TERMS OF SERVICE FOR AIA CONTRACT DOCUMENTS® ONLINE SERVICE

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{"version":"0.3.0","atoms":[],"cards":[],"markups":[["b"],["u"],["strong"],["a",["href","http:\/\/www.aiacontracts.org\/"]],["a",["href","mailto:Docstechsupport@aia.org","target","_self"]],["i"],["a",["href","https:\/\/www.aia.org\/pages\/22691-privacy-policy"]],["a",["href","mailto:Docstechsupport@aia.org","target","_new"]]],"sections":[[1,"p",[[0,[0],1,"(Effective April 10, 2019)"]]],[1,"p",[[0,[],0,"Thank you for choosing the AIA\nContract Documents\u00ae Online Service, including its associated software system,\ntemplates, and forms (collectively, the \u201c"],[0,[1],1,"ACD Online Service"],[0,[],0,"\u201d or \u201c"],[0,[1],1,"Service"],[0,[],0,"\u201d),\nfor your design or construction project. Review these Terms of Service\n(\u201cAgreement\u201d) thoroughly. This Agreement is a legally-binding agreement between\nyou and the American Institute of Architects (referred to as \u201c"],[0,[1],1,"AIA"],[0,[],0,",\u201d \u201c"],[0,[1],1,"we"],[0,[],0,",\u201d\n\u201c"],[0,[1],1,"our"],[0,[],0,",\u201d or \u201c"],[0,[1],1,"us"],[0,[],0,"\u201d). By clicking \u201cI accept,\u201d indicating acceptance\nelectronically, or by accessing or using any part of the Service, you\nacknowledge that you have read this Agreement and agree to it. If you do not\nagree with any of the terms of this Agreement, you may not use the Service."]]],[1,"p",[[0,[2],1,"1.\tDESCRIPTION OF SERVICE"]]],[1,"p",[[0,[],0,"The ACD Online Service\nprovides an interactive, internet-based platform that lets users create, edit,\nstore, upload, download, share, and sign contracts and other legal forms for\ntheir design or construction projects, using the templates and forms accessible\nthrough the Service. For more\ninformation regarding AIA\u2019s ACD Online Service, please review the summary and description located at "],[0,[1,3],1,"http:\/\/www.aiacontracts.org"],[0,[],1,"."]]],[1,"h3",[[0,[],0,"2.\tACD ONLINE SERVICE LICENSE GRANT"]]],[1,"p",[[0,[],0,"The ACD Online Service, and all associated proprietary and intellectual property rights (including trademarks, service marks, and trade names), are owned by AIA. AIA reserves the right to change or modify the Service, including any components and specifications thereof, in its sole discretion."]]],[1,"p",[[0,[],0,"AIA provides you and your Authorized Users with a revocable, limited, non-exclusive, and nontransferable license to use and enjoy the benefit of the ACD Online Service for purposes of creating, editing, storing, uploading, downloading, sharing, and signing contracts and other legal forms using your Client Information, in the manner permitted by this Agreement. \u201cAuthorized Users\u201d are your individual (and current) employees, contractors, or agents who are permitted by you to access the Service either directly through a named account or by invitation to the Share for Review feature, and who have agreed to abide by this Agreement. The license granted will specify whether you have received a single-user license or a license to authorize use by a particular number of Authorized Users."]]],[1,"p",[[0,[],0,"You do not acquire any right, title, or interest in or to the Service other than the limited license granted to you by this Agreement. All rights not expressly granted to you are reserved to AIA."]]],[1,"h3",[[0,[],0,"3.\tYOUR CLIENT INFORMATION"]]],[1,"p",[[0,[],0,"Your \u201cClient Information\u201d includes all the data you or your Authorized Users submit, upload, store, or send to or through the ACD Online Service. You retain ownership of any rights that you hold in your Client Information. Your Client Information does not include databases, scores, metrics, or other analytics or derivative work generated by the ACD Online Service or otherwise created by AIA. Your Client Information also does not include data submitted by other users, data obtained from sources other than you, or any publicly available data."]]],[1,"h3",[[0,[],0,"4.\tHOW YOUR INFORMATION IS USED"]]],[1,"p",[[0,[],0,"Any Client Information that you provide to us is subject to the American Institute of Architect\u2019s Privacy Policy, which is incorporated into this Agreement and governs our collection and use of your Client Information. In the event of a conflict between any of the terms of this Agreement and the terms of the AIA\u2019s Privacy Policy referenced herein, the terms of this Agreement shall govern. "]]],[1,"p",[[0,[],0,"We will not share any data or information specific and identifiable to your projects, contracts, or any work product that we obtain from you. By using the Service and uploading, submitting, storing, or sending Client Information to or through the Service, you give AIA a limited, non-exclusive, royalty-free, worldwide license to use aggregated and anonymized data from Client Information (\u201cAggregated Data,\u201d) excluding information contained in draft contracts; to analyze Aggregated Data; to create and publish derivative works from such Aggregated Data; and to perform internally all operations necessary for the creation of such works."]]],[1,"p",[[0,[],0,"AIA considers Aggregated Data to be the result of that information which has been sanitized through encryption or removal of identifying information from data as a means to protect Client Information, that is then combined with several data sets from which observations are made. Such data is then replaced with summary statistics based on those observations."]]],[1,"p",[[0,[],0,"For the avoidance of doubt, Aggregated Data shall only include data derived from final ACD documents generated by you. Further, for the avoidance of doubt, the AIA\u2019s generation of Aggregated Data is an automated process through the ACD Online Service software, and the at no point during the generation of Aggregated Data process will AIA staff or agents read, review, or otherwise directly access such data."]]],[1,"p",[[0,[],0,"AIA will not provide any personally identifiable data you input into the ACD Online Service to third parties for any purpose. "]]],[1,"p",[[0,[],0,"Notwithstanding, in the event the AIA is requested or required, by subpoena, oral deposition, interrogatories, request for production of documents, administrative order or otherwise, to disclose any Client Information, the AIA shall provide you notice of any such request so that you may seek, at your expense, an appropriate protective order. If, in the absence of a protective order, the AIA is compelled by law, in the opinion of its counsel, to disclose any Client Information, the AIA may make such disclosure after notice you."]]],[1,"h3",[[0,[],0,"5.\tYOUR OBLIGATIONS"]]],[1,"p",[[0,[],0,"You must access the ACD Online Service through a registered account using a username and a password, and any additional user authentication mechanism deemed appropriate by the AIA. By accessing or using the Service, you agree that you will:"]]],[1,"p",[[0,[],0,"\u2022\tProvide true, accurate and complete registration information and promptly provide any updated information."]]],[1,"p",[[0,[],0,"\u2022\tKeep your username and password confidential to prevent unauthorized use of your account. You are responsible for your Authorized Users and assume responsibility for any and all activity occurring through your username and password."]]],[1,"p",[[0,[],0,"\u2022\tPromptly notify us if you become aware of any loss or theft of your password or any unauthorized use of your account."]]],[1,"p",[[0,[],0,"\u2022\tProvide AIA reasonable cooperation required for use or implementation of the Service."]]],[1,"p",[[0,[],0,"You agree not to use, nor permit\nany third party to use, the ACD Online Service in a manner that violates this\nAgreement or any applicable law or regulation. You and your Authorized Users\nagree you will not:"]]],[1,"p",[[0,[],0,"\u2022\tReproduce, modify, copy, sell, trade, lease, rent, resell, or license the Service."]]],[1,"p",[[0,[],0,"\u2022\tDecompile, disassemble, or reverse engineer the Service."]]],[1,"p",[[0,[],0,"\u2022\tMarket, distribute, display, post, or otherwise make available any part of the Service (including any templates and forms) apart from authorized use of the Service."]]],[1,"p",[[0,[],0,"\u2022\tRemove or alter any proprietary watermark or legal notice on any part of the Service (including any templates and forms) indicating that the Service is the property of AIA."]]],[1,"p",[[0,[],0,"\u2022\tInterfere with the Service or try to access it using a method other than the interface and the instructions that we provide."]]],[1,"p",[[0,[],0,"\u2022\tUse another user\u2019s username and password without permission."]]],[1,"p",[[0,[],0,"\u2022\tUpload spyware or any other malicious software to the Service."]]],[1,"p",[[0,[],0,"\u2022\tAttempt to probe, scan, penetrate, or test the vulnerability of the Service and the related system or network."]]],[1,"p",[[0,[],0,"\u2022\tEngage in unauthorized collection or use of personal or confidential information, including phishing, pharming, and harvesting."]]],[1,"p",[[0,[],0,"\u2022\tTransmit or otherwise provide any harmful or objectionable content on or through the Service, including content that (1) violates or infringes upon the proprietary and intellectual property rights of others; (2) impersonates another or is fraudulent, unfair, deceptive, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, or otherwise unlawful or reasonably objectionable; (3) harms AIA\u2019s reputation; or (4) encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law."]]],[1,"p",[[0,[],0,"\n\nBy accessing or using the ACD Online Service, you\nacknowledge that AIA may, but has no obligation to, monitor any user-provided\ninformation or content on the Service. You are solely responsible for the\naccuracy, completeness, appropriateness, or legality of any content or\n\ninformation you submit or provide\nusing the ACD Online Service. AIA does not edit, endorse, or approve any such\ncontent. AIA assumes no responsibility or liability for any claims that may\nresult directly or indirectly from any third-party communications or\ninteractions you establish."]]],[1,"h3",[[0,[],0,"6.\tCOMMITMENT TO DATA SECURITY"]]],[1,"p",[[0,[],0,"We strive to implement and maintain reasonable, commercially acceptable security procedures and practices appropriate to safeguard your Client Information from unauthorized access or use. We cannot, however, guarantee 100% security. You can help keep your Client Information safe by adhering to the User Obligations described above. As part of our effort to safeguard your information, AIA reserves the right to monitor your account activity related to the ACD Online Service (in accordance with applicable law)."]]],[1,"p",[]],[1,"p",[[0,[0,1],2,"How secure is my data?"]]],[1,"p",[[0,[],0,"We strive to implement and\nmaintain reasonable, commercially acceptable security procedures and practices\nappropriate to the nature of the information that we store, in order to protect\nit from unauthorized access, destruction, use, modification, or disclosure.\n Unfortunately, there is no method of transmission over the internet, or\nmethod of electronic storage, that is 100% secure, and we are unable to\nguarantee the absolute security of the information that we have collected from\nyou. We have outlined below some of our security and accessibility\ncontrols that are currently in place. We do not publicly disclose\nspecific details of our defense in depth security posture in order to avoid\ncompromising these measures. "]]],[1,"p",[[0,[0],1,"Physical Security:"],[0,[],0," ACD Online Service is\nhosted in a top-tier data center with multiple layers of physical security and\nprotections from environmental disasters."]]],[1,"p",[[0,[0],1,"Connectivity: "],[0,[],0,"ACD Online Service is accessed\nutilizing fully redundant high-speed network connections. A three-tier\narchitecture exists behind next generation firewalls that provide IDS and IPS\ncapabilities."]]],[1,"p",[[0,[0,1],2,"How do we protect your\ndata?"]]],[1,"p",[[0,[0],1,"Disaster Recovery:"],[0,[],0," ACD Online Service was\ndesigned to be highly available and fault tolerant. Databases are replicated in\nreal-time between geographically diverse top-tier data centers so that the ACD\nOnline Service will continue to be fully functional."]]],[1,"p",[[0,[0],1,"Two Factor"],[0,[],0," "],[0,[0],1,"Authentication:"],[0,[],0," ACD\nOnline Service requires a unique username and password that must be entered\neach time a user logs on and, similar to financial institutions, a secondary\nmethod of authentication, such as phone or email, to establish that a trusted\ncomputer\/browser is being utilized."]]],[1,"p",[[0,[0],1,"Penetration Testing:"],[0,[],0," ACD Online Service\nengages an external organization to perform penetration tests at least\nsemi-annually."]]],[1,"p",[[0,[0],1,"Security Best Practices:\n "],[0,[],0,"Although ACD Online\nServices provides multiple layers to keep your data safe, we are also dependent\non you to ensure that you maintain the security of your account by using\nsufficiently complicated passwords. In addition, you and your authorized\nusers need to have sufficient security on your own systems, such as anti-virus,\nanti-malware, firewalls, etc. If you suspect that your account has been\ncompromised or if you notice anything suspicious, please contact us immediately\nat 1-800-942-7732 or "],[0,[1,4],2,"Docstechsupport@aia.org"]]],[1,"p",[[0,[0,1],2,"What else do I need to\nknow?"]]],[1,"p",[[0,[0,1],2,"European Union Users"]]],[1,"p",[[0,[0,1],0,"Please refer to for AIA\u2019s"],[0,[5],1," EU Data Subjects"],[0,[],1," section under the "],[0,[6],1,"Privacy Policy"],[0,[1],2,"."]]],[1,"p",[[0,[0],1,"International Transfer:"],[0,[],0," All data associated\nwith ACD Online Service is stored in the United States. If you are\nlocated outside of the United States and choose to provide information to ACD\nOnline Service, you are agreeing to have your information, including personal\ninformation, transferred to, and maintained on, computers located outside of\nyour state, province, country or other governmental jurisdiction where the data\nprotection laws may differ."],[0,[0,1],2," "]]],[1,"p",[[0,[0],1,"Third Party Links: "],[0,[],0,"ACD Online Service contains links\nto other sites that are not operated by us. If you click on a third-party link,\nyou will be directed to that third party\u2019s site. We advise you to review the\nprivacy policy of every site you visit. ACD Online Service has no control over,\nand assumes no responsibility for, the content, privacy policies, or practices\nof any third-party sites or services."]]],[1,"p",[[0,[0],1,"Deletion of Data: "],[0,[],0,"If you allow your subscription to\nACD Online Service to lapse, decide not to renew, or terminate the service, we\nmay destroy any Client Information, finalized contracts, draft contracts, or\nother materials stored in ACD Online Service. Prior to the expiration or\ntermination of your ACD Online Service subscription, you should utilize the\nfeatures within the Service to download and save local copies of any finalized\ndocuments you wish to retain. "]]],[1,"p",[[0,[0],1,"No Unique Provisions:"],[0,[],0," As a non-profit\norganization, we do not have the internal capabilities to provide or implement\norganization-specific accommodations, such as entering into individualized\nnon-disclosure agreements or providing individualized security modifications. "]]],[1,"p",[[0,[0],1,"Compliance with\nLaws: "],[0,[],0,"In the event the AIA is\nrequested or required, by subpoena, oral deposition, interrogatories, request\nfor production of documents, administrative order or otherwise, to disclose\ndata contained in the ACD Online Service, the AIA shall provide you notice of\nany such request so that you may seek, at your expense, an appropriate\nprotective order. If, in the absence of a protective order, the AIA is\ncompelled by law, in the opinion of its counsel, to disclose any Client\nInformation, the AIA may make such disclosure after notice to you."]]],[1,"h3",[[0,[],0,"7.\tCOPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT"]]],[1,"p",[[0,[],0,"AIA respects the intellectual property of others and asks you to do the same. Consistent with the Digital Millennium Copyright Act of 1998 (DMCA), we will respond to a notice of alleged infringement if the claim complies with the law, includes all of the requirements set forth below, and is properly reported to our Designated Agent. We will document all notices of alleged infringement upon which we decide to take action. If you believe that your copyright has been infringed through another\u2019s use of the ACD Online Service, please send to our Designated Agent a written notice of your claim, signed by a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed, and with the following information:"]]],[1,"p",[[0,[],0,"\u2022\tA description, in reasonable detail (including any applicable URL address), of the copyrighted work that you claim has been infringed;"]]],[1,"p",[[0,[],0,"\u2022\tA description, in reasonable detail, of where the material that you claim is infringing is located on the site controlled by AIA;"]]],[1,"p",[[0,[],0,"\u2022\tYour name, address, telephone number, and e-mail address;"]]],[1,"p",[[0,[],0,"\u2022\tA statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and"]]],[1,"p",[[0,[],0,"\u2022\tA statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner\u0027s behalf."]]],[1,"p",[[0,[],0,"\u2022\tOur Designated Agent: The American Institute of Architects, Attention: Office of General Counsel, 1735 New York Avenue, NW, Washington, DC 20006."]]],[1,"p",[[0,[],0,"Upon receipt of a properly\nreported and signed notice, we will take whatever action we deem appropriate in\nour sole discretion. We reserve the right to remove, or disable access to\nmaterial on the Service alleged to be infringing and\/or to suspend or terminate\nyour right to access and use the Service. If AIA suspends or terminates your\naccess to the Service, AIA will make a good-faith attempt (as warranted) to contact\nthe person or entity who posted the content so that they may make counter\nnotification pursuant to applicable laws."]]],[1,"p",[[0,[],0,"Pursuant to the DMCA, counter notifications may be sent to\nthe AIA\u2019s Designated Agent. All counter notifications must include responsive\ninformation to what is set forth above, including any required statements or\nsignatures."]]],[1,"p",[[0,[],0,"You acknowledge that you may be\nliable for damages, including attorneys\u0027 fees and costs, if you materially\nmisrepresent that a work or activity is infringing your rights."]]],[1,"p",[[0,[],0,"As with all legal notices, a copy\nof the notice may be sent to one or more third parties who may make such notice\navailable to the public."]]],[1,"h3",[[0,[],0,"8.\tPAYMENT TERMS"]]],[1,"p",[[0,[],0,"You agree to pay the applicable license or subscription fee(s) designated by AIA, including any taxes, for use of the ACD Online Service. You will pay the fee(s) for a designated time period in advance. The payment will not be refunded once it has been paid, even if you terminate use of the Service prior to the end of the designated period. We may increase the fee(s) no more than once each calendar year. If we do so in a given year, you will be subject to the new rate at the end of your designated period"]]],[1,"p",[[0,[],0,"Payments will be billed to you in U.S. Dollars ($), and you must pay in U.S. Dollars ($) using a method permitted by AIA."]]],[1,"p",[[0,[],0,"Unless otherwise indicated by AIA in writing, you must pay any invoice within 30 days of receipt. All past-due payments will accrue interest at a rate of 1.5% or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full."]]],[1,"p",[[0,[],0,"AIA reserves the right to terminate or suspend your access to the ACD Online Service if you fail to pay any amounts within 60 days of when due. You agree to reimburse AIA for all reasonable costs incurred (including reasonable attorney\u2019s fees) in collecting past-due amounts."]]],[1,"h3",[[0,[],0,"\n\n9. AVAILABILITY\nOF SERVICE AND SUPPORT\n"]]],[1,"p",[[0,[],0,"\nWe try our best to have the\nACD Online Service available 24 hours a day, 7 days a week. There, however, may\nbe times when the Service is unavailable for routine maintenance, to correct\ntechnical difficulties, or for some other reason. Availability of the Service\nis subject to change at any time in our sole discretion. You also acknowledge\nand agree we have no obligation to receive or process through the Service any\nClient Information whose technical requirements do not fit within the Service\u2019s\nspecified technical parameters.\n\n"]]],[1,"p",[[0,[],0,"In addition to making the ACD\nOnline Service available, we also agree to provide the technical support for\nthe Service set forth on "],[0,[1,3],2,"http:\/\/www.aiacontracts.org"],[0,[],0,".\nWe reserve the right to modify or terminate the offered support, and to\ndetermine the manner by which it is provided in our sole discretion. You are\notherwise solely responsible for training and otherwise informing Authorized\nUsers of the features and capabilities of the ACD Online Service."]]],[1,"h3",[[0,[],0,"10.\tOTHER TERMS AND CONDITIONS"]]],[1,"p",[[0,[],0,"Additional notices, terms, and conditions, including, without limitation, AIA\u2019s Membership Agreement, and applicable payment terms, may apply to the use of the ACD Online Service. You agree to abide by such other notices, terms, and conditions (as applicable). If there is a conflict between this Agreement and any other terms regarding the ACD Online Service, this Agreement governs to the extent of the conflict."]]],[1,"h3",[[0,[],0,"11.\tLINKS TO OTHER SITES"]]],[1,"p",[[0,[],0,"We have no control over third-party sites and are not responsible for their content. We do not endorse, and are not responsible in any way for, the content, the accuracy of the information, and\/or the quality of the products or services provided by, made available through, or advertised on these third-party websites."]]],[1,"h3",[[0,[],0,"12.\tFEEDBACK"]]],[1,"p",[[0,[],0,"We welcome your feedback about the ACD Online Service and on how to improve it, and you can do so by emailing AIA at "],[0,[7],1,"docstechsupport@aia.org"],[0,[],0,". By sending us any feedback, suggestions, or ideas, you represent and warrant that you have all rights necessary to convey them to us, and acknowledge that we may freely use any feedback, suggestions, or ideas you send us without any obligation to you. You grant AIA a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license to use the feedback, suggestions, or ideas that you provide to AIA in any way."]]],[1,"h3",[[0,[],0,"13.\tYOUR REPRESENTATIONS AND WARRANTIES"]]],[1,"p",[[0,[],0,"By accessing and using the ACD Online Service and\/or accepting this Agreement, you represent and warrant to AIA that: (i) you are at least 18 years old; (ii) you are authorized to enter into this Agreement on behalf of yourself or the business using the Service; and (iii) you are authorized and able to fulfill and perform the obligations as specified herein."]]],[1,"p",[[0,[],0,"With respect to the Client Information, you further represent and warrant that: (i) you own or have obtained all rights necessary to authorize your use of your Client Information; (ii) you have collected and are using the Client Information in accordance with all applicable laws (including regulations and attorney general or agency guidance, guides, or rulemaking) and privacy policies; and (iii) the Client Information will not contain any social security numbers, payment card information, or medical records."]]],[1,"h3",[[0,[],0,"14.\tOUR DISCLAIMERS OF WARRANTY"]]],[1,"p",[[0,[],0,"We provide the ACD Online Service using a commercially reasonable level of skill and care. But there are certain things we do not promise about the Service."]]],[1,"p",[[0,[],0,"AIA AND THE ACD ONLINE SERVICE DO NOT PROVIDE LEGAL ADVICE. You are solely responsible for obtaining your own legal advice, for protecting legal privilege, and for abiding by or negotiating your own contracts and legal terms and conditions. Consult the services of a competent legal professional when you need this type of assistance."]]],[1,"p",[[0,[],0,"OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, AIA DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE ACD ONLINE SERVICE. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICE; THE SERVICE\u2019S RELIABILITY, SECURITY, OR AVAILABILITY; OR THE ABILITY OF THE SERVICE TO MEET YOUR NEEDS OR ACHIEVE CERTAIN RESULTS. WE PROVIDE THE SERVICE \u201cAS IS\u201d AND \u0022AS AVAILABLE\u0022 WITHOUT WARRANTY OF ANY KIND AND FOR USE BY YOU AT YOUR OWN RISK."]]],[1,"p",[[0,[],0,"SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL SUCH WARRANTIES."]]],[1,"h3",[[0,[],0,"15.\tLIMITATION OF LIABILITY"]]],[1,"p",[[0,[],0,"TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AIA WILL NOT BE RESPONSIBLE FOR THE FOLLOWING: (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS), REGARDLESS OF LEGAL THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE ACD ONLINE SERVICE; AND (B) DAMAGES RELATING TO A CAUSE THAT IS BEYOND AIA\u2019S CONTROL OR IS NOT REASONABLY FORESEEABLE, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES OR OTHER NATURAL DISASTERS, STRIKES OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. THE ABOVE LIMITATIONS APPLY EVEN IF AIA HAS BEEN ADVISED OF THE POSSIBILITY OF THE EVENT GIVING RISE TO POTENTIAL LIABILITY."]]],[1,"p",[[0,[],0,"WITHOUT LIMITATION OF THE FOREGOING AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AIA, FOR ANY CLAIMS RELATED TO THE USE OF THE ACD ONLINE SERVICE OR TO THIS AGREEMENT IS LIMITED TO YOUR LICENSE COST OR $5,000 (USD), WHICHEVER IS LESS."]]],[1,"h3",[[0,[],0,"16.\tINDEMNITY"]]],[1,"p",[[0,[],0,"You agree to defend, indemnify, and hold harmless AIA and its employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all third party claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys\u2019 fees and litigation expenses), relating to or arising from your use of the Service or breach of this Agreement. AIA reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any such claims. You agree to reasonably cooperate as requested by AIA in the defense of such claims."]]],[1,"h3",[[0,[],0,"17.\tGOVERNING LAW"]]],[1,"p",[[0,[],0,"The laws of District of Columbia, U.S.A., excluding the District of Columbia\u2019s conflict of laws rules, will apply to any disputes arising out of or relating to this Agreement or the ACD Online Service. The courts in the District of Columbia will have exclusive jurisdiction and venue over all controversies in connection with this Agreement. You and AIA consent to such exclusive and personal jurisdiction and venue. To the extent permitted by law, (i) any claim you might have against AIA arising out of performance under this Agreement must be brought within two (2) years of the first occurrence of the underlying cause of the claim, or such claim or cause of action is barred; and (ii) you agree to waive any right to a jury trial in connection with any action or litigation arising out of or related to this Agreement and that You and AIA each has the right to seek attorneys\u2019 fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement."]]],[1,"h3",[[0,[],0,"18.\tTERM AND TERMINATION"]]],[1,"p",[[0,[],0,"This Agreement and your right to use the ACD Online Service will take effect at the moment you click \u0022I accept,\u0022 or access or use the ACD Online Service. This Agreement and your right to access and use the ACD Online Service will terminate automatically if you click \u0022Reject\u201d. You may also terminate this license at any time by ceasing to use the ACD Online Service and providing AIA notice of the termination through your account. Termination is limited to the license AIA grants to you, and any the survival clauses stated in this Paragraph."]]],[1,"p",[[0,[],0,"We reserve the right to terminate this license, or suspend or terminate your access to the ACD Online Service at any time, with or without notice, if we determine that you have violated this Agreement, including, without limitation, by providing any false, inaccurate, untrue, or incomplete information; by exceeding the scope of the license; by engaging in activities that compromise the security of the Service; or by failing to pay in a timely manner any applicable fees, charges, or costs. The provisions in this Agreement concerning ownership of intellectual property, feedback, confidentiality, warranties and disclaimers of warranty, limitations of liability, indemnification, termination, governing law, and the miscellaneous terms will survive the termination or expiration of this license for any reason. Termination is limited to the license AIA grants to you, and any the survival clauses stated in this Paragraph."]]],[1,"p",[[0,[],0,"Notwithstanding the Termination provisions of this Paragraph, the following Paragraphs shall survive termination: 3; 4-7; 13-17; 19-20."]]],[1,"h3",[[0,[],0,"19.\tNOTICES"]]],[1,"p",[[0,[],0,"You agree to send any notice you are required to send to AIA to the following designated address: "],[0,[7],1,"docstechsupport@aia.org"],[0,[],0,". AIA will and may provide any notice hereunder (effective upon submission) to the email address you provide to AIA as a part of registering to use the ACD Online Service. It is your responsibility to update and maintain current notice information. In addition, you agree that AIA may also communicate with you through the email address you provide and, for changes applicable generally to all users, through the posting of notice to and through the ACD Online Service."]]],[1,"p",[]],[1,"h3",[[0,[],0,"20.\tMISCELLANEOUS"]]],[1,"p",[[0,[],0,"a)\tYou and AIA agree that this Agreement is for the benefit of you, AIA, and any licensors of AIA. Accordingly, this Agreement is personal to you, and may not be assigned to any other person or entity without AIA\u2019s prior written consent."]]],[1,"p",[[0,[],0,"b)\tThis Agreement does not create any third-party rights."]]],[1,"p",[[0,[],0,"c)\tAIA\u2019s failure to enforce a provision of this Agreement is not a waiver by AIA of its right to do so later."]]],[1,"p",[[0,[],0,"d)\tA printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form."]]],[1,"p",[[0,[],0,"e)\tIf any provision (or part thereof) in this Agreement is later determined to be unenforceable by a court of competent jurisdiction for any reason, such determination will not affect the remaining provisions (or parts thereof)."]]],[1,"p",[[0,[],0,"f)\tYou and AIA are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and AIA as result of this Agreement or your use of the ACD Online Service. You have no right to bind AIA without its prior written permission."]]],[1,"p",[[0,[],0,"g)\tThe headings in this Agreement are inserted for convenience only, and should not be construed to limit or modify the scope of any provision of this Agreement."]]],[1,"p",[[0,[],0,"h)\tThis Agreement represents the entire agreement between you and AIA regarding its subject matter, and it supersedes all prior or contemporaneous communications and proposals between you and AIA with respect to the ACD Online Service."]]],[1,"p",[[0,[],0,"i)\tUnless otherwise agreed to by AIA, AIA reserves the right to change the terms and conditions of this Agreement and under which the ACD Online Service is extended to you by providing you in writing or electronically a copy of such revised terms and conditions (or notice thereof). Following such provision or notice, your continued use of the ACD Online Service will be conclusively deemed acceptance of any change to this Agreement or the ACD Online Service."]]],[1,"h3",[[0,[],0,"Last Update April 10, 2019"]]],[1,"p",[[0,[],0,"I HAVE READ AND UNDERSTOOD THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. PLEASE MANIFEST YOUR ASSENT TO THIS AGREEMENT BY CLICKING ON THE APPROPRIATE LINK."]]],[1,"p",[]]]}
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