Read & Accept Subscriber License Agreement
Before you can create your AC/C TECH account and enter the Online Training areas of the AC/C TECH site, please read and accept the below agreement to abide by the copyright rules regarding the information you find within this site. If you choose not to accept the agreement, you will return to the AC/C TECH home page.
This License Agreement is made between AC/C TECH, Inc. ("Owner") and You, ("Subscriber"). Acceptance of this Agreement by the parties shall entitle the Subscriber to use the Services, subject to the terms and conditions stated herein.
NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE BUTTON MARKED "I ACCEPT" AND/OR USING ALL OR ANY PORTION OF THE SERVICES OR ACCESSING ANY MATERIAL IN WHOLE OR IN PART, SUBSCRIBER ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE LIMITATIONS ON USE CONTAINED IN SECTION 2; TERM AND TERMINATION IN SECTION 3; FEES AND PAYMENT SECTION 4; CONFIDENTIALITY AND INTELLECTUAL PROPERTY IN SECTION 5; DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITIES IN SECTION 6; AND SPECIFIC EXCEPTIONS IN SECTION 7. THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY SUBSCRIBER. IF SUBSCRIBER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES. IF SUBSCRIBER ACQUIRES ANY PORTION OR ALL OF THE SERVICES ON TANGIBLE MEDIA (e.g. CD) OR OTHERWISE, WITHOUT AN OPPORTUNITY TO REVIEW THIS AGREEMENT AND SUBSCRIBER DOES NOT ACCEPT THIS AGREEMENT, SUBSCRIBER MAY OBTAIN A REFUND OF THE AMOUNT SUBSCRIBER ORIGINALLY PAID IF SUBSCRIBER: (A) DOES NOT USE THE SERVICES AND (B) RETURNS IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE.
1.1 "Subscriber" shall include the party executing this Agreement; those corporations or other organizations that are wholly-owned by the Subscriber, or which are specifically identified as such and are controlled by, controlling or under common control with Subscriber. The terms "controlling", "controlled by" or "control" shall mean (i) the direct or indirect ownership of at least a majority of the voting securities of any corporation or organization, or (ii) the power to direct or cause the direction of the management or policies of such corporation or organization through the ownership of securities or interests, by contract or otherwise; and the current employees of Subscriber.
1.2 "Information" means all materials, data, and other information collected, summarized, produced, licensed, owned and/or delivered by Owner to Subscriber as part of the Service by any means and in any format.
1.3 "Personal Information" means any information provided to or collected by Owner which relates to or otherwise identifies Subscriber including, without limitation, names, telephone numbers, e-mail address and addresses, and any information collected during any subscription or registration process or contained within correspondence Subscriber such as e-mails or letters.
1.4 "Service" means access to and use of Owner's proprietary on-line computer databases containing the Information.
1.5 "Order Form" shall mean any agreement, invoice, purchase order, or subscription confirmation detailing the terms of Subscriber's subscription.
LICENSE TO USE SERVICE
2.1 Subject to the terms and conditions provided in this Agreement, Owner grants to Subscriber a non-exclusive, non-transferable, non-sublicensable, limited license to access Owner's password protected on-line Services for internal purposes except as provided in section 2.2.
2.2 Except as expressly permitted in this Agreement or unless otherwise authorized in writing by Owner:
(a) Subscriber shall not use the Services or Information for commercial purposes, including, but not limited to, the sale of the Services or Information or bulk reproduction or distribution thereof in any form. Any routine or systematic distribution of any portion of the Services or Information is strictly prohibited. The rights granted here are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in its entirety any portion of the Services or Information. No part of the Services or Information shall be duplicated in any medium or format beyond the express terms of this Agreement. Any use not authorized by the Agreement is prohibited and is not a fair use under the U.S. copyright law.
(b) Subscriber shall not and shall not permit others to: reproduce, create derivative works from, perform, publish, transmit, distribute, lease, rent, assign, transfer, sell, offer to sell, or otherwise access, use, or exploit any material retrieved from or contained in the Services or Information in any manner whatsoever that may infringe any copyright or proprietary interest of Owner; store any content from the Services or Information in any information storage and retrieval system; or alter, translate, modify, or adapt the Services or Information to create derivative works; make use of "framing" or other means of redirecting content; copy and redistribute (internally or externally) any of the Information or Services or any tables of contents, highlights, indexes, or other finding aids included therein.
(c) Subscriber shall not place or install any portion of the Services or Information on any electronic media, including, but not limited to, local or wide area networks, hard disks, removable storage drives, list servers, online services, electronic bulletin boards or forums, Web sites, or any other server that is Internet-enabled.
2.3 Subscriber will be permitted access to the Service by use of a unique user name and password assigned to such Subscriber by the Owner. Subscriber agrees to keep the password confidential and to keep the terms of any applicable Order Form strictly confidential and agrees to not disclose, either directly or indirectly, the terms of such Order Form, except as required by law.
2.4 Subscriber is solely responsible for selecting, purchasing, installing and maintaining the hardware, equipment, and other software necessary to access the Services.
2.5 Owner reserves the right to add or withdraw Information and modify or otherwise change the Services (including features and functionality) without notice as necessary. Owner may, but is not required to, provide notice to Subscriber in advance of or concurrent with the effective date of any such changes which are significant.
2.6 Subscriber shall protect the Service from unauthorized access, reproduction, disclosure or use. In the event Subscriber becomes aware of any unauthorized use of or access to the Service through Subscriber's license, personnel or systems, Subscriber shall notify Owner immediately in writing and shall give full cooperation, at Subscriber's expense, to prevent such unauthorized use or disclosure.
TERM AND TERMINATION
3.1 Unless otherwise agreed in writing, the Term shall be 1 year from the date of execution of this Agreement. The term shall renew automatically for successive 1 year terms on the anniversary date of the execution of this Agreement unless written notice of termination is received by Owner at least sixty (60) days before the anniversary date.
3.2 This Agreement or a subscription may be terminated for any of the following reasons:
(a) by either Owner or the Subscriber, effective at the end of the subscription term, if the terminating party delivers to the other party written notice of its intent to terminate the applicable Order Form no less than 30 days before the last day of the subscription term;
(b) immediately by Owner if Owner does not receive payment of any fees due within 30 days after the invoice date;
(c) by either Owner or the Subscriber, upon written notice to the other party, if the other party materially breaches any provision of this Agreement and the other party fails to remedy that breach within 30 days after such party gives written notice to the defaulting party of such breach;
(d) immediately by Owner if Owner reasonably believes that the Subscriber has engaged in activity that violates applicable law or any provision of this Agreement; or
(e) by either party if the other party has any proceedings instituted by or against it seeking relief, reorganization or arrangement under any laws relating to insolvency, or any assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee of any of its property or assets, or the liquidation, dissolution or winding up of its business.
3.3 All obligations under this Agreement shall survive termination with respect to any events occurred, or any money that was accrued and owing, prior to the effective date of any termination under this Agreement.
FEES AND PAYMENT
(for Apartment Communities Only)
4.1 Subscription fees shall be determined by multiplying the number of apartment units by the corresponding rate listed in the fee schedule below. A $0.05 rate reduction is available for each year of a subscription greater than one (1) year with subscriptions of five (5) years or more having a maximum rate reduction of $0.20. All subscription fees and Order Forms are exclusive of any taxes and charges and Subscriber is responsible for paying sales and all other taxes associated with the order. If applicable, a separate charge for these taxes will be shown on the invoice, which Subscriber agrees to promptly pay.
|Number of Units||Rate|
|0001 - 5,000 Units||$0.70|
|5,001 - 10,000 Units||$0.65|
|10,001 - 15,000 Units||$0.60|
|15,001 - 20,000 Units||$0.55|
|20,000 - Unlimited||$0.50|
4.2 At the beginning of the subscription term, Owner will send an invoice to Subscriber to one designated billing address. If Subscriber upgrades a subscription (e.g., increases the number of maximum authorized users and/or adds additional services), Owner will send an invoice to Subscriber for the additional subscription fees due at the prices in effect at the time of the change. The fees are pro rated over the remainder of the current subscription term.
4.3 All payments are due to Owner within thirty (30) days after the invoice date. After thirty (30) days, Owner will assess interest on all amounts reflected in the invoice at a rate of 1% per month. Owner may also immediately terminate access to the Service by Subscriber without further notice if Owner does not receive payment within sixty (60) days after the invoice date.
4.4 Within sixty (60) days after agreeing to a new subscription, Subscriber must notify Owner of any existing subscription that needs to be cancelled as a result of the new subscription. If Subscriber gives timely notice, Owner will apply any payments made by Subscriber on the unfulfilled portion of the existing subscription to amounts owed for the new subscription.
4.5 Owner reserves the right to revise the fee schedule provided in section 4.1 for renewal subscriptions at any time and without notice. Subscriber's payment of any renewal invoice will constitute acceptance of the renewal price and the renewed subscription, which will continue to be otherwise governed by this Agreement. The conditions of payment described in this Section 4 shall apply to all payments of renewal invoices.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
5.1 Each party agrees that it shall not disclose to any party not bound by this Agreement any information concerning the customers, business information, trade secrets, methods, processes or procedures or any other confidential or proprietary information of the other party which it learns during the course of its performance of this Agreement ("Confidential Information"), without the prior written consent of such other party.
"Confidential Information" shall only include information that is:
(a) provided in writing or other tangible form and marked with a "Confidential" or "Proprietary" legend; or
(b) reasonably understood to be confidential or proprietary in light of the nature of the information and the circumstances of disclosure.
"Confidential Information" shall in no event include that which:
(a) is or was known to a party prior to receipt hereunder;
(b) at the time of disclosure to either party by the other party was generally available to the public, or which after disclosure hereunder becomes generally available to the public through no fault attributable to either party;
(c) is hereafter made available to either party for use or disclosure from any third party having a right to do so;
(d) is independently developed by the receiving party;
(e) is provided by the disclosing party to a third party and not under any obligation of confidentiality;
(f) is required to be disclosed by court order or by operation of law, so long as the disclosing party has received prior notice from the receiving party and has had an opportunity to seek a protective order; or
(g) constitutes any suggested modifications or improvements to the Service.
This obligation will survive the cancellation or other termination of this Agreement. The Fee Schedule shall be considered Confidential Information to the parties.
5.2 The Services contain proprietary Information that is protected by copyright and other laws respecting proprietary rights. The Services also may contain protected licensed proprietary material of third party licensors. Owner and its licensors retain all rights in the Information, including (without limitation) all copyright and other proprietary rights worldwide in all media. Subscriber shall advise its users of this Agreement's restrictions and requirements, and shall reasonably supervise its users to ensure compliance with this Agreement.
5.3 The Services and Information are highly proprietary in nature and any unauthorized copying, transfer or use may cause Owner or its licensors irreparable injury that cannot be adequately compensated for by means of monetary damages. Subscriber agrees that Owner may enforce any breach of this Agreement by Subscriber by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITIES
6.1 THE INFORMATION PROVIDED THROUGH THE SERVICE IS NOT A SUBSTITUTE FOR LEGAL AND OTHER PROFESSIONAL ADVICE. SUBSCRIBER SHOULD ALWAYS CONSULT THEIR OWN LEGAL OR OTHER PROFESSIONAL ADVISORS FOR LEGAL OR OTHER PROFESSIONAL ADVICE.
6.2 SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICE AND THE INFORMATION ARE PROVIDED ON AN "AS IS" BASIS AND THAT THE USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO THE INFORMATION, IS AT SUBSCRIBER'S SOLE RISK. OWNER AND ITS LICENSORS GIVE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER RELATING TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY INFORMATION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TITLE, OWNERSHIP, OR OF ANY RESULTS OR OF QUALITY, SUITABILITY, ADEQUACY, GENUINENESS, ACCURACY OR COMPLETENESS OF THE SERVICE INCLUDING ANY INFORMATION.
6.3 OWNER DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO (A) ERRORS IN OR OMISSIONS FROM ANY OF THE SERVICES AND ITS CONTENT, INCLUDING TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HOT LINKS IN ANY SERVICE, (C) THE UNAVAILABILITY OF ANY SERVICE, (D) ANY USE OF ANY SERVICE, (E) ANY USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY SERVICE, OR (F) ANY RELIANCE ON THE INFORMATION INCLUDED IN THE SERVICE OR IN ANY SUPPORT INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.4 IN NO EVENT SHALL OWNER OR ITS ASSIGNS, SUCCESSORS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO SUBSCRIBER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE ANY SERVICE OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH SUBSCRIBER HAS BEEN NOTIFIED OF THE POSSIBILITY OF LIKELIHOOD OF SUCH DAMAGES OCCURRING.
6.5 IN NO EVENT MAY SUBSCRIBER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST OWNER MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
6.6 IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, OWNER'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER FOR ANY SERVICE PURSUANT TO ANY APPLICABLE ORDER FORM.
6.7 SUBSCRIBER AGREES TO INDEMNIFY, DEFEND, AND HOLD OWNER AND ITS LICENSORS AND SUPPLIERS HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS AND LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO ANY USE OF THE SERVICE, OR OF ANY CONTENT, DATA OR DOCUMENTATION RECEIVED THROUGH THE SERVICE BY SUBSCRIBER, REGARDLESS OF THE FORM OF ACTION.
7.1 Notice under this Agreement shall be made in writing; sent via certified mail, return receipt requested, U.S. Express Mail, private express mail service, or by telefacsimile, or by email; effective upon receipt at the address stated below; and addressed as follows, unless the sending party is notified in writing of a change of address, in which event notice shall be sent to the new address: If to Owner, to ACC Tech, Inc., 4415 Forrest Manor Ave., Indianapolis, IN 46226, Attn: Ish Moorman. If to Subscriber, to the address included on the applicable Order Form.
7.2 This Agreement is not assignable or transferable by Subscriber without the written consent of Owner which shall not unreasonably be withheld. For the purposes of this Section, a change in the persons or entities that control fifty percent (50%) or more of the equity securities or voting interest of a non-publicly traded Subscriber shall be considered an assignment by Subscriber. Owner may assign or transfer its rights and/or duties under this Agreement without requirement of Subscriber's permission or approval.
7.3 Owner shall not be liable for failure to perform any part of this Agreement where such failure is due to fire, flood, power outages, strikes, labor troubles or other industrial disturbances, inevitable accidents, war (declared or undeclared), acts of terror, commercially unreasonable hostile acts by a Third Party with respect to the Services (including a denial of service attack), embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, or any cause beyond the control of such party. However, Owner shall use diligent efforts to resume performance. This Agreement shall not be regarded as terminated or frustrated as a result of such failure of performance that does not exceed six (6) months, and the parties shall proceed under this Agreement when the causes of such non-performance have ceased or have been eliminated.
7.4 Should Owner or any Subscriber fail to exercise or enforce any provision of this Agreement or to waive any rights in respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or waiver of any other right.
7.5 This Agreement shall be construed, interpreted and governed by the laws of the State of Indiana. All claims, actions, suits, and proceedings between or among the parties to this Agreement shall be litigated only in the Marion County Courts, Indiana or the United States District Court for the Southern District of Indiana, Indianapolis Division. In connection with the foregoing, Subscriber consents to the jurisdiction and venue of such Courts expressly waives any claim(s) or defense(s) of lack of jurisdiction or proper venue by such Courts.
7.6 Unless otherwise specified in any applicable Order Form, this Agreement, as it may be amended from time to time, constitutes the entire agreement between Subscriber and Owner, and supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind, with respect to the subject matter of this Agreement.
7.7 If any provision of this Agreement shall be held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of this Agreement. If the parties fail to negotiate a substitute provision, this Agreement will continue in full force and effect without that provision and will be interpreted to reflect the original intent of the parties.
7.8 All beneficial rights (other than the right to collect fees) granted to or reserved in this Agreement by Owner, including limitations of liability, warranty disclaimers, confidentiality, ownership, limitation of damages, and indemnification for third party claims, shall accrue to and are for the benefit of Owner's Licensors of any part of the Services to the same extent as Owner. Except as expressly stated therein, nothing contained in this Agreement is intended to create third party beneficiaries thereof or thereunder.
7.9 Owner and Subscriber agree that, for purposes of any applicable Order Form, each is acting independently of the other, that they are not joint venturers, and that neither is an agent, partner or joint venturer of the other.
7.10 Neither this Agreement nor any Order Form shall be changed, modified or amended except by a writing signed by a duly authorized officer of Owner and the Subscriber. No Subscriber may assign this Agreement or any rights or obligations created under this Agreement without the prior written consent of Owner.
7.11 The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. All references to Sections or headings shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.