WHERE MINDS CONVERGE

aecKnowledge Terms of Service (effective as of January 1, 2013)

1. Description of Site; Your agreement to our Terms and modifications

aecKnowledge Inc. is a California corporation that owns and operates the aecKnowledge.com website, and other properties ("aecKnowledge" or "we" or "us"). Before using the aecKnowledge website or any video, audio, applications, features or functionality available on or through the website (collectively, the "Site"), you agree to be bound by these terms, including the privacy policy, and you agree to follow the guidelines and policies that we may post on the Site or provide you from time to time.

aecKnowledge.com is a knowledge sharing application and community enabling professionals throughout the architecture, engineering, construction, urban planning and related industries and firms to connect and collaborate and share professional learnings and experiences. You and other members of aecKnowledge and users of our Site have access to articles, video files, resources, discussions, questions and answers, and applications that are intended to share knowledge, information and experiences with other professionals. Many of these resources are contributed by people from a variety of backgrounds and represent a diversity of perspectives, experience and approaches to issues that may be of interest to you.

In addition to being a knowledge center where content is contributed by leaders in the fields of architecture, engineering, construction, urban planning and related industries, the Site is also a platform for you to comment and share your ideas with others. In return for our display of your content for any period of time, you agree to grant the license to aecKnowledge described in Section 3 hereof.

We also give you the ability to create a unique personal profile and to post information about the firm in which you own and/or are employed in order to find others who share your interests and for others to find you. To find out more about our Site, please go to http://www.aecKnowledge.com

The Site is for general research and informational purposes only. We publish video, audio, articles, discussions and/or other content from current and past contributors. The information on the Site represents the opinions and perspectives of a variety of contributors and users of the Site since its inception. You should assume that we have not independently verified the accuracy, thoroughness, or relevance of the content available on the Site. All of the content and information appearing on the Site is subject to the disclaimers set forth below in Section 8.

We reserve the right from time to time to temporarily or permanently modify or discontinue, and restrict or block access to, the Site (or any part thereof) without notice and for any reason. We may temporarily or permanently modify or remove any part or all of your content from the Site at any time without any notice to you. We will not be liable to you or any third party for any such modification, suspension, discontinuance or removal and any such action by us will not affect aecKnowledge's license to your content as stated herein.

You agree that from time to time we may, at our sole discretion, modify, add or remove any or all parts of these Terms and the Privacy Policy. We will provide notice to you of any material changes in the Terms by posting notice to the Site. Your continued use of the Site after our notice to you of a change in the Terms means that you have agreed to the amended Terms.

2. Posting User Generated Content on the Site; Representations and Warranties

You have the ability to interact with the Site and other users by posting comments, engaging in project discussions, participating in the forums, uploading photos, and a variety of other ways (all such submissions or postings collectively referred to as "User Generated Content"). By submitting or posting any User Generated Content on the Site, you warrant and represent that:

a. you own all rights in your User Generated Content and the performance contained in your User Generated Content or, alternatively, you have acquired all necessary rights in your User Generated Content to enable you to grant to aecKnowledge the rights in your User Generated Content described herein and for us to exercise the rights with respect to such User Generated Content that you grant herein;
b. you are the individual pictured, depicted, and/or heard in your User Generated Content, or, alternatively, you have obtained permission (and, if applicable, publicity rights) from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in your User Generated Content to grant the rights to aecKnowledge described herein;
c. you will make such permissions available to aecKnowledge upon request;
d. your User Generated Content is not defamatory in nature, does not infringe the intellectual property rights, privacy, rights to publicity or any other legal or moral rights of any third party.
e. you will not Post any information or material which may constitute or encourage conduct that is a criminal offense, tort, or civil wrong or otherwise violates any applicable law.

You acknowledge that the Site does not have any "digital rights management" or other security technology features to restrict someone who receives Content from copying and redistributing it. To post User Generated Content on the Site, you must first complete the Site registration process to create an account with a user name and password (the "Account"). You agree to provide and keep current accurate information during the registration process, when contributing User Generated Content or when otherwise using the Site. You agree to safeguard your user name and password, and you authorize us to accept any use of the Site through your Account as being used by you or someone authorized to act for you. When you submit ideas, suggestions, or proposals (collectively, "Ideas") to us, you acknowledge and agree that: (i) your Ideas do not include confidential or proprietary information, you have all necessary rights to submit them to us and that they do not and will not infringe or violate any third party rights of any kind; (ii) we may have already created, or be in the process of creating, content that may be substantially similar to your Ideas or work samples at the time you submit those ideas or samples to us, and we may use and disclose your Ideas in any way; and (iii) we have no obligation to pay or reimburse you for your Ideas or our use of your Ideas.

3. User Generated Content; Ownership and License Rights

You retain ownership of your copyrights and other intellectual property and proprietary rights in any User Generated Content you post to the Site, subject to the non-exclusive rights that you grant to us as described in these Terms. These Terms do not prevent you from granting similar rights to others.

You hereby grant aecKnowledge a worldwide, royalty-free, freely transferable, freely sublicensable (through unlimited levels of sublicense), non-exclusive license to use, reproduce, modify, transmit, distribute, publicly perform and display (including in each case by means of a digital audio & video transmission), and create derivative works of the User Generated Content, in any form, media, or technology now known or later developed. You also hereby waive any moral rights you may have in such User Generated Content under the laws of any jurisdiction. You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms. You agree that we may (but are not obligated to) display your User Generated Content, your user name and your user profile.

You acknowledge that the posting of your User Generated Content for any period of time is sufficient consideration for the license granted herein to aecKnowledge.

You may choose from time to time to remove or modify User Generated Content that you previously posted on the Site if doing so would not interfere with other users' ability to enjoy the Site. But if prior to such removal or modification, aecKnowledge has created, or developed specific plans to create, any electronic or printed materials containing such User Generated Content (e.g., in advertising, promotion or otherwise), then you agree that aecKnowledge may continue to exploit materials containing such User Generated Content after you have removed or modified that User Generated Content. However, six (6) months after you have removed or modified that User Generated Content, you may send us written notice to cease displaying such materials, in which event we will use commercially reasonable efforts to cease displaying such materials within thirty (30) days of our receipt of such notice. Your written notice to us must be sent to: 142 Almonte Boulevard, Mill Valley, CA 94941-3558, Attn: User Content Agent, or to content@aecKnowledge.com, and contain the following information:

a. your name, address, telephone number, and email address;
b. the user name for your Account;
c. your electronic or physical signature;
d. identification of the specific User Generated Content;
e. identification of the materials containing the User Generated Content in question, including the title and the URL where it may be viewed;
f. identification of the approximate date on which you removed or modified the User Generated Content contained in such materials;
g. a statement that you would like aecKnowledge to cease using such materials containing such User Generated Content; and
h. your certification that you own or have the exclusive rights to such User Generated Content.

Although we strive to maintain high standards for the Site, we are under no obligation to regularly monitor the accuracy or reliability of User Generated Content appearing on the Site. Notwithstanding the foregoing, we reserve the right to modify or remove any User Generated Content at any time. Any opinions, advice, statements, services, offers, or other information or User Generated Content expressed or made available by third parties, including other users, are those of the respective author(s) or distributor(s) and not of aecKnowledge. aecKnowledge neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on this Site by anyone other than authorized aecKnowledge employees acting in their official capacities.

Our Site is protected by intellectual property laws and you agree to respect them. aecKnowledge grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights aecKnowledge has in the content on the Site, to privately display and perform the Site on your computer for your own personal, noncommercial purposes. aecKnowledge reserves all other rights in the content on the Site, on its own behalf and the behalf of its licensors (including contributors), and aecKnowledge does not, directly or by implication, by estoppel or otherwise, grant any other rights or licenses to you under these Terms. Except as expressly stated in this paragraph, you may not reproduce, distribute, modify, publicly perform or display, or prepare derivative works of any content on the Site without prior written consent from aecKnowledge or the third-party owner of the rights in that User Generated Content (if any).

4. Prohibited Actions

You agree not to post or submit to the Site any content or any other materials that is or could appear to be:

a. untrue, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive to another person's privacy or protected data, hateful, or racially, ethnically or otherwise objectionable;
b. infringing or alleged to be infringing upon a third party's rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any content that is the subject of any third party claim of infringement;
c. of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationships, such as inside information and proprietary and confidential information;
d. unsolicited, undisclosed or unauthorized advertising;
e. software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
f. data or information obtained through access that was not authorized by the owner of the data or information, or with respect to which such posting would constitute unauthorized use; or
g. in violation of any applicable local, state, national or international law, regulation, or statute including export laws.

You further agree not to do, or attempt to do, any of the following:

a. access or use the Site in any way that violates or is not in full compliance with any applicable local, state, national or international law, regulation, or statute (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms;
b. access, tamper with, or use services or areas of the Site that you are not authorized to access;
c. alter information on or obtained from the Site;
d. tamper with postings, registration information, profiles, submissions or User Generated Content of other users;
e. use any robot, spider, scraper or other automated means or interface not provided by us to access the Site or extract data or gather or use information, such as email addresses, available from the Site or transmit any unsolicited advertising, "junk mail," "spam," or "chain letters";
f. frame any part of the Site, or link to the Site, or otherwise make it look like you have, or any third party organization has, a relationship to or endorsed us, or that we have endorsed you or your User Generated Content for any purpose except as expressly permitted in writing by aecKnowledge;
g. impersonate or misrepresent your affiliation with any person or entity;
h. reverse engineer any aspect of the Site or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Site (except as otherwise expressly permitted by law);
i. send to or otherwise impact us or the Site (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware," "adware" or other code that could adversely impact the Site or any recipient; or
j. take any action which might impose a significant burden, as determined by us, on the Site's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Site.

5. Termination or Cancellation

You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate these Terms, your access to the Site, and/or your Account, or suspend or block your access to the Site. If your Account or access to the Site is terminated for any or no reason, you may no longer have access to the User Generated Content you posted on the Site. In such event, aecKnowledge may continue to exploit electronic or printed materials it has created, or developed specific plans to create, that contain such User Generated Content according to the terms contained in Section 3 with respect to removal or modification of User Generated Content previously posted on the Site.

The provisions entitled "Posting User Generated Content on the Site; Representations and Warranties," "User Generated Content; Ownership and License Rights," "Prohibited Actions", "Termination or Cancellation," "Dealings with Merchants; Links," "Indemnification," "Disclaimer of Warranties; Exclusion of Damages; Limitation of Liability" "Trademarks and Copyrights," "Copyright Infringement," "Notices" and "Additional Terms," and terms incorporated herein including our Privacy Policy, shall survive termination of these Terms.

6. Dealings with Merchants; Links

The Site may contain advertisements, offers, or other links to other websites and resources of third parties that we do not control. You acknowledge and agree that aecKnowledge is not responsible or liable for (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products or services on or available from such sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. Once you choose to link to another website, you should read and understand that website's privacy statement before disclosing any personal information.

Your correspondence or business dealings with, or participation in promotions of, third party merchants or advertisers that are found on or through the Site or which provide links on the Site are solely between you and such merchant or advertiser. You waive any claim against aecKnowledge and agree to hold aecKnowledge harmless from any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on the Site.

7. Indemnification

As a condition of your access to and use of the Site, you agree to hold aecKnowledge and its subsidiaries, affiliates, officers, directors, employees and agents, and each of their respective successors and assigns, harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including but not limited to attorneys' fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the Site and the content therein; (ii) your violation of these Terms (including terms incorporated into them, e.g., the Privacy Policy), and any applicable law or the rights of another person or party; (iii) any dispute you have or claim to have with one or more users of the Site; and (iv) aecKnowledge's resolution (if any) of any dispute you have or claim to have with one or more users of the Site.

8. Disclaimer of Warranties; Exclusion of Damages; Limitation of Liability

Since operation and functionality of the Site depend on factors such as the type of hardware, software, or network you are using, there is a possibility that the Site may not work on your computer, be interrupted or have errors in its operation, or may interfere or even harm the operation of your computer; aecKnowledge does not warrant the successful operation of the Site on your computer, and we are not liable for any such problems that result from your use of the Site.

MOREOVER, THE SITE MAY CONTAIN ADVICE, OPINIONS, INSTRUCTIONS AND STATEMENTS FROM AECKNOWLEDGE, A VARIETY OF ITS USERS AND OTHER CONTENT AND INFORMATION PROVIDERS. THIS CONTENT IS INTENDED TO BE USED FOR INFORMATIONAL PURPOSES ONLY. YOU USE THE SITE AND CONTENT AT YOUR OWN RISK. THE SITE IS PROVIDED BY AECKNOWLEDGE ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AECKNOWLEDGE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION OR CONTENT INCLUDED ON THE SITE. AECKNOWLEDGE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AECKNOWLEDGE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE.

YOU AGREE THAT NEITHER AECKNOWLEDGE NOR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, ATTORNEYS AND SUPPLIERS, WILL BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST TIME, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN CONTRACT, TORT, STRICT OR PRODUCT LIABILITY OR OTHERWISE. YOU AGREE THAT ALL DEMANDS OF WHATEVER KIND ASSESSED AGAINST AECKNOWLEDGE OR ANY OF ITS THIRD-PARTY LICENSORS ARISING OUT OF OR RELATING TO THE USE OF THE SITE SHALL NOT EXCEED $100.

9. Trademarks and Copyrights

The trademarks "aecKnowledge", "kTalks", "Request for Knowledge", "rfKnowledge", "rfK", "kQueries", "kWiki", "kAlliance", "kResources", and "Where Minds Converge" and all other trademarks listed below or used in the Site are owned or used under license by aecKnowledge and its affiliated organizations. The names of third parties and their products mentioned may be their trademarks. You may not use any of the above or other trademarks displayed on this Site or in any Site content. All rights are reserved.

aecKnowledge respects the intellectual property rights of others and requests that the people who use the Site do the same. If you believe that your work has been reproduced and is accessible on the Site in a way that constitutes copyright infringement, you may notify us and the basis for your belief, in writing, at the address set forth in Notices, below. It is our policy to terminate in appropriate circumstances any Account for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate an Account for even one instance of infringement.

10. Notices and Feedback

Except as otherwise provided in these Terms, aecKnowledge will give you any notices by posting them on the Site. You authorize aecKnowledge to send notices (including without limitation notice of subpoenas or other legal process, if any) via electronic mail as well if aecKnowledge decides, in its sole discretion, to do so. You may also send us any notice, and invited to send us feedback on the Site and its content, by email to notices@aecKnowledge.com and/or mailing it to our address which is: aecKnowledge Inc., 142 Almonte Boulevard, Mill Valley, CA 94941-3558.

11. Additional Terms

You agree that all of your transactions with or through the Site may, at our option, be conducted electronically from start to finish. You are responsible for compliance with applicable laws. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms. Neither of us intends that any third party will be a beneficiary of or entitled to rely on any part of these Terms. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. These Terms are personal to you and you may not transfer, assign or delegate them to anyone without the express written permission of aecKnowledge. aecKnowledge shall have the right to transfer, assign and/or delegate these Terms to one or more third parties without your permission.

This Site is controlled by us from our offices within the United States of America and is directed to U.S. users. If you choose to access this Site from locations outside the U.S., you do so at your own risk and you are responsible for compliance with applicable local laws. You may not use or export anything from the Site in violation of U.S. export laws and regulations or the Terms. These Terms and all performances and claims of every nature (including without limitation, contract, tort and strict liability) relating in any way to any aspect of the Site will be governed by the laws of the State of California, U.S.A., without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. You and aecKnowledge agree to submit to the personal and exclusive jurisdiction of the courts located within San Francisco County, California. Any disputes regarding such claims or arising under or related in any way to these Terms or the Site shall be heard exclusively in the appropriate forum in California. You hereby consent to jurisdiction in a state or federal court sitting in San Francisco, California and waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by California or federal law. Any action concerning any dispute you may have with respect to this Site must be commenced within one year after the cause of the dispute arises, or the cause of action is barred.

In the event of any litigation or arbitration arising from or related to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred, including court costs, attorney's fees and all other related expenses of such litigation or arbitration. In the event of a non-adjudicative settlement or litigation between the parties other than mediation, the term "prevailing party" shall be determined by that process.

These Terms (including terms incorporated into them, e.g., the Privacy Policy) comprise the entire agreement (the "Entire Agreement") between you and aecKnowledge with respect to the use of the Site and supersedes all contemporaneous and prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement. The failure of aecKnowledge to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or aecKnowledge's right to act with respect to subsequent or similar breaches.

© 2017 aecKnowledge, Inc. U.S.A. All rights reserved.