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Terms & Conditions
TERMS OF USE AGREEMENT
PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“YOU,” “YOUR” OR “USER”) AND AECRE CONSULTING LLC (“AECRE,” “COMPANY,” “WE,” “OUR” OR “US”).
SECTION 13 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN YOU AND US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 13 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
By accessing or using aecreconsulting.com, or any other website with an authorized link to this Agreement (“Website”), registering an account or accessing or using any content, information, services, features or resources available or enabled via the Website (collectively, the “Services”), or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” Unless expressly stated in writing in a separate tax consulting services agreement between aecre and you (“Tax Consulting Agreement”), aecre provides tax consulting services for the CRE and AEC industries, including but not limited to 179D deductions, cost segregation studies, depreciation recapture reduction (e.g., 1245 fair market value analysis), and R&D tax credits. The Services do not constitute legal, financial, accounting, engineering, or tax advice, and are not a substitute for professional advice tailored to your specific needs. There is no guarantee of any specific tax outcomes, savings, or IRS acceptance.
Subject to Section 13.9 of this Agreement, aecre reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.
1. USE OF THE SERVICES AND AECRE PROPERTIES.
1.1 aecre Properties. The Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (each, a “aecre Property” and collectively, the “aecre Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, aecre grants you a limited license to reproduce portions of aecre Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by aecre in a separate license, your right to use any and all aecre Properties is subject to the Agreement.
1.2 Eligibility. You may only use the Service if you meet all of the following eligibility requirements: (i) you must be a U.S. citizen or legal U.S. resident; (ii) you must be at least eighteen (18) years old; and (iii) you must be eligible to engage in U.S. tax-related activities. In order to access and use the Services, you must allow aecre, through its third-party service providers if applicable, to access certain of your financial or tax documentation relevant to the Services.
1.3 Updates. You understand that aecre Properties are evolving. As a result, aecre may require you to accept updates to aecre Properties that you have installed on your computer or mobile device. You acknowledge and agree that aecre may update aecre Properties with or without notifying you. You may need to update third-party software from time to time in order to use aecre Properties.
1.4 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit aecre Properties or any portion of aecre Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other aecre Properties (including images, text, page layout or form) of aecre; (c) you shall not use any metatags or other “hidden text” using aecre’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of aecre Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of aecre Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in aecre Properties. Any future release, update or other addition to aecre Properties shall be subject to the Agreement. aecre, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any aecre Property terminates the licenses granted by aecre pursuant to the Agreement.
2. REGISTRATION.
2.1 Registering Your Account. In order to access certain features of aecre Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”).
2.2 Registration Data. In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using aecre Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of aecre Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify aecre immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or aecre has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, aecre has the right to suspend or terminate your Account and refuse any and all current or future use of aecre Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. aecre reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use aecre Properties if you have been previously removed by aecre, or if you have been previously banned from any of aecre Properties.
2.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of aecre.
2.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to aecre Properties, including but not limited to, a mobile device that is suitable to connect with and use aecre Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing aecre Properties.
3. RESPONSIBILITY FOR CONTENT.
3.1 Types of Content. You acknowledge that all Content, including aecre Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not aecre, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through aecre Properties (“Your Content”), and that you and other Registered Users of aecre Properties, and not aecre, are similarly responsible for all Content that you and they Make Available through aecre Properties (“User Content”).
3.2 No Obligation to Pre-Screen Content. You acknowledge that aecre has no obligation to pre-screen Content, although aecre reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that aecre pre-screens, refuses or removes any Content, you acknowledge that aecre will do so for aecre’s benefit, not yours. Without limiting the foregoing, aecre shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
3.3 Storage. Unless expressly agreed to by aecre in writing elsewhere, aecre has no obligation to store any of Your Content that you Make Available on aecre Properties. aecre has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of aecre Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that aecre retains the right to create reasonable limits on aecre’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by aecre in its sole discretion.
4. OWNERSHIP.
4.1 aecre Properties. Except with respect to Your Content and User Content, you agree that aecre and its suppliers own all rights, title and interest in aecre Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any aecre Properties.
4.2 Trademarks. aecre and all related graphics, logos, service marks and trade names used on or in connection with any aecre Properties or in connection with the Services are the trademarks of aecre and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in aecre Properties are the property of their respective owners.
4.3 Your Content. aecre does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in aecre Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
4.4 License to Your Content. Subject to any applicable account settings that you select, you grant aecre a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing aecre Properties to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of aecre Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not aecre, are responsible for all of Your Content that you Make Available on or in aecre Properties.
4.5 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on aecre Properties, you hereby expressly permit aecre to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
4.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to aecre through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that aecre has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to aecre a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of aecre Properties and/or aecre’s business.
5. TAX DEDUCTIONS AND CREDITS CALCULATIONS.
5.1 Calculating Projected Deductions and Credits. aecre will use Your Content to calculate your projected tax deductions and credits, if any, such as for 179D, cost segregation, depreciation recapture reduction, or R&D tax credits. Any projected amounts are based on Your Content, as provided to aecre by you or on your behalf, and you are solely responsible for verifying the accuracy of such information.
5.2 Disclaimers.
(a) THIS SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, SUCH AS LEGAL, ACCOUNTING, TAX ADVICE, OR OTHER FINANCIAL ADVICE THAT IS TAILORED TO YOUR FINANCIAL PLANNING, GOALS, OR SITUATION. YOU SHOULD SEEK SUCH PROFESSIONAL SERVICE PROVIDERS FOR PROFESSIONAL TAX, FINANCIAL OR BUSINESS ADVICE CUSTOMIZED TO YOUR SPECIFIC NEEDS. THE SERVICES DO NOT CONSTITUTE ENGINEERING SERVICES, ENGINEERING ADVICE, LEGAL ADVICE, FINANCIAL ADVICE, INVESTMENT ADVICE, OR TAX PREPARATION/FILING.
(b) YOU HAVE THE SOLE AND FINAL RESPONSIBILITY TO PROVIDE ACCURATE AND COMPLETE INFORMATION FOR US TO PROVIDE THE SERVICES IN WHOLE OR IN PART. THIS RESPONSIBILITY INCLUDES PROVIDING THE SERVICES AND AECRE WITH TIMELY AND COMPLETE ACCESS TO ANY APPLICABLE INFORMATION. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF THE INFORMATION THAT IS PROVIDED TO US DIRECTLY BY YOU OR IMPORTED FROM ANY RELEVANT THIRD PARTY.
(c) YOUR PROJECTED TAX DEDUCTIONS OR CREDITS ARE ESTIMATES. WE DO NOT GUARANTEE THE ACCURACY OF YOUR PROJECTED AMOUNTS. WE CALCULATE YOUR PROJECTED TAX DEDUCTIONS OR CREDITS BASED ON CURRENTLY AVAILABLE INFORMATION PROVIDED BY YOU OR ON YOUR BEHALF, AS WELL AS TAX LAW GUIDANCE AS IT CURRENTLY EXISTS. CHANGES TO YOUR FINANCIAL SITUATION OR TAX LAW (INCLUDING CURRENT IRS INTERPRETATIONS), AND OTHER SIMILAR FACTORS, MAY CHANGE THE ULTIMATE OUTCOME OF YOUR TAX DEDUCTIONS OR CREDITS. THERE IS NO GUARANTEE OF ANY SPECIFIC TAX OUTCOMES, SAVINGS, OR IRS ACCEPTANCE.
6. USER CONDUCT.
As a condition of use, you agree not to use aecre Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through aecre Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without aecre’s prior written consent; (v) impersonates any person or entity, including any employee or representative of aecre; (vi) interferes with or attempt to interfere with the proper functioning of aecre Properties or uses aecre Properties in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against aecre Properties, including but not limited to violating or attempting to violate any security features of aecre Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in aecre Properties, introducing viruses, worms, or similar harmful code into aecre Properties, or interfering or attempting to interfere with use of aecre Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” aecre Properties.
7. FEES AND PURCHASE TERMS.
7.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide aecre with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or account of a payment provider (“Payment Provider”) such as PayPal or Stripe, or purchase order information, as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or Payment Provider account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing aecre with your credit card number or Payment Provider account and associated payment information, you agree that aecre is authorized to immediately invoice your Account for all fees and charges due and payable to aecre hereunder and that no additional notice or consent is required. You agree to immediately notify aecre of any change in your billing address or the credit card or Payment Provider account used for payment hereunder. aecre reserves the right at any time to change its prices and billing methods, either immediately upon posting on aecre Properties or by e-mail delivery to you.
7.2 Service Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Fee”) at the time you engage the Services (each, a “Service Commencement Date”). Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and aecre for the Services until aecre accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
7.3 Taxes. The payments required under Section 7.2 of this Agreement do not include any Sales Tax that may be due in connection with the services provided under this Agreement. If aecre determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, aecre shall collect such Sales Tax in addition to the payments required under Section 7.2 of this Agreement. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to aecre, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify aecre for any liability or expense aecre may incur in connection with such Sales Taxes. Upon aecre’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
7.4 Withholding Taxes. You agree to make all payments of fees to aecre free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to aecre will be your sole responsibility, and you will provide aecre with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
8. INDEMNIFICATION.
You agree to indemnify and hold aecre, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “aecre Party” and collectively, the “aecre Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any aecre Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. aecre reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with aecre in asserting any available defenses. This provision does not require you to indemnify any of the aecre Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to aecre Properties.
9. DISCLAIMER OF WARRANTIES AND CONDITIONS.
9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF AECRE PROPERTIES IS AT YOUR SOLE RISK, AND AECRE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. AECRE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
(a) AECRE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) AECRE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF AECRE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF AECRE PROPERTIES WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH AECRE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS AECRE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. AECRE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AECRE OR THROUGH AECRE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) FROM TIME TO TIME, AECRE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT AECRE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
9.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT AECRE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD AECRE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
9.3 Third-Party Materials. As a part of aecre Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for aecre to monitor such materials and that you access these materials at your own risk.
10. LIMITATION OF LIABILITY.
10.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL AECRE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT AECRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF AECRE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE AECRE PROPERTIES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH AECRE PROPERTIES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON AECRE PROPERTIES; OR (E) ANY OTHER MATTER RELATED TO AECRE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A AECRE PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A AECRE PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A AECRE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
10.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, AECRE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO AECRE BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) ONE HUNDRED DOLLARS ($100); OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A AECRE PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A AECRE PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A AECRE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
10.3 Content. EXCEPT FOR AECRE’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE AECRE’S PRIVACY POLICY, AECRE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
10.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AECRE AND YOU.
11. ENFORCEMENT.
If aecre becomes aware of any possible violations by you of the Agreement, aecre reserves the right to investigate such violations. If, as a result of the investigation, aecre believes that criminal activity has occurred, aecre reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. aecre is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in aecre Properties, including Your Content, in aecre’s possession in connection with your use of aecre Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of aecre, its Registered Users or the public, and all enforcement or other government officials, as aecre in its sole discretion believes to be necessary or appropriate.
12. TERM AND TERMINATION.
12.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use aecre Properties, unless terminated earlier in accordance with the Agreement.
12.2 Termination of Services by aecre. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if aecre is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), aecre has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in aecre’s sole discretion and that aecre shall not be liable to you or any third party for any termination of your Account.
12.3 Termination of Services by You. If you want to terminate the Services provided by aecre, you may do so by (a) notifying aecre at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to aecre’s address set forth below.
12.4 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. aecre will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12.5 No Subsequent Registration. If your registration(s) with, or ability to access, aecre Properties or any other aecre community, is discontinued by aecre due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access aecre Properties, and you acknowledge that you will not be entitled to receive a refund for fees related to those aecre Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, aecre reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
13. DISPUTE RESOLUTION.
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires users to arbitrate disputes with aecre and limits the manner in which you can seek relief from us.
13.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with aecre, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or aecre may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
13.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: United States Corporation Agents, Inc., 10601 Clarence Dr, Suite 250, Frisco, TX 75033. The arbitration will be conducted by the American Arbitration Association (AAA), an established alternative dispute resolution provider. Disputes shall be subject to AAA’s most current version of the Commercial Arbitration Rules, available at https://www.adr.org/Rules. AAA’s rules are also available at www.adr.org or by calling AAA at 1-800-778-7879. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay AAA’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from AAA, aecre will pay them for you. In addition, aecre will reimburse all such AAA’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and aecre. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
13.4 Waiver of Jury Trial. YOU AND AECRE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and aecre are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
13.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in Houston, Texas. All other disputes, claims, or requests for relief shall be arbitrated.
13.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@aecreconsulting.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your aecre username (if any), the email address you used to set up your aecre account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
13.7 Severability. Except as provided in Section 13.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
13.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with aecre.
13.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if aecre makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing aecre at the following address: 3120 Southwest Fwy Ste 101 #583996, Houston, TX 77098.
14. THIRD-PARTY SERVICES.
The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. aecre does not control and is not responsible for Third-Party Links. aecre provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk. When you leave the Services, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Links, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
15. GENERAL PROVISIONS.
15.1 Electronic Communications. The communications between you and aecre may take place via electronic means, whether you visit aecre Properties or send aecre e-mails, or whether aecre posts notices on aecre Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from aecre in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that aecre provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
15.2 Release. You hereby release aecre Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of aecre Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of aecre Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a aecre Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website.
15.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without aecre’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
15.4 Force Majeure. aecre shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
15.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to aecre Properties, please contact us at: 3120 Southwest Fwy Ste 101 #583996, Houston, TX 77098 or support@aecreconsulting.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
15.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and aecre agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Houston, Texas.
15.7 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF TEXAS, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
15.8 Notice. Where aecre requires that you provide an e-mail address, you are responsible for providing aecre with your most current e-mail address. In the event that the last e-mail address you provided to aecre is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, aecre’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to aecre at the following address: 3120 Southwest Fwy Ste 101 #583996, Houston, TX 77098. Such notice shall be deemed given when received by aecre by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
15.9 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
15.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
15.11 Export Control. You may not use, export, import, or transfer aecre Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained aecre Properties, and any other applicable laws. In particular, but without limitation, aecre Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using aecre Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use aecre Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by aecre are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer aecre products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
15.12 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
15.13 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.