Legal Terms and Conditions for AECInspire
Terms and Conditions
BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM AECINSPIRE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING AECINSPIRE IMMEDIATELY.
These Terms and Conditions (“Terms”) govern your use of and access to the services offered at AECInspire.com and any other website on which these Terms appear, and any software, mobile application, products, features, add-ons, or other services offered by AECInspire, including services offered by third-parties which integrates AECInspire (collectively “AECInspire”). If you have purchased a license to AECInspire, then these Terms shall apply only to the extent not already governed by your License Agreement (“License Agreement”). You agree to these Terms on behalf of the company or other legal entity for which you are acting in any capacity, including but not limited to as an employee or contractor, or, if there is no company or legal entity, on your own behalf as an individual. You represent and warrant that you have the right and authority to act on behalf of and bind such legal entity and yourself.
- 1.) Updates and Communications
We may revise these Terms or any additional terms and conditions that are relevant to AECInspire from time to time to reflect changes in law or AECInspire.
PLEASE REVIEW THESE TERMS ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE AECINSPIRE AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.
You agree that we shall not be liable to you or to any third party for any modification of the Terms.
- 2.) Usage
Your use of AECInspire will be provided to you for the duration of your License Agreement, or if you have been invited to access AECInspire through a third-party that has independently purchased a license to AECInspire (a “Third-Party Licensee”), then the duration of the Third-Party Licensee’s License Agreement. You may only use and access AECInspire (i) in accordance with your License Agreement or the Third-Party Licensee’s License Agreement, and (ii) for your internal business purposes. In the event that your usage of AECInspire exceeds the usage restrictions established in your License Agreement or the Third-Party Licensee’s License Agreement, you will be responsible for additional fees as determined by your License Agreement.
Unauthorized usage of AECInspire is prohibited. You may not:
- Sublicense, distribute, transmit, sell, lease, rent, loan or otherwise make available AECInspire or any portion thereof to a third-party.
- Copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative work of AECInspire or any services or ancillary software, or any part thereof
- Create a false identity, misrepresent your identity, create an account for anyone other than yourself, or use or attempt to use another’s account.
- Post, transmit, or store any material that is abusive, harassing, tortious, defamatory, derogatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
- Damage, interfere, disable, or impair the operations of, or place an unreasonable load on AECInspire.
- Collect content or information from AECInspire using automated means, including the collection of data for the purposes of training of a neural network or machine learning, deep learning or artificial intelligence system or software.
- 3.) Access Rights
Your access and use of AECInspire is contingent upon (among other things) (i) your timely payment of all applicable amounts, including taxes and other fees, with respect to your License Agreement; or (ii) if you were invited to access AECInspire by a Third-Party Licensee, the Third-Party Licensee’s payment of all applicable amounts, including taxes and other fees, with respect to the Third-Party Licensee’s License Agreement.
You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; and (b) you are not and will not when using AECInspire be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Export Control Laws. You acknowledge that you are not permitted to use AECInspire if you cannot make these representations.
If we have previously prohibited you from using and accessing AECInspire, you are not permitted to do so without or express written consent.
- 4.) Your Account
To access and use AECInspire, you may need an account. You are responsible for anyone who obtains access or uses AECInspire through your account, and you are responsible for ensuring that such authorized users (“Authorized Users”) are in compliance with these Terms. You are responsible for the security of your account and all activity associated with your account.
You agree to ensure that all of your account information, including any information supplied by other Authorized Users, is and continues to be true and complete.
- 5.) Intellectual Property
AECInspire and all derivatives of AECInspire, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain our sole and exclusive property. You will not disclose any information relating to AECInspire’s intellectual property to third-parties, or use such intellectual property other than as required for your ordinary business purposes.
You may not, and you agree not to enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative work of AECInspire or any services or ancillary software, or any part thereof.
You will not remove any copyright, trademark, confidentiality or other proprietary rights notices from AECInspire, documentation, related materials, or any derivative thereof.
- 6.) Ownership of Your Work
You will retain ownership rights to any content (including files, data, designs, models, data sets, project information, documents, libraries, applications and other information) that you create and submit or upload to AECInspire (your “Content”).
- 7.) Use of Your Content
To the extent that your Content contains non-public or confidential information, you hereby grant us the right and license to access, host, display, process, analyze, transmit, reproduce and otherwise utilize such Content solely for the purposes of using and improving AECInspire (including maintaining, securing, updating or otherwise modifying AECInspire). We will not use your non-public Content for any other purpose, except (i) with your consent; or (ii) in connection with legal obligations, enforcement, investigations or proceedings.
To the extent that your Content contains public information, you hereby grant us a worldwide, perpetual, non-revocable, royalty free, non-exclusive, assignable, sub-licensable, right to use such public Content for any lawful purpose without any further consent notice or compensation to you or others. We will own any derivative works made with such public Content.
- 8.) Third-Party Services
AECInspire may display, include, or make available third-party content or offerings (including files, data, designs, models, data sets, project information, documents, libraries, applications and other information) (collectively “Third-Party Offerings”).
You acknowledge and agree that we are not be responsible for, endorse, or make any warranties regarding any Third-party Offerings, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-party Services.
You may utilize the features on AECInspire to obtain quotes for Third-Party Offerings, in which case you consent to us share your Content to such third-party providers (our “MAP Network”). We do not monitor what the providers in our MAP Network will do with your Content, and will have no responsibility or liability for the actions of such providers.
If you ultimately place an order to purchase any products or services from our MAP Network, we may become privy to the terms of your order, regardless of whether such order was placed through AECInspire or directly with the Third-Party provider.
- 9.) Export Control and Compliance With Laws
You agree to comply with the export laws and regulations of the United States and any other country with jurisdiction over your use of AECInspire or any derivative products or services. You warrant that your use of AECInspire shall at all times comply with all applicable federal, state, and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this contract, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, nondiscrimination, and licensing laws and regulations.
- 10.) Modification of Services
We may from time to time provide enhancements or improvements to the features/functionality of AECInspire, which may include patches, bug fixes, updates, upgrades and other modifications.
Updates may modify or delete certain features and/or functionalities of AECInspire. You agree that we have no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of AECInspire to you. You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of AECInspire, and (ii) subject to these Terms.
- 11.) Termination
These Terms all remain in effect unless terminated in accordance with this section.
You may terminate these Terms if we are in material breach of these Terms and fail to cure such breach within 30 days after receiving written notice of the breach.
We may terminate your use of AECInspire and/or your account if (i) you have not paid the amounts due under your License Agreement; (ii) the Third-Party Licensee who provided you with access to AECInspire has not paid the amounts due under the Third-Party Licensee’s License Agreement; (iii) you are in material breach of these terms and fail to cure such breach within 30 days after written notice of the breach; or (iv) you become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting your creditors (including an assignment for benefit of creditors) or commence a process of liquidation.
- 12.) Effects of Termination
Upon expiration or termination of these Terms, you right to access and use AECInspire shall cease and you will stop all access and use of AECInspire. We may, as a convenience to you, provide you with a brief 30-day period to retrieve your content after the expiration or termination of these Terms, so long as you are in compliance with the terms and have paid all amounts owed under your License Agreement. Otherwise, we may delete, without notice, any or all of your content, including any backups or copies thereof.
Termination of these terms shall not limit any of our rights or remedies at law, or in equity, in the event of a breach of these Terms by you.
- 13.) Survival of Terms
Upon termination of these Terms sections 5, 6, 14, 15, 16, 17, and 21 will survive termination for any reason.
- 14.) Indemnification
You agree to indemnify and hold AECInspire and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of AECInspire; (b) violation of these Terms or any law or regulation; or (c) violation of any right of a third party.
- 15.) Warranties
WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF AECINSPIRE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
WE DO NOT REPRESENT OR WARRANT THAT AECINSPIRE WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT AECINSPIRE WILL ALWAYS BE ACCESSIBLE. WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT OR INFORMATION AVAILABLE ON OR THROUGH AECINSPIRE WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE.
- 16.) Limitation of Liability
We will not have any liability for any incidental, special, indirect, consequential or punitive damages; loss of profits or revenue; business interruption or loss of use; cost of procurement of substitute goods or services or other cover; failure or defects in any work product produced by you or any Third-Party Licensee using AECInspire; loss, corruption, or deletion (or failure to delete) data or any content that you upload to AECInspire; or damages resulting from Force Majeure event (as defined below), even if we have been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
- 17.) Force Majeure
Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.
- 18.) Severability and Waiver
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
- 19.) Entire Agreement.
These Terms, your License Agreement, and any exhibits and schedules thereto constitute the entire agreement with respect to your access to and use of AECInspire. If there is a conflict between these Terms and your License Agreement or the exhibits or schedules to your License Agreement, then the License Agreement and any exhibits and schedules thereto shall prevail.
- 20.) Governing Law; Consent to Jurisdiction
These Terms and your use of AECInspire shall be governed by and construed in accordance with the laws of the state of California. You hereby irrevocably consent to the jurisdiction of the courts of the State of California, county of Alameda, for all purposes in connection with any action or proceedings which arise out of or relate to these Terms or your use of AECInspire, and agree that any action instituted pursuant to these Terms shall be brought only in the state courts located in Alameda county, California, or the federal courts in the Northern District of California, as the case may be.
- 21.) Assignment
You may not assign or otherwise transfer these Terms or your rights or obligations under these Terms (whether by operation of law or otherwise) without our prior written consent, and we may terminate these Terms (including your rights under these Terms) if you are acquired by, or come to be controlled by, any other person or entity (whether by acquisition of shares, merger, or other transaction) without such written consent. We may assign or otherwise transfer these Terms (without your consent or notice to you) as part of a reorganization, merger, sale of assets or other transaction that involves all or a portion of AECInspire.
- 22.) Notices
All notices, requests, demands and other communications given or made to us pursuant to these Terms must be sent to us in writing by mail to 39899 Balentine Dr., Ste 200, Newark, CA 94560. Such notice shall be deemed effective when received.
We will send all notices to you by email to the registered email address associated with your account, by posting to your account, by posting on AECInspire, by mail to the address associated to your account, or by any other means we deem reasonable that involves specific notification to you. In the case of notices by email, the notice shall be effective one day after being sent. In the case of other notices, the notice shall be effective five days after being posted or sent. You hereby agree to service of process being effected on You by registered mail sent to the address set forth on Your License Agreement (or, if no License Agreement has been provided, Your last address known) if so permitted by applicable law.