1. Your relationship with ESD
1.1 Your use of or contribution to any information, reports, products, programs, initiatives, committee or other work product, software, services or websites (including without limitation Basecamp project management website, chat rooms, blogs, social or other media sites) administered, hosted, utilized or endorsed directly or indirectly by The Engineering Society of Detroit (referred to collectively as the “Services” in this document and excluding any services provided to you by ESD under a separate written agreement) constitutes your acceptance with and is subject to the terms of this legal agreement between you and ESD. “ESD” means The Engineering Society of Detroit, whose principal place of business is at 20700 Civic Center Drive, Suite 450, Southfield, Michigan 48076 USA. This document explains how this agreement is made up, and sets out the terms of our agreement.
1.2 Unless otherwise agreed in writing with ESD, your agreement with ESD will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3 Your agreement with ESD will also include the terms of any Legal Notices applicable to the Services or Contents, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms.” Where Additional Terms apply to a Service or Content, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and ESD in relation to your use of the Services and Content. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services or Contents, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by ESD in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that ESD will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services or Content and may not accept the Terms if (a) you are not of legal age to form a binding contract with ESD, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3. Provision of the Services by ESD
3.1 ESD is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which ESD provides may change from time to time without prior notice to you.
3.2 As part of this continuing innovation, you acknowledge and agree that ESD may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at ESD’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform ESD when you stop using the Services.
4. Use of the Services by you
4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to ESD will always be accurate, correct and up to date.
4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by ESD, unless you have been specifically allowed to do so in a separate agreement with ESD. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
4.5 Unless you have been specifically permitted to do so in a separate agreement with ESD, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
4.6 You agree that you are solely responsible for (and that ESD has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which ESD may suffer) of any such breach.
5. Your passwords and account security
5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account that you may be required to use to access the Services.
5.2 Accordingly, you agree that you will be solely responsible to ESD for all activities that occur under your account.
5.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify ESD immediately.
6. Privacy and your personal information
6.2 You agree to the use of your data in accordance with ESD’s privacy policies.
7. Content in the Services
7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
7.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to ESD (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by ESD or by the owners of that Content, in a separate agreement.
7.3 ESD reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
7.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
7.5 You agree that you are solely responsible for (and that ESD has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which ESD may suffer) by doing so.
8. Proprietary rights to Services and ESD Content
8.1 You acknowledge and agree that ESD (or ESD’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by ESD and that you shall not disclose such information without ESD’s prior written consent.
8.2 Unless you have agreed otherwise in writing with ESD, nothing in the Terms gives you a right to use any of ESD’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with ESD, then you agree that your use of such features shall be in compliance with that agreement.
8.4 You acknowledge and agree that ESD (or ESD’s licensors) own all legal right, title and interest in and to any Content created by ESD, including any intellectual property rights which subsist to any Content that ESD submits, posts, transmits or displays on, or through, the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Such Content shall not be used, copied or exploited through derivative works or otherwise without the express prior written permission of ESD. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services or such Content. Unless you have been expressly authorized to do so in writing by ESD, you agree that in using the Services or such Content, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9. Content Licence from you
9.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give ESD a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute and exploit (for revenue-generating purposes or otherwise) any Content which you submit, post or display on or through, the Services.
9.2 You agree that this licence includes a right for ESD to make such Content available to other companies, organizations or individuals with whom ESD has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
9.3 You understand that ESD, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit ESD to take these actions.
9.4 You confirm and warrant to ESD that you have all the rights, power and authority necessary to grant the above licence and that the above licence survives any termination of our Universal Agreement.
10. Ending your relationship with ESD
10.1 The Terms will continue to apply until terminated by either you or ESD as set out below.
10.2 If you want to terminate your legal agreement with ESD, you may do so by notifying ESD at any time. Your notice should be sent, in writing, to ESD’s address which is set out at the beginning of these Terms.
10.3 ESD may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) ESD is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom ESD offered the Services to you has terminated its relationship with ESD or ceased to offer the Services to you; or
(D) ESD is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by ESD is, in ESD’s opinion, no longer commercially viable.
10.4 Nothing in this Section shall affect ESD’s rights regarding provision of Services under Section 4 of the Terms.
10.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and ESD have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 15.5 shall continue to apply to such rights, obligations and liabilities indefinitely.
11. EXCLUSION OF WARRANTIES
11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT ESD’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
11.3 IN PARTICULAR, ESD, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
11.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
11.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ESD OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
11.6 ESD FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
12.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ESD, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH ESD MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE ESD WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
12.2 THE LIMITATIONS ON ESD’S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT ESD HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13. Other content
13.1 The Services may include hyperlinks to other web sites or content or resources. ESD may have no control over any web sites or resources which are provided by companies or persons other than ESD.
13.2 You acknowledge and agree that ESD is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources..
13.3 You acknowledge and agree that ESD is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
14. Changes to the Terms
14.1 ESD may make changes to Agreement at any time and for any reason.
14.2 You understand and agree that if you use the Services after the date on which the Agreement has changed, ESD will treat your use as acceptance of the updated Agreement.
15. General legal terms
15.1 The Terms constitute the whole legal agreement between you and ESD and govern your use of the Services (but excluding any services which ESD may provide to you under a separate written agreement), and completely replace any prior agreements between you and ESD in relation to the Services.
15.2 You agree that ESD may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
15.3 You agree that if ESD does not exercise or enforce any legal right or remedy which is contained in the Terms (or which ESD has the benefit of under any applicable law), this will not be taken to be a formal waiver of ESD’s rights and that those rights or remedies will still be available to ESD.
15.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
15.5 The Terms, and your relationship with ESD under the Terms, shall be governed by the laws of the State of Michigan without regard to its conflict of laws provisions. You and ESD agree to submit to the exclusive jurisdiction of the courts located within the county of Oakland County, Michigan to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that ESD shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.