GENERAL TERMS AND CONDITIONS
“ACE” refers to products and or services as delivered by Advanced Concepts & Engineering LLC, ACE Data Services Co., ACE Operational Management Company — all subsidiaries of ACE Industry Holdings Company.
These General Terms and Conditions govern your use of hardware, software, information products, and professional services in the ACE ordering document. “We”, “our”, “ACE” means ACE Industry Holdings Company, Inc and/or its subsidiaries; “you” and “your” means the User, Purchaser, or Subscriber identified in the ordering document. The ordering document identifies the ACE products and professional services, the quantities, charges, and other details of your order. The ordering document also refers to documents which may apply to the products or professional services you selected. The ordering document, any applicable referenced documents and these General Terms and Conditions constitute the complete agreement and supersede any prior discussions or representations regarding your order. If the terms of the ordering document are different from these General Terms and Conditions, the ordering document will have priority. Other terms and conditions you incorporate into a purchase order or similar document shall not apply.
1. License Terms. (a) We grant a non-exclusive, non-transferable, limited license to you to use the product in your ordering document in the regular course of your business. We maintain all rights of ownership to our products. Our products change from time to time. Access to certain data may be restricted. We are not providing engineering advice or opinion by allowing you to use our products. Your interpretations of data are your own for which you have full responsibility.
(b) Our hardware products and on-premise software product licenses include updates (bug fixes, patches, maintenance releases) but do not include upgrades (releases or versions that include new features or additional functionality). You may use our hardware products only as allowed by your license. You may use our software product in object code only. No copying or reproduction of our hardware or software is allowed. You may not modify, translate or create derivative works of our hardware or software products.
(c) You may quote and excerpt from our information products in your work with the appropriate cite and credit to the source. Except as provided in paragraph 1 (d), you may store data from our information products in a secure internal system in the regular course of your business. You may display our information product data internally. You may transmit our information product data electronically using a feature in the information product or print and share that information product data as necessary in the regular course of your business. Copyright notices must be retained on the transmitted or printed items. The Copyright Act (17 U.S.C.A. 107) fair use provision may allow additional uses.
(d) You may not sell, sublicense, distribute, display, store or transfer our products or any data in our products in bulk or in any way that could be used to replace or substitute for our products in whole or in part or as a component of any material offered for sale, license or distribution to third parties. You may not use any means whatsoever to discern the source code of our products.
(e) Your access to certain products may be password protected. If so, you are responsible for assigning the passwords and maintaining password security. Sharing passwords is strictly prohibited.
(f) You may not run or install any computer software on our products or network or introduce any spyware, malware, viruses, Trojan horses, backdoors or other software exploits.
2. Third-Party Providers. Our products may include data and/or software from third parties. Some third-party providers require us to pass additional terms through to you. The third-party providers change their additional terms occasionally and new third-party providers are added from time to time. You agree to comply with all applicable third-party additional terms.
3. Professional Services. The professional services applicable to your order, if any, are described in the ordering document or a statement of work.
4. Confidentiality. Confidential information received from each other will not be disclosed to anyone else unless required by law or if necessary to perform the agreement. The receiving party agrees it will continue to protect the confidential information that during the term of the agreement and/or for the maximum term period allowed under Louisiana law. The parties will use industry standard administrative, physical, and technical safeguards to protect the confidential information. If a court or government agency orders either of us to disclose the confidential information of the other party, the other party will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification.
5. Warranties and Disclaimer of Warranties. OUR HARDWARE AND SOFTWARE PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. WE WARRANT OUR SOFTWARE PRODUCTS WILL CONFORM TO OUR DOCUMENTATION. WE WARRANT THAT WE PROVIDE PROFESSIONAL SERVICES USING COMMERCIALLY REASONABLE CARE AND SKILL. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF OUR PRODUCTS. THESE WARRANTIES ARE THE EXCLUSIVE WARRANTIES FROM US AND REPLACE ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS.
6. Liability. (a) The entire liability of ACE OPERATIONS MANAGEMENT CO. or any of our third-party providers for all claims arising out of or in connection with the agreement will not exceed the amount of any actual direct damages up to the amounts you paid in the prior 12 months for the product that is the subject of the claim. We are not liable for special, incidental, exemplary, indirect or economic consequential damages, anticipated savings, lost profits, lost business, lost revenue, or lost goodwill. (b) You are responsible for following all usage instructions, for adhering to the minimum recommended technical requirements, for changes you make to our product, for your failure to implement and maintain proper and adequate virus or malware protection and proper and adequate backup and recovery systems, and for your failure to install updates. We will not be responsible if our product fails to perform because of your third-party software, your hardware malfunction, or your actions or inaction. If we learn that our product failed because of one of these, we reserve the right to charge you for our work in investigating the failure. At your request, we will assist you in resolving the failure at a fee to be agreed upon.
(c) If a third party sues you claiming that a product you licensed in the agreement infringes that party’s intellectual property right and your use of our product has been in accordance with the terms of the agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by us.
You must promptly notify us in writing of the claim, supply information we reasonably request, and allow us to control the defense and settlement. We have no liability for claims that include items not provided by us.
7. Term, Termination. (a) The term and/or any renewal terms for the product are described in the ordering document.
(b) We may suspend or limit your use of our products or professional services or terminate the agreement if, in our sole discretion, we determine that your use may result in a risk to public safety, or that there has been a breach of security, material breach of your obligations under the agreement, material breach of any other agreement between the parties or a violation of law. If the cause of the suspension is reasonably capable of being remedied, we will provide you notice of what actions you must take to reinstate the product(s). If you fail to take the actions or the cause cannot be remedied within 30 days, we may terminate the agreement. (c) You may terminate the agreement immediately upon written notice if we commit a material breach and fail to cure the material breach within 30 days. (d) We may amend these General Terms and Conditions from time to time by giving you at least 30 days prior written notice. If an amendment materially changes the agreement, you may request good faith negotiations regarding those terms that materially change the agreement. If the parties cannot reach an agreement on the material changes within 30 days, you may terminate the agreement immediately on written notice. (e) You may terminate the agreement immediately on written notice if you object to amendments made to the third-party additional terms under paragraph 2 if the amendments materially change the agreement. (f) Upon termination, all licenses end immediately. You will return the hardware and software products to us and if software, uninstall same. Termination of the agreement will not relieve you of your obligation to pay us any amounts you owe up to and including the date of termination. (g) Either party may terminate the agreement in part as it relates to any software or other product or service that is licensed or ordered under the agreement if and to the extent that software or other product or service is no longer commercially available.
8. Force Majeure. Each party’s performance under the agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like.
9. General. (a) You may not assign the agreement to anyone else without our prior written consent. We will provide you with written notice if we need to assign the agreement as part of our business operations. (b) You grant ACE OPERATIONS MANAGEMENT CO. a perpetual, irrevocable, transferable, non-exclusive right to use any comments, suggestions, ideas, improvements or recommendations you provide related to any of our products or services in any manner and for any purpose. (c) Our products may not be exported or re-exported in violation of the U.S. Foreign Corrupt Practices Act, the U.S. Export Administration Act of any other applicable laws, rules and regulations. (d) United States Government use, duplication or disclosure of our software products is subject to applicable restrictions of the following regulations: Commercial Computer-Restricted Rights [FAR 52.227-19(a) – (d)]; Rights in Technical Data and Computer Product [DFARS 252.227-7013(c)(1)(ii)]; the Commercial Computer Product – Restricted Rights [48 CFR 52.227-19 (c)(1) and (c)(2)]; and similar clauses in the NASA FAR Supplement. These restrictions do not apply to our information products or services.