Terms of Service
Effective as of May 1, 2014
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (referenced herein as “you” or “user,” or with “your”) AND THE AMERICAN COUNCIL OF ENGINEERING COMPANIES (“ACEC”) THAT APPLIES EACH TIME YOU ACCESS OR USE THE WEBSITE PROVIDED BY ACEC LOCATED AT WWW.ACEC.ORG (“Site”). THEREFORE, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (“TOS”) BECAUSE THEY GOVERN YOUR ACCESS TO AND USE OF THE INFORMATION, SERVICES, SOFTWARE FUNCTIONALITY, AND/OR MATERIALS (“SERVICES AND MATERIALS”) PROVIDED BY ACEC ON OR THROUGH THE SITE. ACEC IS WILLING TO LICENSE THE USE OF THE SITE AND THE RELATED SERVICES AND MATERIALS TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THE ENTIRETY OF THIS TOS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR USE THIS SITE AND/OR THE SERVICES AND MATERIALS, AND YOU ARE HEREBY INSTRUCTED TO EXIT THIS SITE IMMEDIATELY.
TERMS AND CONDITIONS
- LICENSE GRANT. Subject to your continued strict compliance with the terms and conditions of this TOS, ACEC provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferable license to use the Site. You may download and print materials and information from the Site solely for your personal use, provided that you do not remove from any such hard copies any copyright and/or other applicable intellectual property notices. Notwithstanding the foregoing license grant, you hereby acknowledge and agree that (i) the content layout, formatting, and features of and access privileges for the Site shall be determined by ACEC in its sole and absolute discretion; (ii) ACEC has the right to control and direct the means, manner, and method by which the Site is provided; (iii) ACEC may, from time to time, engage independent contractors, consultants, or subcontractors to aid ACEC in providing the Site or use thereof; and (iv) ACEC has the right to provide the Site to others. In addition, you hereby acknowledge and agree that this TOS provides you with only a limited license to access and use the Site. Accordingly, you hereby acknowledge and agree that ACEC transfers no ownership or intellectual property interest or title in and to the Site to you or anyone else under this TOS. ACEC hereby reserves any and all intellectual property rights not otherwise expressly granted in this TOS.
- RESTRICTIONS. Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein, the Site. Specifically, and by way of illustration and not limitation, you may not separate and use any graphics, interfaces, photographs, audio, video, sounds, artwork, designs, computer code (including html code), programs, software, and documentation found on or accessible through the Site. Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or any other device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site or in any way reproduce or circumvent the navigational structure or presentation of the Site in order to obtain or attempt to obtain any materials, pictures, documents, or any other information through any means not purposely made available through the Site, (ii) attempt to gain unauthorized access to (a) any portion or feature of the Site, (b) any other systems or networks connected to the Site, (c) any ACEC server, or (d) to any of the services offered on or through the Site, by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site, (iv) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or ACEC’s systems or networks or any systems or networks connected to the Site, (vi) use any device, software, or routine to interfere with the proper working of the Site or any transaction conducted on the Site, or with any other person’s use of the Site, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to ACEC on or through the Site, (viii) use the Site to harvest or collect e-mail addresses or other contact information; or (ix) use the Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact ACEC. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DOWNLOADING, COPYING OR REPRODUCING ANY MATERIALS PROVIDED BY ACEC TO ANY OTHER SERVER, HARD DRIVE OR LOCATION FOR THE PURPOSE OF REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
- USER OBLIGATIONS. By installing, accessing, or using this Site you hereby represent that you are of the legal age to execute a legally enforceable contract under the laws of the state and/or country in which you reside and will, at all times, provide true, accurate, current, and complete information when submitting information to this Site, including, without limitation, when you provide any information to ACEC via an email or any registration or submission form found on the Site. If you provide any false, inaccurate, untrue, or incomplete information, ACEC reserves the right to in its sole discretion immediately and without notice terminate your access to and use of this Site and/or cancel any of your pending product purchases or registrations with ACEC. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of this Site. You also acknowledge and agree that use of the Internet and this Site are solely at your own risk. While ACEC has endeavored to create a secure and reliable Site, the confidentiality of any communication or material transmitted to/from the Site over the Internet or any other form of global communication network cannot be guaranteed. Accordingly, ACEC is not to any degree responsible or liable for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. You must make your own determination as to these issues.
- USER NAME HANDLING POLICY. Registration as a user for access to certain areas of the Site may require both a user name and a password or adherence to other particular access requirements as designated by ACEC in its sole and absolute discretion. Only one user can use one user name and password and, thus, one account. By limiting access in this fashion, it helps avoid unauthorized usage by other persons, institutions, or entities because anyone with knowledge of both your user name and password can gain entry to the restricted portions of the Site and to your account. Accordingly, by using the Site, you agree to consider your user name and password as confidential information and to keep your user name and password strictly confidential. You also agree not to use another user’s user name and password. You will immediately notify ACEC if you suspect or become aware of any loss or theft of your password or any unauthorized use of your user name and password. ACEC cannot and will not be liable to any degree for any loss or damage arising from your failure to comply with these obligations. ACEC reserves the right to delete or change a user name or password at any time and for any reason in its sole and absolute discretion. Notwithstanding the foregoing, nothing herein shall convey to you any further rights in your account or its information and any and all such content or information shall be subject to this TOS.
- ON-LINE-PURCHASES; SPECIFIC PROGRAMS; OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions (including, without limitation, payment terms) may apply to the purchase of certain products and/or resources, participation in certain events or programs, and/or to specific portions or features of the Site, all of which are made a part of this TOS by this reference. You agree to abide by such other notices, terms, and conditions, including where applicable representing that you are of sufficient legal age to acquire a product and/or use or participate in any event or program, service, or feature. If there is a conflict between this TOS and the terms posted for or applicable to a specific portion of the Site, including any areas to enable the on-line purchase of items or for any program, event or service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site. ACEC’s obligations, if any, with respect to its services, events, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such terms, conditions, notices, and agreements.
- POSTINGS. The Site, and/or any social media page controlled by ACEC that is accessible directly through the Site (each, an “ACEC Social Media Page”), may contain blogs, message boards, comment areas and other interactive features and functionality where users may post certain information and content (collectively, “Community”). To the extent the Site and/or any ACEC Social Media Page contains any such Community, you hereby acknowledge and agree that when using the Site and/or any ACEC Social Media Page, you will not upload, post, display, or transmit any of the following materials on any Forum:
- anything that interferes with or disrupts the operation of the Site and/or ACEC Social Media Page,
- statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
- unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
- statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
- statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
- statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of ACEC,
- statements or material that misrepresents your affiliation with any entity and/or ACEC,
- statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials, and
- statements or material that are “off-topic” for a designated Community.
- PERMISSION TO USE POSTINGS. You acknowledge and agree that you have no proprietary interest in any Community or its contents. Moreover, by submitting content or information of any type (a “Posting”) to a Community or by otherwise using the Site and/or a ACEC Social Media Page to transmit or display a Posting, you automatically grant ACEC a royalty-free, perpetual, irrevocable, non-exclusive, transferable and sublicensable right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You hereby represent that you have all necessary rights to make the Posting available to ACEC and a Forum, and you also acknowledge and agree that such Postings are non-confidential for all purposes and that ACEC has no control over the extent to which any idea or information within a Posting may be used by any party or person once such content is posted or displayed on the Site and/or a ACEC Social Media Page. Accordingly, notwithstanding this right and license, you hereby acknowledge and agree that by merely permitting your information, content, and materials to appear on the Site and/or a ACEC Social Media Page, ACEC has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, ACEC assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information. All users shall remain solely and exclusively responsible for any liability arising from their own Postings.
- PROPRIETARY RIGHTS. All text, graphics, user interfaces, visual interfaces, photographs, audio, video, sounds, images, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Site, unless otherwise expressly indicated in writing, are owned, controlled, and licensed exclusively by ACEC and/or its suppliers and are protected by United States and foreign laws including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided in this TOS, ACEC does not grant any express or implied intellectual property or proprietary right to you or any other person. Accordingly, your unauthorized use of this Site may violate intellectual property or other proprietary rights laws of the United States and/or a foreign nation, as well as other laws, regulations, and statutes. The www.acec.org Web site is Copyright © 2014 American Council of Engineering Companies and/or its licensors. All rights reserved. ACEC also owns a copyright in the contents of the Site as a collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Site. Any downloadable or printable programs, information, or materials available through this Site and all intellectual property and/or proprietary rights related thereto, unless otherwise expressly indicated in writing, are owned exclusively by ACEC and/or its suppliers. American Council of Engineering Companies, ACEC, the ACEC logo, and all other names, logos, marks, and icons identifying ACEC, its affiliates and/or subsidiaries, and any of their events, programs, products, and/or services are owned exclusively by ACEC, and any use of such marks without the prior express written permission of ACEC is hereby strictly prohibited. Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.
- ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986. ACEC reserves the unqualified right to view, monitor, and record activity on the Site without any notice to or permission from you. Any information obtained by monitoring, reviewing, or recording your use of the Site is subject to review by law enforcement organizations in the sole and absolute discretion of ACEC. ACEC will also comply with all legally binding requests for such information including, without limitation, the provision of information pursuant to a court order. In addition to the foregoing, and in its sole and absolute discretion, ACEC reserves the right, to at any time and without advance notice, modify, suspend, terminate, or temporarily interrupt operation of or access to the Site or any portion thereof.
- SUBMISSIONS. ACEC welcomes your feedback and suggestions about how to improve the Site and/or the events, programs, products and/or services of ACEC. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to ACEC, you represent and warrant that such feedback does not infringe, misappropriate, and/or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey such feedback to ACEC. In addition, any feedback received through this Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, sublicensable, non-exclusive right and license for ACEC to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby expressly waive any claim to the contrary.
- THIRD PARTY PRODUCTS / SERVICES. ACEC, in its sole and absolute discretion, may post the advertisements of third parties on this Site and/or feature materials, programs, events, products, and services provided by third parties. ACEC makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third party materials, programs, events, products, and services or any other materials, programs, events, products, and services which you may access through such third party materials, products, and services. Your correspondence or any other dealings with third parties found on this Site are solely between you and such third party. ACEC expressly disclaims responsibility and liability for all third party provided materials, programs, events, products, and services contained on or accessed through the Site, and you agree that ACEC shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties’ materials, products, and/or services on this Site.
- LINKS TO OTHER SITES. ACEC may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating related information, products, and services. These other sites have not necessarily been reviewed by ACEC and may be maintained by third parties over which ACEC exercises no control. Accordingly, ACEC expressly disclaims any responsibility for the content, materials, accuracy of information, and/or quality of the products or services provided by, available through, or advertised on these third party web sites. Moreover, these links do not imply an endorsement with respect to any third party or any web site or the products or services provided by any third party.
- LINKS TO THIS SITE. As a general policy, ACEC encourages and permits text links to this Site. However, ACEC is an organization committed to the highest ethics and standards. Therefore, any links to this Site should not suggest that ACEC promotes or otherwise endorses any third party products, services, events, programs, causes, campaigns, website, or information unless ACEC has provided express prior written consent for such promotion or endorsement. ACEC reserves the right at any time to withdraw permission from any party to link to this Site.
- DISCLAIMER. THE SERVICES AND MATERIALS AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. ACEC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR THE RESULTS OF THE USE OF ANY INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY AUDIO, VISUAL, OR VIDEO CONTENT POSTED, MADE AVAILABLE THROUGH, OR ACCESSIBLE ON THE SITE. MOREOVER, ACEC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE SERVICES AND MATERIALS AVAILABLE ON THE SITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ACEC MAY IN ITS SOLE AND ABSOLUTE DISCRETION AND WITHOUT ADVANCE NOTICE MAKE MODIFICATIONS AND/OR CHANGES TO THE SITE AND/OR THE SERVICES AND MATERIALS AVAILABLE ON THE SITE AT ANY TIME. YOU ASSUME THE SOLE RISK OF USING AND/OR RELYING ON THE SERVICES AND MATERIALS AVAILABLE ON THE SITE.
- LIMITATION OF LIABILITY. You expressly absolve and release ACEC from any claim of harm resulting from a cause beyond ACEC’s reasonable control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL ACEC BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR THE SERVICES AND MATERIALS AVAILABLE THROUGH THE SITE, OR OTHERWISE ARISING OUT OF UTILIZATION OF THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ACEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABLITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF ACEC FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SITE, ACEC’S SERVICES AND MATERIALS, AND/OR ANY PROGRAM OR EVENT MADE AVAILABLE THROUGH THE SITE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ACEC DURING THE PAST SIX MONTHS IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE.
- INDEMNITY. You agree to defend, indemnify, and hold harmless ACEC and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from any breach by you of this TOS.
- 18. GOVERNING LAW. This TOS has been made in and will be construed and enforced in accordance with the laws of the District of Columbia without regard to its principles of conflicts of laws. Any action by you relating to this TOS, or to ACEC’s services, materials, events and/or products accessed or purchased through this Site, shall be brought only in the federal or state courts presiding in the District of Columbia, U.S.A., and all parties to this TOS expressly agree to be subject to the exclusive jurisdiction of such courts. A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS or ACEC’s services, materials, events and/or products accessed or purchased through this Site, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The Site is controlled and operated by ACEC from its offices and facilities within the United States. ACEC makes no representation that the Site is appropriate or available for use in other locations, and access to the Site from territories or nations where any aspect of the Site is illegal is hereby expressly prohibited. You access the Site solely on your own volition and are responsible for compliance with all applicable local laws.
- TERM AND TERMINATION. This TOS will take effect (or shall re-take effect) at the time you submit information through this Site, respond to a request for information, and/or begin installing, accessing, or using the Site, whichever is earliest. ACEC reserves the right at any time and without notice to deny you access to the Site or to any portion thereof and to terminate your rights under this TOS, in its sole and absolute discretion. Your rights under this TOS will terminate automatically if you fail to comply with this TOS, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. Upon termination, you must promptly destroy all copies of any aspect of the Site in your possession. The provisions concerning permission to use postings, proprietary and intellectual property rights, submissions, indemnity, disclaimers of warranty and liability, admissibility of this TOS, and governing law will survive the termination of this TOS for any reason.
- WAIVER & SEVERABILITY. Failure to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver of any subsequent default or failure of performance. No waiver by ACEC of any right under this TOS will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOS is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision drafted and provided by ACEC in its sole and absolute discretion that most clearly matches the intent of the original provision and the remainder of this TOS shall continue in effect.
- CONTACT INFORMATION. If you have questions regarding this Site or if you are interested in obtaining more information concerning ACEC and its products or services or permission to use any ACEC’s content, please contact ACEC at (202) 347-7474 (phone), (202) 898-0068 (facsimile), or firstname.lastname@example.org (email).