Scope of Agreement
Except as specifically provided in these Terms and Conditions (including any applicable Supplemental Terms), any reproduction, distribution, replication, or re-transmission of any information contained on these sites without the prior written consent of AACE is strictly prohibited.
AACE reserves the right to modify the terms of this Agreement at anytime, and will post a notice of such changes. The changes become effective immediately upon posting. If any change to the Agreement is not acceptable to you, then you must stop using the Services. Your continued use of the Services constitutes our acceptance of such changes. If AACE makes any new products or services available, they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that a different set of terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software, or other services.
Further, this agreement covers all information, data, software, music, sound, photographs, graphics, videos, messages, tags, or other materials posted on AACE's website, including third party vendors, or posted on or to AACE Forums or other Virtual Communities (Twitter, LinkedIn, and Facebook.)
AACE Intellectual Property, which excludes the content you have uploaded, posted, or otherwise transmitted via AACE's Forums, is owned by AACE or licensed to AACE by our third party partners. AACE Intellectual Property does include, however, any content developed and/or posted on the AACE Forums that has been created in whole or part by AACE. You have no rights in or to such AACE Intellectual Property and you agree that you will not copy, retansmit, reproduce, publish, create derivative works based upon or otherwise transmit any AACE Intellectual Property, except as specifically permitted under this Agreement.
Ownership and Use of AACE Intellectual Property
AACE Content: As a courtesy to our members and constituents, we have posted to the website certain AACE Content. Unless otherwise specifically set forth on the Website or AACE grants you written permission, you may only use and access, download and copy the AACE Content (and print a single copy) for your personal use, and you agree you will not alter, erase, or otherwise obscure AACE's copyright, proprietary, or other notices on the AACE Content which is not specifically permitted under this Agreement. You acknowledge and agree that the AACE Content is made available for informational and educational purposes only without representation or warranty of any kind and is not a substitute for legal advice or your professional judgement. Your reliance upon AACE Content obtained by you on or through the Services is solely at your own risk. All rights not expressly granted in this Agreement are reserved to AACE.
Permission to Use AACE Content: You may request permission to reproduce all or a portion of AACE Content owned by AACE via the Permissions section of the Website. AACE reserves the sole discretion to determine whether, and upon what terms, AACE Content will be licensed. Depending on the nature and scope of intended use, licensing fees may apply.
The term "AACE Trademarks and Servicesmarks" refers to all trademarks and servicemarks owned by AACE as defined by 15 U.S.C. § 1127.
The AACE Trademarks and Servicemarks appearing on this Website may not be used in any advertising or publicity, or otherwise to indicate AACE's sponsorship or affiliation with any product or service withouth AACE's prior express written permission.
You are prohibited from using AACE Trademarks and Servicemarks or any names, marks, or other materials in a manner that is likely to cause confusion or dilute, or damage the reputation or image of AACE.
You agree that you will not alter any AACE Trademark or Servicemark in any manner to make it appear that AACE is endorsing, sponsoring, hosing, authorizing, or affiliated with you, your company, your local section, or any third party, except as expressly permitted in writing by AACE.
Additionally, you agree to be bound by and follow the AACE Style Guide, the entire contents of which are incorporated herein by reference and made a part of this agreement.
As a courtesy to our members, sections, and constituents, we may provide links to other websites and resources owned and operated by third parties. Because AACE has no control over such websites and resources, you acknowledge and agree that AACE is not responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services, or other materials on or otherwise made available via such websites or resources.
You further acknowledge and agree that AACE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or the reliance on any such content, goods, or services made available on or through any such website or resource.
Linking to AACE. You may obtain permission to link to the AACE Website by agreeing to adhere to the terms of the Logo & Linking Agreement
In conjunction with your use of the use of the Services, you may have access to and the use of the AACE Forums (discussions groups) or other Virtual Communities (Twitter, LinkedIn, or Facebook). If you participate in or use the AACE Forums or Virtual Communities, you are responsible for the content you upload, post, link to, or otherwise transmit and the consequences thereof.
AACE Forums & Virtual Communities
If you choose to transmit any content, you agree that you own or have a license to post the content to the Website and do so solely for lawful purposed and in compliance with all applicable laws. You expressly agree that AACE has no responsibility for or control over the content you may transmit via the AACE Forums and Virtual Communities. Additionally, AACE does not represent, warrant, or guarantee the truthfulness, accuracy, quality, or reliability of any of the content posted, displayed, linked to, or otherwise transmitted via the AACE Forums and Virtual Communities. AACE does not endorse any opinions expressed in or through the AACE Forums and Virtual Communities. You agree that you must evaluate, and bear all risks associated with, the use of any content including the reliance on the accuracy, completeness, or usefulness of such content.
Although AACE does not actively monitor, regulate, or pre-screen your use of the AACE Forums and Virtual Communities, we reserve the unconditional right, but not the obligation, to remove or move and content we consider in our sole discretion to be harmful, offensive, disruptive, in violation of law, regulation or any agreement, including without limitation, which is or may be in violation with this Agreement. We have no liability or responsibility to you or any other persons or entity for performance or nonperformance of such monitoring activities.
Additionally, you agree to:
- Not post, email, upload, transmit, or otherwise make available any content that is internal, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
- Not impersonate any other person or entity.
- Not post, email, upload, transmit, or otherwise make available any content that harms others, including minors, in any way.
- Not forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the website.
- Not post, email, upload, transmit, or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relations or under nondisclosure agreements).
- Not post email, upload, transmit, or otherwise make available any content that infringes the intellectual property rights of any party.
- Not post, email, upload, transmit, or otherwise make available any content compromising any unsolicited or unauthorized advertising promotional materials, "junk mail", "spam", or any other form of commercial solicitation.
- Not post, email, upload, transmit, or otherwise make available any content comprising any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
- Not disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in exchanges.
- Not interfere with or disrupt the Website, servers, or networks connected to the Website or disobey any requirements, procedures, policies, or regulations of networks connected to the Website.
- Not intentionally or unintentionally violate any applicable local, state, national, or international laws.
- Not provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.
- Not "stalk" or otherwise harass any person or persons.
- Not collect or store personal data about other users.
- Not advertise or solicit anyone to buy or sell products or to make donations of any kind absent prior written approval from AACE as set forth in more detail below.
- Not to make any negative or disparaging references to AACE, its services, or its members or otherwise compare AACE, its services, or its members unfavorably to others.
License to AACE: You hereby grant to AACE a non-exclusive, worldwide, royalty-free, irrevocable perpetual license, including the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any content you submit via the AACE Forums and Virtual Communities by all means and in any media now known or hereafter developed, solely for the purposes for which such content was submitted. AACE will not use this content for any purpose other than the purpose(s) for which it was submitted unless you agree to such use. You retain ownership of the content you submit and AACE does not obtain ownership in or to such content (or in the case of third-party owned content submitted by you with the owner's permission, the third party retains ownership.)
Use of Content Posted by Other Users: Copyright in the content posted, with the exception of collaborative content, shall remain with the User or third party who has posted or consented to posting the content to the Website. You have no rights in or to such content posted by others and you agree you will not copy, reproduce, publish, create derivative works based upon, or otherwise retransmit any content without the express written permission of the owner of such content.
Collaborative content posted by Users for the purposes of collaboration may be modified, reproduced, distributed, transmitted, or otherwise used by other Users and is not subject to the limitations on user content listed above. Such collaborative content shall be considered in the public domain and freely available to be used, distributed, or modified by the other Users on the Website. For the purposed of distinguishing User content from collaborative content, any collaborative content shall include working on AACE technical products and services like the Recommended Practices.
Compliance with the CAN-SPAM Act
You agree to abide by the CAN-SPAM Act (15 U.S.C. §§7701-13) when utilizing the Website and contacting other users by email. You may not use the Website, including, but not limited to the Membership Directory, AACE Forums, or Virtual Communities to bombard individuals or groups with uninvited commercial email, sexually explicit commercial email, or engage in other activities in violation of the CAN-SPAM Act such as, but not limited to:
- Harvesting email addresses from the Website;
- Falsifying or using misleading header information; or
- Using deceptive subject lines.
You may not promote AACE's products or services through uninvited commercial emails without the express written consent of AACE.
AACE will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages of any kind resulting from Users' failure to adhere to the CAN-SPAM Act or any other applicable laws. The User agrees to indemnify, defend, and hold harmless AACE, its affiliates, officers, directors, employees, consultants, and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys' fees) arising from the User's activities in violation of the CAN-SPAM Act or any other applicable laws.
Copyright Compliance and Complaints
AACE respects the intellectual property rights of others. AACE may, under appropriate circumstances and at its discretion, disable and/or terminate access to or use of the Service for those users who may be infringing the intellectual property rights of others.
You agreement to abide by the terms of the Digital Millennium Copyright Act and refrain from the following:
- Circumventing AACE's access control measures to copyrighted works;
- Posting or otherwise offering circumvention technology through AACE's website or other services;
- Posting links or references to an online location that contains circumvention technology; or
- Engaging in other activities in violation with the Digital Millennium Copyright Act.
AACE has the right to terminate the membership of any User found in violation of the Digital Millennium Copyright Act or other provisions of the copyright laws.
In compliance with the Digital Millennium Copyright Act's notice-and-take-down provision, AACE's policy for removing infringing content and terminating Users who are repeat offenders is as follows:
A copyright owner who believes his/her work has been used on the Website in any manner that constitutes copyright infringement must notify AACE by written notice
. The notice must include the following information: the owner's full contact information; a description and a copy of the work that is allegedly being infringed or a website where the work may be found; identification of the location of the infringing material on the Website; a statement that the owner has a good faith belief that the use of the copyrighted material was not authorized by the owner and/or an authorized agent; and a statement, under penalty of perjury, that the information in the notification is accurate and made by the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.
Upon receiving the proper notification, AACE will remove, or disable access to, the allegedly infringed material from the Website.
By registering for and using this Website, you represent and warrant that you are of legal age to form in a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. You also agree to provide true, accurate, current, and complete information about yourself as prompted by the relevant portions of the Website and that you will maintain and promptly update your user profile to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if AACE has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, then AACE has the right to suspend or terminate your access to the Website and refuse any and all current or future use of the Website or any portion thereof.
Registered User Account, Password, and Security
You are solely responsible for maintaining the strict confidentiality of your User IDs and passwords and for any charges, damages, liabilities, or losses incurred or suffered as a result of your failure to do so.
AACE is not liable for any harm caused by or related to the theft of your User IDs/passwords, your disclosure of your User IDs/password, or your authorization to allow another person to access and use the Services using your User IDs/passwords. You agree to immediately notify AACE if you become aware of any unauthorized use of your User IDs/passwords or other need to deactivate a User ID/password due to security concerns.
You agree to defend, indemnify, and hold harmless AACE, its officers, directors, employees, membership, and affiliates from and against any claims, actions or demands, including without limitation reasonable legal, expert, and accounting fees resulting from your breach of the Terms and Conditions, including without limitation any supplemental terms and conditions to AACE's Website. AACE shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.
No settlement which may adversely affect our rights or obligations shall be made without prior written approval.
AACE reserves the right to terminate, block or restrict your access to or use of the Site for any breach or violation of any term(s) of this Agreement. In such event, we may terminate this Agreement, restrict, suspend or terminate your access to and use of the Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use or access the Services. Termination is your sole right and exclusive remedy if you are not satisfied with the Services. Upon the effective date of any such termination, your right to access and use the Services shall cease immediately.
Right to Terminate and/or Block Access
This Agreement shall be governed in accordance with the laws of the State of West Virginia.
Governing Law, Jurisdiction, and Disputes
All disputes under this Agreement shall be resolved by litigation in the federal or state courts of the Commonwealth of Pennsylvania including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
This Agreement is personal to you, and you may not assign this Agreement or the rights and obligations hereunder to any third party.