Terms and Conditions

Effective as of August2019

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (referenced herein as “you” or “user” or with “your”) AND American Council of Engineering Companies/Maryland (referenced herein as ACEC/MD THAT APPLIES EACH TIME YOU USE OR ACCESS THE ACEC/MD’s WEBSITE, MOBILE OR WEB APPLICATIONS, OR ANY RELATED SERVICES (referenced collectively herein as the “Website”). YOU SHOULD THEREFORE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (“TOU”) AS THEY GOVERN YOUR USE OF THE WEBSITE. IF YOU DO NOT AGREE TO THIS TOU, YOU ARE NOT PERMITTED TO USE OR OTHERWISE ACCESS THE WEBSITE.

  1. LICENSE GRANT.The Website is made available by ACEC/MD, and this TOU provides to you a personal, revocable, limited, non-exclusive, nontransferable, and non-sublicenseable license to use the Website conditioned on your continued compliance with this TOU.You may print and download materials and information from the Website solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information and that you do not further distribute or disclose such materials and information. You may not access or use the Website or any materials through the Website for any commercial purposes.If you wish to make use of information from the Website other than as set out herein, you must contact ACEC/MD using the contact information set forth below.
  2. LICENSE GRANT RESTRICTIONS.This TOU is only a license and not an assignment or sale.ACEC/MD transfers no ownership or intellectual property interest or title in and to the Website to you or anyone else.Further, ACEC/MD reserves all rights not expressly granted by this TOU.Accordingly, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Website.
  3. USER OBLIGATIONS. By accessing or using the Website, you represent and warrant that you are at least eighteen (18) years of age (or the legal age of majority, whichever is greater) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on or through the Website, including, without limitation, when you provide information via a Website registration or submission form. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Website.You also acknowledge and agree that use of the Internet and the Website is solely at your own risk.
  4. ACCOUNT.Registration for access to and use of particular areas or functionality of the Website may require access credentials, such as a user name and password, or adherence to other particular access requirements as designated by ACEC/MD in its sole discretion from time to time.You hereby agree to consider and maintain your access credentials as the confidential information of ACEC/MD.You shall immediately notify ACEC/MD if you suspect or become aware of any loss or theft of or unauthorized use of your access credentials.
  5. PROPRIETARY RIGHTS.The Website is owned by American Council of Engineering Companies/Maryland,Copyright 2019 © American Council of Engineering Companies/Maryland and/or its licensors.All rights reserved.Any downloadable or printable information or materials available through the Website, unless otherwise indicated, are owned by ACEC/MD and/or its licensors.ACEC/MD, the ACEC/MDlogo, and all other names, logos, and icons identifying ACEC/MD and its software, solutions, products, and services are proprietary trademarks of ACEC/MD, and any use of such marks without the express written permission of ACEC/MD is strictly prohibited.Other service, product, or company names mentioned herein may be the trademarks and/or service marks of their respective owners.
  6. USER CONTRIBUTIONS.The Website provides access to communication and other interactive features and functionality where you can share and exchange information or content (with such shared or exchanged information or content referenced collectively as “User Contribution(s)”).You agree that by using the Website you will not upload, post, display, or transmit any of the following:
    • anything which may damage, lessen, or harm the goodwill or reputation of ACEC/MD and its services;
    • anything which defames, harasses, threatens, offends, or in any way violates or infringes on the rights of others;
    • anything which involves the impersonation of any other person or entity;
    • anythingwhich constitutes junk mail, spam, or unauthorized advertising; or
    • anythingwhich is unlawful.
    • ACEC/MD reserves the right to establish additional practices, parameters, and limits in its sole discretion concerning the storage, display, or availability of any User Contribution(s).Further, ACEC/MD shall not have any obligation to incorporate or utilize any User Contribution(s) that does
  7. PERMISSION TO USE USER CONTRIBUTIONS.By submitting any type of a User Contribution(s), you automatically and hereby grant to ACEC/MD a perpetual, royalty-free, transferable, sublicensable and non-exclusive right and license to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on any such User Contribution, without additional approval or consideration, in furtherance of and in connection with the operation of theWebsite, and you hereby waive any claim to the contrary.You represent that you have all necessary rights to make a User Contribution(s) available to ACEC/MD, and you also acknowledge that ACEC/MD has no control over the extent to which any idea or information (in a User Contribution) may be used by any party or person once it’s posted or displayed.
  8. NO PRE-SCREENING OF USER CONTRIBUTIONS.ACEC/MD is not responsible for pre-screening or editing your or any other user’s User Contributions and encourages all of its users to use reasonable discretion and cautionin evaluating or reviewing any User Contributions.Moreover, ACEC/MD does not endorse, oppose, or edit any opinion or information provided by you or another user (unless separately and expressly provided by ACEC/MD and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any User Contribution displayed, uploaded, or distributed by you or any other user.Nevertheless, ACEC/MD reserves the right to monitor, delete, access, read, preserve, disclose or take other action with respect to User Contributions (or parts thereof) that ACEC/MD reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this TOU, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, (v) protect the rights, property or safety of ACEC/MD, its users, or the public, or (vi) address any act or omission that ACEC/MD believes in good faith violates this TOU and/or is, or is potentially, unlawful or harmful to ACEC/MD, its services, or goodwill.If you violate this TOU, ACEC/MD may, in its sole discretion, delete the unacceptable content from your User Contribution, remove or delete the User Contribution in its entirety, issue you a warning, and/or terminate your use of this Website.
  9. FEEDBACK.ACEC/MDwelcomes your feedback and suggestions about ACEC/MD’s products or services or with respect to how to improve the Website.By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to ACEC/MD, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to ACEC/MD and enable ACEC/MD to use such Feedback.In addition, any Feedback received by ACEC/MD will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license from you for ACEC/MD to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist therein, and you hereby waive any claim to the contrary.
  10. Mobile USAGE.The Websiteoffers various tools or display functionality that are available to you via your mobile phone or other mobile computing device (collectively, “Mobile ACEC/MD Solutions”).Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile ACEC/MD Solutions.In addition, downloading, installing, or using certain Mobile ACEC/MD Solutions may be prohibited or restricted by your mobile carrier, and not all Mobile ACEC/MD Solutions may work with all carriers or devices or in all locations.Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile ACEC/MD Solutions are available for your mobile devices; what restrictions, if any, may be applicable to your use of the Mobile ACEC/MD Solutions; and how much such use will cost you.Nevertheless, your use of the Websiteshall be strictly in accordance with this TOU.
  11. ONLINE PURCHASES AND OTHER TERMS AND CONDITIONS.Additional notices, terms, and conditions (including, without limitation, payment terms) may apply to the purchase of certain products and/or resources, participation in certain events or programs, and/or to specific portions or features of the Site, all of which are made a part of this TOU by this reference. You agree to abide by such other notices, terms, and conditions, including where applicable representing that you are of sufficient legal age to acquire a product and/or use or participate in any event or program, service, or feature. If there is a conflict between this TOU and the terms posted for or applicable to a specific portion of the Site, including any areas to enable the on-line purchase of items or for any program, event or service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site. ACEC/MD’s obligations, if any, with respect to its services, events, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such terms, conditions, notices, and agreements.
  12. PRIVACY POLICY.Please see ACEC/MD’s Privacy Policy for a summary of ACEC/MD’s personally identifiable information collection and use practices.You further agree that any such notices, agreements, disclosures or other communications that ACEC/MDsends you electronically (using the contact information you provide through the Website) will satisfy any legal communication requirements.
  13. LINKS TO OTHER SITES.ACEC/MD may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience.Such other sites are maintained by third parties over whichACEC/MD exercises no control.These links do not imply an endorsement with respect to any third party or any third party web site or the information, products, or services provided by any third party.
  14. CONFIDENTIALITY.You acknowledge and agree that the Website contains confidential or nonpublic information that is the trade secret(s) of ACEC/MD and/or its licensors (the “Confidential Information”).You agree to secure and protect the confidentiality of the Confidential Information of ACEC/MD (and/or its licensors) in a manner consistent with the maintenance of AC$EC/MD’s rights therein, using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts.You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this TOU.
  15. DISCLAIMER.The website is provided on an “as-is” and “as available” basis and may include errors, omissions, or other inaccuracies. ACEC/MD expressly disclaims all warranties, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement. ACEC/MD also disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the information, products or services provided by, available through, or advertised on these third party web solutions.
  16. LIMITATION OF LIABILITY.To the fullest extent provided by law, you expressly absolve and release ACEC/MD from any claim of harm resulting from a cause beyond ACEC/MD’s control.Moreover, in no event shall ACEC/MD be liable for any indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use of the websiteor with the delay or inability to use thewebsite, even if ACEC/MD has been advised of the possibility of such damages.Notwithstanding the foregoing, total liability of ACEC/MD for breach of this TOU is cessation of use of the websiteand for any other reason related to your use of the website whatsoever for an amount not exceeding the total amount paid by you to ACEC/MD during the past six months in connection with your individual use of the website.

    Some jurisdictions do not allow the disclaimer, exclusion, or limitation of certain warranties, conditions, liabilities and damages and, accordingly, some of the above disclaimers and limitations may not apply to you.In such jurisdictions, ACEC/MD’sliability will be limited to the fullest extent permitted by applicable law.

  17. INDEMNIFICATION.You agree to indemnify, defend, and hold ACEC/MD(and its affiliated companies, contractors, employees, agents, and suppliers and partners) harmless from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses, and any other liabilities, including without limitation attorneys’ fees, arising out of or related in any manner to your breach or alleged breach of this TOU or for any violation or alleged violation of the rights of any other person or entity by your User Contribution(s).
  18. ARBITRATION.You agree that all disputes between you and ACEC/MD (whether or not such dispute involves a third party) with regard to your relationship with ACEC/MD, including, without limitation, disputes related to this TOU, your use of the Website, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes, and you and ACEC/MD hereby expressly waive trial by jury.You may bring claims only on your own behalf. Neither you nor ACEC/MD will participate in a class action or class-wide arbitration for any claims covered by this TOU. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if ACEC/MD is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act.
  19. ENFORCING SECURITY.You may not use the Website or any of ACEC/MD’s data, systems, network, or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including, without limitation, accessing or using ACEC/MD data, systems, or networks in an unauthorized manner, attempting to probe, scan, or test the vulnerability of anACEC/MD system or network, circumventing any ACEC/MD security or authentication measures, monitoring ACEC/MD data or traffic, interfering with any ACEC/MD services, collecting or using from the Website email addresses, screen names, or other identifiers, collecting or using from the Website information without the consent of the owner or licensor, using any false, misleading, or deceptive TCP-IP packet header information, using the Website to distribute software or tools that gather information, distributing advertisements, or engaging in conduct that it likely to result in retaliation against ACEC/MD or its data, systems, or network.Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.ACEC/MD reserves the right to view, monitor, and record activity on the Website without notice or permission from you.Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Website as well as to disclosures required by or under applicable law or related government agency actions.ACEC/MD will also comply with all court orders or subpoenas involving requests for such information.In addition to the foregoing, ACEC/MD reserves the right to, at any time and without notice, modify, update, suspend, terminate, or interrupt operation of or access to the Website, or any portion of the Website in order to protect the Website or ACEC/MD.
  20. INJUNCTIVE RELIEF.You acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of ACEC/MD proprietary assets, will cause irreparable injury to ACEC/MD, such injury would not be quantifiable in monetary damages, and ACEC/MD would not have an adequate remedy at law.You therefore agree that ACEC/MD shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU.Accordingly, you hereby waive any requirement that ACEC/MD post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to ACEC/MD to enforce any provision of this TOU.
  21. TERM AND TERMINATION.This TOU will take effect (or shall re-take effect) at the time you submit information through this Site, respond to a request for information, and/or begin installing, accessing, or using the Site, whichever is earliest. ACEC/MD reserves the right at any time and without notice to deny you access to the Site or to any portion thereof and to terminate your rights under this TOU, in its sole and absolute discretion. Your rights under this TOU will terminate automatically if you fail to comply with this TOU, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. Upon termination, you must promptly destroy all copies of any aspect of the Site in your possession. The provisions concerning permission to use postings, proprietary and intellectual property rights, submissions, indemnity, disclaimers of warranty and liability, admissibility of this TOU, and governing law will survive the termination of this TOU for any reason.
  22. GOVERNING LAW.The Website is controlled and operated by ACEC/MD from its offices within the United States.This TOU has been made in and will be construed and enforced in accordance with the laws of the State of Maryland as applied to agreements entered into and completely performed in the State of Maryland.Any action to enforce this TOU will be brought in the courts presiding in the State of Maryland, and all parties to this TOU expressly agree to be subject to the jurisdiction of such courts.Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
  23. WAIVER & SEVERABILITY.Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent default or failure of performance.No waiver by ACEC/MD of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers, venue, claim, and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.
  24. ENTIRE AGREEMENT.No joint venture, partnership, employment, affiliate, or agency relationship exists between you and ACEC/MDas a result of this TOU or your utilization of the Website. This TOU represents the entire agreement between you and ACEC/MDwith respect to use of the Website and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and ACEC/MDwith respect to the Website. You may not assign or transfer any rights under this TOU without the prior written consent ofACEC/MD. Please note that ACEC/MDreserves the right to change the terms and conditions of this TOU by posting a revised TOU or mailing and/or e-mailing notice thereof to you. In addition, ACEC/MDmay add, modify, or delete any aspect, program, or feature of the Website, but ACEC/MDis not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Website following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this TOU. Accordingly, please review this TOU on a periodic basis.
  25. CONTACT INFORMATION.If you have questions regarding the Website or if you are interested in obtaining more information concerning ACEC/MD or its products, services, or solutions, please contact ACEC/MD,312 N. Charles St., Baltimore MD  21201, 410-539-1592(phone), or acecmd@acecmd.org(e-mail).
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