Skip to content
Join for Free
    Sign In Join for Free

      Terms Of Use


      Acelab General Terms and Conditions
      Last revised December 1, 2025


      ACELAB, INC. (“ACELAB”) PROVIDES THE ACELAB SERVICES (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE ACELAB GENERAL TERMS AND CONDITIONS (THIS “AGREEMENT” OR THE “TERMS”) AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT”, BY EXECUTING OR SUBMITTING ANY ORDER FORM (AS DEFINED BELOW), OR BY ACCESSING OR USING THE ACELAB SERVICES IN ANY MANNER, CUSTOMER (AS DEFINED BELOW): (A) ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE ACELAB PRIVACY POLICY, AVAILABLE AT https://acelabusa.com/privacy-policy; (B) AFFIRMS THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.  


      We may modify this Agreement at any time by posting a revised version at https://acelabusa.com/terms-of-use and the revised version will become effective on the day it is published; provided, however, that if an Order Form specifies a fixed term of twelve (12) months or longer, the modifications will instead be effective immediately upon the start of the next renewal Term, if applicable. In either case, if any change to this Agreement is not acceptable to Customer, as Customer’s sole and exclusive remedy, Customer may choose not to renew, including canceling the auto-renewal of any Terms, in accordance with Section 8.2. For the avoidance of doubt, any Order Form is subject to the version of the Agreement in effect at the time of the Order. Please note that if Customer has certain negotiated terms with Acelab that do not permit Acelab to make unilateral changes, those negotiated terms will remain the same and not be affected by the updated terms. 

      1.    SCOPE AND DEFINITIONS
      1.1    Scope. These Acelab General Terms and Conditions shall apply to the licensing of the Acelab Services, as ordered by Customer in the applicable Order Form. Acelab provides a proprietary materials management SaaS platform. 
      1.2    Definitions. Capitalized terms not otherwise defined shall have the meaning set forth in this section.
      1.2.1    “Acceptance Date” means the date on which Customer signs the Order Form.
      1.2.2    “Acelab Services” means any services made available by Acelab to Customer as SaaS under the Order Form, including any implementation services.
      1.2.3    “Acelab Properties” means the Acelab Services and Documentation, including all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications and improvements thereof, and all derivative works of any of the foregoing.
      1.2.4    “Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.
      1.2.5    “Agreement” means, collectively, these Acelab General Terms and Conditions and the Order Form executed by the parties.
      1.2.6    “Authorized User” means a Customer employee or contractor who is authorized by Customer to use the Acelab Services on behalf of Customer.
      1.2.7    “Customer” means the company defined in the Order Form, which orders the Acelab Services and/or to whom, pursuant to an Order Form, the Acelab Services is licensed to and/or whose Authorized Users accesses and uses the Acelab Services.
      1.2.8    “Customer Data” means any data, information, or other content that is made available, by or on behalf of Customer or any Authorized User, for upload to or access, analysis, display or processing by the Acelab Services.
      1.2.9    “Documentation” means Acelab’s published user documentation that describe the design, functions, operation, or use of the Acelab Services ordinarily made available to all its customers.
      1.2.10    “Fee“ means any fees which Customer is required to pay in accordance with this Agreement and the Order Form.
      1.2.11    “Intellectual Property Rights” means any worldwide common law and statutory rights, whether arising under the applicable law or any other state, country, jurisdiction, government, or public legal authority, associated with (i) patents, utility models, and invention disclosures and applications therefor, (ii) trade secrets, know-how and proprietary information, (iii) copyrights, works of authorship, copyrights registrations and applications thereof; (iv) trademarks, service marks, designs and other designations of source, (v) industrial designs, (vi) all rights in databases and data collections, (vii) all moral and economic rights of authors and inventors, however denominated, (viii) rights to apply for, file for, certify, register, record, or perfect any of the foregoing, and (ix) any similar or equivalent rights to any of the foregoing (as applicable).
      1.2.12    “Order Form” means the Order Form for Acelab Services or any other document as agreed by the parties, specifying the options chosen by Customer for the Acelab Services as well as Fees and additional conditions. 
      1.2.13    “Support” means support services in connection with the Acelab Services under the respective support plan indicated in the Order Form, if any.
      1.2.14    “Term” means the duration of the license subscription for the Acelab Services and the Support as set forth in the applicable Order Form.
      2.    Acelab Services
      2.1    Acelab Services Usage Rights. Subject to the terms and conditions of this Agreement, including payment by Customer of the Fees, Acelab hereby grants to Customer, during the Term of the applicable Order Form, a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license for its Authorized Users to access and use the Acelab Services, solely for Customer’s internal business purposes up to the permitted metrics listed in the Order Form. Any license overages will be charged in accordance with Section 4.3. Acelab shall make available the Acelab Services over the Internet as SaaS. Access credentials for the Acelab Services may not be shared with third parties. Customer shall be responsible for all use of the Acelab Services by Authorized Users. Customer hereby grants Acelab a nonexclusive, worldwide, transferable, sublicensable, revocable, royalty-free, fully paid-up license to extract, process, display, copy, store, transmit, modify, and otherwise access and use the Customer Data for purposes of providing Acelab Services and making Acelab Services available to Customer and its Authorized Users, and for such other purposes as may be set forth herein during the Term. This license includes the right to run Customer Data through software and artificial intelligence models in order to provide the Acelab Services and to test, validate, and improve the performance of the artificial intelligence models and the Acelab Services. 
      2.2    Acelab Services Restrictions. Customer agrees to access and use Acelab Services solely for Customer’s internal business purposes, in accordance with the Documentation, and in accordance with all applicable laws. Customer shall not (and shall ensure that Customer’s Authorized Users do not): (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer Acelab Services (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of Acelab Services, or use any part of Acelab Services for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease Acelab Services; (iv) remove any copyright or proprietary notices contained in Acelab Services or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by Acelab Services; (vi) access or use (or permit a third party to access or use) Acelab Services for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of Acelab Services or for any other benchmarking or competitive purposes; (vii) attempt to gain unauthorized access to Acelab Services or any related systems, software or networks; (viii) access Acelab Services in order to build a competitive product or service, or copy any features, functions or graphics of Acelab Services; (ix) use Acelab Services to transmit viruses or malicious code; or (x) make any use of, or take any other action with respect to, Acelab Services or any component thereof in a manner that violates applicable law or any provision of the Agreement. Acelab may suspend or terminate Customer’s or any Authorized User’s access to Acelab Services, or any component thereof, if Acelab reasonably determines that Customer or any Authorized User has violated any term or condition of the Agreement. Customer shall be liable to Acelab for any violation of the terms and conditions of the Agreement by Customer or by any Authorized User.
      2.3    Trademarks. Customer grants Acelab a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use Customer’s names, trademarks, service marks and logos associated with it ("Customer Trademarks") to operate, provide, and promote the Services and to perform Acelab’s obligations under this Agreement. This license will survive any termination of the Agreement solely to the extent that Acelab requires the license to exercise any rights or perform any obligations that arose during the Term.
      2.4    Acelab Services Support. Acelab shall provide Customer with Support in respect for  Acelab Services as part of the Fees at no additional charge for the Term. 
      2.5    For Customers that are Architect(s)+Owners Acknowledgement. Customer acknowledges and agrees that the Acelab Services are not a marketplace, and any contract of sale made via introduction through the Services is directly and only between Customer and the vendor. For the avoidance of doubt, Acelab is not the seller or merchant of record and has no responsibility for any materials, the goods or services Customer may buy, or any aspect of the transaction between Customer and any vendors listed on the  Acelab Services.
      2.6    For Customers that are Manufacturers + Distributors Acknowledgement.  Customer acknowledges it is the seller or merchant of record for all sales made via introduction through the Services. Customer is responsible for the creation and operation of its goods and services that Customer may advertise for sale through the Services, and all aspects of the transactions between Customer and its end customer(s). This includes, but is not limited to, authorizing the charge to the end customer in respect of the end customer's purchase, determining and collecting taxes, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where Customer offers products or services for sale), or Customer’s breach of this Agreement. Customer is responsible for its listings you create using Acelab Services and tools. For the avoidance of doubt, Acelab is not the seller or merchant of record and has no responsibility for Customer’s materials, the goods or services Customer may sell, or any aspect of the transaction between Customer and its end customer(s).
      2.7    Technical Requirements. Access to and use of Acelab Services by Customer and any Authorized Users is dependent upon access to telecommunications and Internet services. Customer acknowledges that Customer, and not Acelab, is responsible for acquiring and maintaining any telecommunications or Internet services or other hardware or software that Customer or its Authorized Users may need to access and use Acelab Services, and for all costs, fees, expenses, and taxes of any kind related to the foregoing.
      2.8    Platform Provider. In order to provide the Acelab Services, Acelab may outsource its platform infrastructure and obtain services from platform service providers (each, a “Platform Provider”). Acelab may change, discontinue, or replace Platform Providers, provided there is no material change to, discontinuation or termination of the Acelab Services or applicable data protection standards. Acelab will use commercially reasonable efforts to announce any transition to a different Platform Provider at least one month in advance.
      3.    OWNERSHIP
      3.1    Ownership of Intellectual Property. Acelab retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Acelab Properties. Customer retains all rights, title, and interest in and to the Customer Data.  Customer may not remove, alter, or obscure any proprietary rights notices contained in or affixed to the Acelab Properties.
      3.2    No Rights by Implication. Except for the rights expressly granted in this Agreement, no license or right is granted to Customer by Acelab by implication or otherwise.
      3.3    Feedback. To the extent Customer or any Authorized User provides Acelab with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Acelab Services or other Acelab Properties (collectively, “Feedback”), Customer hereby assigns and agrees to assign to Acelab all right, title and interest in and to such Feedback, including any Intellectual Property Rights therein, and acknowledges and agrees that Acelab is free to use such Feedback in any manner, including by implementing such Feedback in Acelab’s Acelab Services and services, without compensation or other obligation to Customer or any Authorized User, and without any attribution to Customer or any Authorized User.
      4.    FEES AND TRIALS
      4.1    Payment Terms. Except as otherwise set forth in an Order Form, Fees will be due and payable thirty (30) days after Customer’s receipt of an undisputed invoice. Customer shall provide Acelab with accurate billing and contact information and notify Acelab of any changes to such information. All Fees are non-refundable and non-cancellable except as otherwise set forth herein.
      4.2    Renewal Term Fees. Acelab reserves the right to modify the Fees payable by Customer for any Order Form renewal upon at least sixty (60) days’ written notice to Customer prior to expiration of the applicable Order Form’s then-current Term.
      4.3    Subscriptions and True up. Except as otherwise provided in the applicable Order Form, Acelab Services licenses are purchased for the Term stated therein. License quantities cannot be decreased during the Term. If Customer’s actual license usage for quantity of Authorized Users exceeds the licensed quantity set forth in the Order Form, Acelab and Customer will true-up on a go forward basis upon the annual renewal. 
      4.4    Interest. If any Fees payable under this Agreement are not paid when due then, without prejudice to Acelab’s other rights under this Agreement, that sum will bear interest from the due date until the date when payment is received by Acelab, both before and after any judgment, at the rate of one and a half percent (1.5%) per month, or if lower the maximum rate allowed by applicable law. In the event Customer in good faith disputes any Fees due under any invoice issued by Acelab, Customer shall pay the undisputed amount, and the parties shall use diligent efforts to resolve any such dispute. Acelab will also be entitled to recover from Customer the reasonable costs and expenses incurred in connection with collecting any undisputed delinquent Fees (including without limitation costs of investigation, collection agency, court and attorneys' fees).
      4.5    Resellers and Payment Processors. Customer may elect to purchase certain Acelab Services through a reseller authorized by Acelab to resell the Acelab Services ("Reseller") or elect to pay for the Acelab Services through a third party that processes Customer's payments (each a "Payment Processor"). Customer's obligation for payment to, and relationship with, such Reseller or Payment Processor is between Customer and such Reseller or Payment Processor and is governed by the Customer’s agreement with such Reseller or Payment Processor. If Customer elects to use a Reseller or Payment Processor in connection with the Acelab Services, Customer acknowledges and agrees that information about Customer, this Agreement and any Order Forms may be disclosed to such Reseller or Payment Processor. 
      4.6    Taxes. All payments, Fees, and any other charges payable by Customer to Acelab under this Agreement are exclusive of all local, state, federal and foreign taxes, levies and duties of any nature, including sales, goods and services, value added, property, excise, withholding and use taxes (collectively, “Taxes”). Customer shall bear, and is responsible for paying, all Taxes imposed on Customer or Acelab arising out of this Agreement, excluding any tax based on Acelab’s net income.
      4.7    Free Trials. Customer’s subscription to the Acelab Services may be preceded by a trial (a “Trial”). If Customer receives a Trial, Customer may only use those portions of the Acelab Services included in the Trial and only for the duration of that Trial, in each case as communicated by Acelab to Customer in writing, and only for the purpose of evaluating the desirability of purchasing a subscription to the Acelab Services. Upon the expiration of any Trial, Customer’s access to the Acelab Services will cease, except to the extent Customer has purchased and/or registered for a subscription license under an Order Form in accordance with the terms hereof.
      5.    WARRANTY AND LIABILITY
      5.1    Limited Warranty and Remedy. Acelab warrants to Customer that the Acelab Services will conform in all material respects to the Documentation in effect during the Term. Notwithstanding any provision of this Agreement to the contrary, Acelab shall not have any obligation under this section to the extent a nonconformity of the Acelab Services is the result of (a) the Acelab Services having been modified, repaired, or reworked by any party other than Acelab or a third party on behalf of Acelab, (b) any use of the Acelab Services in conjunction with another product or service not recommended in the Documentation, (c) any damage to the Acelab Services beyond Acelab’s reasonable control, or (d) any use of or access to the Acelab Services not in conformance with the Documentation. The limited warranty set forth in this section does not apply, and is fully excluded, in cases of Trial use of the Acelab Services. If the Acelab Services does not conform to the warranty as provided, Acelab will, as its sole and exclusive obligation and as Customer’s sole and exclusive remedy for breach of this warranty, at Acelab’s election (i) use commercially reasonable efforts to correct such nonconformity provided the non-conformance can be recreated by Acelab or (ii) replace the nonconforming Acelab Services or (iii) if Acelab is unable to accomplish either of the foregoing in a commercially reasonable amount of time, Acelab may terminate the Order Form for the affected Acelab Services and Customer shall be entitled to a pro-rata refund of the Fees paid corresponding to the period of discontinuation of the affected Acelab Services. Customer shall notify Acelab in writing, specifically describing the non-conformity of the Acelab Services within the warranty period and Acelab shall verify the existence of such non-conformity before Acelab proceeds as set forth in this Section 5.1.
      5.2    Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
      5.3    DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ACELAB PROPERTIES ARE PROVIDED BY ACELAB “AS IS” AND ON AN “AS-AVAILABLE” BASIS, AND NEITHER ACELAB NOR ITS THIRD-PARTY LICENSORS MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE WITH RESPECT TO THE ACELAB PROPERTIES, AND ACELAB DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS RELATING THERETO INCLUDING, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. ACELAB DOES NOT GUARANTEE THAT ANY OF THE ACELAB PROPERTIES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED OR MEET CUSTOMER’S REQUIREMENTS. AS BETWEEN CUSTOMER AND ACELAB, CUSTOMER ASSUMES ALL RISK IN CONNECTION WITH ITS USE OF, THE ACELAB PROPERTIES AND ALL CONTENT, AND ALL DATA AND INFORMATION MADE AVAILABLE OR ACCESSIBLE, VIA THE ACELAB SERVICES. ACELAB SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY CUSTOMER DATA, OR FOR ANY LOSS, DAMAGE, OR OTHER ISSUE CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF THE SAME, WHETHER CAUSED BY CUSTOMER OR ANY THIRD PARTY. ACELAB DOES NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY CUSTOMER VIA INTRODUCTION THROUGH THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
      5.4    LIMITATION OF LIABILITY. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, OR THE NUMBER OF CLAIMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW (i) ACELAB WILL BE LIABLE TO CUSTOMER, FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES, ANY LOSS OF REVENUES OR PROFITS, LOSS OF DATA OR ANY COST OF COVER ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT ACELAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) ACELAB’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER FOR THE PERFORMANCE THAT IS THE SUBJECT OF SUCH CLAIM WITHIN SIX (6) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES IN LIGHT OF THE TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREUNDER. 
      6.    INDEMNITY
      6.1    Indemnity of Acelab. Customer shall defend, or at Customer’s option, settle, any claim, demand, suit, or proceeding made or brought against Acelab, its directors, employees, and agents by a third party arising out of (i) Customer’s breach of this Agreement; (ii) Customer’s violation of any law or the rights of a third party; and (iii) for Customers that are Manufacturers +Distributors, any aspect of the transaction between Customer and its end customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws) (each a “Claim Against Acelab”), and shall indemnify Acelab from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) incurred by or awarded against Acelab as a result of, or for amounts paid by Acelab under a court-approved settlement of a Claim Against Acelab, provided that Acelab (a) promptly gives Customer written notice of the Claim Against Acelab, (b) gives Customer control of the defense and settlement of the Claim Against Acelab, and (c) gives Customer all reasonable assistance. Acelab may, at its expense, participate in any such action, suit, or claim with counsel of its choice.
      6.2    Exclusive Remedy. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for relevant claims as described in this section.
      7.    CONFIDENTIAL INFORMATION AND CUSTOMER DATA 
      7.1    Confidential Information. Any information furnished to one party (“Recipient”) by the other party (“Discloser”) that (i) is marked at the time of disclosure as being “Confidential” or words of similar import or (ii) is identified orally as being confidential or proprietary, or (iii) is of such a nature or the circumstances of the disclosure are such that a reasonable person would understand that the information should be treated as confidential (“Confidential Information”). The Acelab Services, Documentation and other Acelab Properties are deemed Acelab’s Confidential Information regardless of whether so marked. All Customer Personal Data as defined in Section 7.3 shall be deemed to be Customer’s Confidential Information. Confidential Information will not include information that Recipient can demonstrate by contemporaneous records (a) was rightfully known by Recipient prior to the date it was disclosed by Discloser, (b) is lawfully disclosed to Recipient without obligation of confidentiality by a third party, (c) becomes generally known to the public through no act or omission on the part of Recipient, or (d) is independently developed by Recipient without reference to or reliance upon any Confidential Information of Discloser.
      7.2    Use Restriction and Disclosure. The Recipient shall (i) not use Confidential Information of the Discloser for any purposes other than for performing its obligations or exercising its rights under this Agreement and (ii) hold such Confidential Information in strict confidence and protect such Confidential Information with the same degree of care (but no less than a reasonable degree of care) the Recipient uses to protect its own Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser (a) to the Recipient’s directors, officers, or legal or business advisors to the extent reasonably necessary to carry out its obligations or exercise its rights under this Agreement, provided that such directors, officers, employees, or agents are legally bound to maintain such information as confidential as required by this section, or (b) if required to be disclosed by the Recipient pursuant to a judicial or governmental statute, rule, or order, provided that the Recipient gives sufficient written notice (to the extent permissible) prior to any disclosure to seek a protective order or injunction or other opportunity to limit disclosure, and the Recipient shall disclose only such Confidential Information as is required to be disclosed. 
      7.3    Data Protection. Each party warrants that it shall use, collect, store and/or process personal data as defined under and in accordance with any applicable data privacy laws (“Personal Data”).  
      7.4    Access to Customer Data. Customer understands and acknowledges that the ability of Customer and its Authorized Users to operate and utilize the Acelab Services is dependent upon Customer providing or making available for access by the Acelab Services all required Customer Data. As between Customer and Acelab, Customer is solely and exclusively responsible for obtaining and providing all consents, authorizations, permissions, and notices for any Customer Data uploaded to the Acelab Services. Customer acknowledges and agrees that Acelab shall not be liable to Customer or to any third party for any failure, delay, or deficiency in the performance of the Acelab Services arising from (i) any system failure or technical deficiency on the part of Customer or its service providers that prevents or limits access by the Acelab Services to Customer Data or other necessary Customer content, materials, data or information, or (ii) any error or deficiency in the Customer Data. As between Customer and Acelab, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and for ensuring that Customer Data does not: (a) infringe, misappropriate or violate the Intellectual Property Rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violate any applicable law, or (c) contain any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. 
      7.5    Storage of Customer Data. Customer agrees and acknowledges that Acelab is not a provider of data back-up, archiving, or data retention services. As between Customer and Acelab, Customer is solely and exclusively responsible for the backing up, archiving, and retaining of all Customer Data and any other of Customer’s information, data, or materials. Acelab does not make any representations, warranties, or guarantees that any Customer Data or other of Customer’s information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. Acelab HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CUSTOMER DATA THROUGH OR IN CONNECTION WITH CUSTOMER’S USE OF THE ACELAB SERVICES.
      8.    TERM AND TERMINATION
      8.1    Term. This Agreement will remain in effect during the Term of any unexpired Order Form, unless terminated earlier in writing pursuant to the terms of this section. For the avoidance of doubt, upon the renewal of an Order Form, the term of this Agreement shall be extended accordingly.  Order Forms may not be terminated for Customer’s convenience during the Term. Acelab reserves the right, at any time, without notice to Customer, to deactivate any Acelab Services account on a free tier, that has remained unused for one hundred eighty (180) days. 
      8.2    Auto-Renewal. Except for any Trial, the Term of each Order Form shall automatically renew for successive periods equal to one (1) year or the preceding term, whichever is shorter, at the prior quantity of licenses (including any overages or add-ons), unless either party cancels such renewal by notifying the other party in writing at least sixty (60) days prior to the expiration of the then-current applicable Term, unless otherwise agreed in the Order Form.
      8.3    Termination for Breach. Either party may terminate this Agreement and any Order Form immediately upon written notice to the other party, if the other party is in material breach of this Agreement and fails to correct the breach thirty (30) days following written notice from the other party specifying the breach. Notwithstanding anything to the contrary, Acelab may, alternatively suspend the Acelab Services, if Customer violates any Acelab Services Usage Rights and Restrictions or if any undisputed sum payable under this Agreement is past due for longer than thirty (30) days.
      8.4    Termination for Insolvency. Either party may terminate this Agreement and any Order Form immediately upon written notice to the other party if the other party has a receiver appointed, or an assignee for the benefit of creditors or in the event of any insolvency or inability to pay debts as they become due by the other party, except as may be prohibited by applicable bankruptcy laws.
      8.5    Effect of Termination. Expiration or termination of this Agreement will not relieve any party of its obligations to pay any undisputed amounts accrued or otherwise owed under this Agreement and any Order Form. Upon termination or expiration of this Agreement and any Order Form, all licenses or rights granted to Customer hereunder shall terminate and Customer shall not use the Acelab Services, and Acelab shall have no further obligation to provide the Acelab Services or Support. Customer shall promptly delete all Acelab Confidential Information. In addition, no later than thirty (30) calendar days after termination or expiration, Acelab shall delete Customer’s Acelab Services account and all contents therein. Any provision that is intended to continue after termination shall not be affected by the termination of this Agreement. 
      8.6    Survival. The provisions of the following Sections of this Agreement will survive any expiration or earlier termination of the Agreement: Section(s) 1 (Scope and Definitions), 2.2 (Acelab Services Restrictions), 2.3 (Trademarks), 2.5 (For Customers that are Architect(s)+Owners Acknowledgement), 2.6 (For Customers that are Manufacturers + Distributors Acknowledgement), 3 (Ownership), 4.1-4.6 (Fees), 5.3 (Warranty Disclaimer), 5.4 (Limitation of Liability), 6 (Indemnity), 7 (Confidential Information and Customer Data), 8.5 (Effect of Termination), 8.6 (Survival),  and 9 (with exception of 9.2) (Miscellaneous).
      9.    MISCELLANEOUS
      9.1    Notices. All notices and communications between the Parties under, or in connection with, this Agreement ("Notices") shall be in writing, by hand delivery, by nationally recognized courier service or by prepaid certified mail. Notwithstanding the foregoing, Acelab may send Notices to Customer through the management module of the Acelab Services. Customer shall send all Notices to Acelab at Acelab, Inc., 12 E 49th St. 18th Floor New York, NY 10017, Attn: CEO; with cc: to legal@acelabusa.com.
      9.2    Publicity. For sole marketing and promotional purposes, Customer agrees that Acelab may identify Customer as a Acelab customer in Acelab’s promotional, marketing, or other materials and refer to Customer by name, trade name and trademark as applicable. 
      9.3    Injunctive Relief. Each party acknowledges and agrees that any breach of its obligations with respect to Confidential Information and Intellectual Property Rights may cause substantial harm to the other party that could not be remedied by payment of damages alone. Accordingly, the other party will be entitled, in addition to any other rights or remedies, to seek injunctive relief in any jurisdiction where damage may occur.
      9.4    Exports. Customer shall comply with all applicable export control laws, rules, and regulations with respect to its use of the Acelab Services, including the Export Administration Regulations promulgated by the U.S. Department of Commerce. Without limiting the foregoing, Customer shall not export or re-export all or any part of the Acelab Services without Acelab’s prior written consent.
      9.5    No Waiver. Neither party’s failure or delay in exercising any of its rights will constitute a waiver of such rights unless expressly waived in writing.
      9.6    Relationship. The relationship between the parties is that of independent contractors, and nothing contained in this Agreement will be construed to constitute as agents, partners, joint ventures, or otherwise as participants in a joint undertaking.
      9.7    Force Majeure. Acelab will not be liable for any delay or failure in the performance of its obligations under this Agreement if the delay or failure is due to any cause outside of Acelab’s reasonable control (“Force Majeure”). If Force Majeure continues for more than sixty (60) days preventing Acelab from performing, Customer may terminate this Agreement upon written notice to Acelab.
      9.8    Assignment. Neither this Agreement nor any rights granted hereunder may be assigned or otherwise transferred (whether by operation of law or otherwise), in whole or in part, by either party, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. However, no such consent will be required in the event of an assignment to either party’s Affiliate, or a merger or a sale of substantially all of a party’s assets; provided that the assigning party provides notice as soon as reasonably practicable. The right of assignment granted herein shall apply only to the business of Customer as it existed prior to such assignment or sale. Any attempted assignment will be void and of no effect unless permitted by the foregoing. This Agreement shall inure to the benefit of the parties’ permitted successors and assigns. 
      9.9    Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be interpreted in a manner that best reflects the parties’ intentions, and the remaining provisions of this Agreement will remain in full force and effect.
      9.10    Entire Agreement. This Agreement constitutes the entire agreement between Acelab and Customer regarding the subject matter hereof and supersedes all prior oral and written communications. It may be executed in one or more counterparts, all of which together will be considered one and the same and may be executed and delivered by facsimile or electronic signature. All amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties, however, modifications to this Agreement may be incorporated by way of specific reference in an Order Form. The terms on any purchase order, confirmation, or similar document submitted by Customer to Acelab will have no effect and are hereby rejected. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (1) the Order Form, (2) these Acelab General Terms and Conditions, and (3) the Documentation. 
      9.11    Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or related to this Agreement, its subject matter or formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, USA other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. The parties further agree that the exclusive venue and jurisdiction for any dispute arising or relating to this Agreement shall be the State or Federal courts of competent jurisdiction located in the State of Delaware. Customer agrees to waive any and all objections to the exercise of jurisdiction over Customer by such courts and to venue in such courts.  ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
      9.12    Waiver of Jury Trial and Class Action Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. CUSTOMER AND ACELAB EACH AGREE THAT ANY SUIT, PROCEEDING, OR OTHER ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.
      9.13    Aggregated Statistics Use Rights. Notwithstanding anything else to the contrary, Customer acknowledges and agrees that Acelab may, in accordance with applicable data privacy laws, monitor Customer’s and its Authorized Users’ use of the Acelab Services and may track and compile data and information related to such use, as long as such data is aggregated and anonymized, including, without limitation, statistical and performance information related to the provision and operation of the Acelab Services (“Aggregated Statistics”). As between Acelab and Customer, the Aggregated Statistics, and all Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of Acelab. Acelab may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Acelab Services, to develop, improve, or offer other Acelab Services, or to otherwise operate Acelab’s business, provided that such Aggregated Statistics does not identify Customer or its Authorized Users.

      AIA CES Provider Statement

      Acelab Inc. is a registered provider of AIA-approved continuing education under Provider Number [10009027]. All registered AIA CES Providers must comply with the AIA Standards for Continuing Education Programs. Any questions or concerns about this provider or this learning program may be sent to AIA CES (cessupport@aia.org or (800) AIA 3837, Option 3).

      This learning program is registered with AIA CES for continuing professional education. As such, it does not include content that may be deemed or construed to be an approval or endorsement by the AIA of any material of construction or any method or manner of handling, using, distributing, or dealing in any material or product.

      AIA continuing education credit has been reviewed and approved by AIA CES. Learners must complete the entire learning program to receive continuing education credit. AIA continuing education Learning Units earned upon completion of this course will be reported to AIA CES for AIA members. Certificates of Completion for both AIA members and non-AIA members are available upon request.

      How To Contact Us

      Should you have any questions these Terms, please contact us at support@acelabusa.com.