PROHIBITED ACTIVITIES

You agree not to:

• Use the Services for unlawful purposes or in violation of these Terms;
• Interfere with security or access control mechanisms of the Services;
• Circumvent, disable, or bypass paywalls or access control mechanisms;
• Use bots, scrapers, crawlers, or other automated means to access or extract content;
• Misrepresent your identity, account, or affiliations;
• Upload viruses, malware, or disruptive code; or
• Collect usernames, email addresses, or other personal information for unsolicited communication.

8. THIRD-PARTY CONTENT

The Services may contain links to third-party websites, applications, and services. Acta does not control such third-party content and is not responsible for its accuracy, legality, or quality. Your use of third-party content is at your own risk.

9. COPYRIGHT POLICY

Acta respects copyright law. If you believe content on the Services infringes your copyright, you may submit a written notice to contact@readwithacta.com including:

• Identification of the copyrighted work claimed to be infringed;
• Identification of the material claimed to be infringing;
• Your contact information; and
• A statement under penalty of perjury that the information is accurate and that you are the owner or authorized agent.

Acta may remove or disable access to allegedly infringing material and terminate repeat infringers.

10. PRIVACY POLICY

Your use of the Services is also governed by Acta's Privacy Policy, which is incorporated herein by reference.

11. TERM AND TERMINATION

These Terms remain in effect while you use the Services. Acta may, in its sole discretion, suspend or terminate your access at any time for any reason. Upon termination, all licenses granted hereunder will immediately cease.

12. MODIFICATIONS AND INTERRUPTIONS

Acta may modify or discontinue the Services at any time without notice. Acta is not liable for any modification, suspension, discontinuance, or interruption.

13. FORCE MAJEURE

Acta shall not be liable for any failure or delay resulting from causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, internet or telecommunications outages, cloud provider failures, payment processor disruptions, labor disputes, governmental actions, war, terrorism, civil unrest, or other force majeure events.

14. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ACTA OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

IN NO EVENT SHALL ACTA'S AGGREGATE LIABILITY EXCEED THE GREATER OF:

(A) ONE HUNDRED U.S. DOLLARS (USD 100); OR

(B) THE TOTAL AMOUNTS PAID BY YOU TO ACTA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Nothing in this section limits liability for gross negligence, willful misconduct, or obligations that cannot be limited under applicable law.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Acta from any claims arising from:

• Your use of the Services;
• Your violation of these Terms;
• Your violation of any third-party rights;
• Fraudulent activity, chargebacks, payment disputes, or tax obligations attributable to you.

17. DISPUTE RESOLUTION

These Terms are governed by the laws of the State of New York.

A. Informal Resolution

The parties shall attempt to resolve disputes informally for thirty (30) days.

B. Arbitration

Disputes shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in New York County, New York. You and Acta waive the right to a jury trial and to participate in a class action.

Either party may bring an individual claim in small claims court if eligible.

18. GENERAL PROVISIONS

These Terms constitute the entire agreement between you and Acta. Acta may assign these Terms without restriction in connection with a merger, acquisition, asset sale, or corporate reorganization. You may not assign your rights without Acta's prior written consent.

If any provision is determined to be invalid or unenforceable, the remaining provisions remain in full force and effect.