Terms of Use

(Effective May 20, 2025)

Thank you for subscribing to the AIA Contract Documents Online Services which includes our ACD5 and Catina software systems and all of the associated content, documents, templates and forms (referred to as “AIA Contract Documents®”) contained within those platforms (individually, the “ACD Online Service” or “Service” and collectively, the “ACD Online Services” or “Services). Review these Terms of Use (“Agreement”) thoroughly. This Agreement is a legally binding agreement between you and ACD Operations, LLC, a Delaware limited liability company, (referred to as “ACD”, “we,” “our,” or “us”). By purchasing our Services, accepting an offline quote, creating an account or logging into access any part of our ACD Online Service, you acknowledge that you have read this Agreement and agree to it. If you do not agree with any of the terms of this Agreement, you may not use our ACD Online Services.

1. DESCRIPTION OF ACD ONLINE SERVICES

The ACD Online Service provides Services through an interactive, internet-based platform that grants users access to our AIA Contract Documents®, where they can download, edit, store, upload, share, and sign the ACD documents and forms as needed in their design and construction projects.

2. USE OF AIA CONTRACT DOCUMENTS®

AIA Contract Documents® generated and/or downloaded from the ACD Online Services are for your own use only and you may not re-sell them to others. If you purchase a one-time use document, you may use that document on one single project. If you purchase a subscription, you can use the documents provided by that subscription an unlimited number of times during the subscription period. After you have completed a document by filling in the blanks in the document with your specific information, you are permitted to photocopy the document an unlimited number of times, but only for use in connection with the design or construction project for which the document was generated. You may not photocopy, scan or otherwise reproduce any document prior to completing it fully. You may not scan a completed document and save it on a computer for further editing, and you may not scan and post a document to a website for any commercial purpose, including, without limitation, for bidding or negotiation or for marketing construction or professional services unless you obtain a separate license from the ACD for that purpose. You may not modify a document that results in making the original text of the AIA Contract Documents® illegible and you may not delete any document header, footer, or sidebar.

3. YOUR CLIENT PROJECT AND DOCUMENT INFORMATION

Your “Client Project and Document Information” (referred to as “Client Information”) includes all the data you or your Authorized Users submit, upload, store, or send to or through the Service. You retain ownership of any rights that you hold in your Client Information. Your Client Information does not include databases, scores, metrics, or other analytics or derivative work generated by the ACD Online Services or otherwise created by or for ACD. Your Client Information also does not include data submitted by other users, data obtained from sources other than you, or any publicly available data. We will not use or disclose any Client Information except as expressly provided in Section 4 below. “Authorized Users” are your individual (and current) employees, contractors, or agents who are permitted by you to access the Services either directly through a named account or by invitation to the Share for Review feature, and who have agreed to abide by this Agreement. The license granted will specify whether you have received a single-user license or a license to authorize use for a particular number of Authorized Users. Each set of login credentials (name, password, authentication) is personal to the Authorized User to which they have been assigned and may not be shared with other persons. Contact [email protected] for assistance regarding changes to Authorized Users. It is your responsibility to notify ACD of users who have left your organization and to authorize transfers of license to current employees. ACD may ask for written documentation to support the license transfer request.

4. ACD ONLINE SERVICES LICENSE GRANT

The ACD Online Services and all associated proprietary and intellectual property rights (including trademarks, service marks, and trade names), are owned by ACD Operations, LLC. ACD reserves the right to change or modify the Services, including any components and specifications thereof, in its sole discretion.

For customers who purchase a one-time use AIA Contract Document®, ACD provides you with a limited term, non- exclusive, and nontransferable license to use and enjoy the benefit of our ACD Online Services for purposes of downloading, editing, storing, uploading, sharing, and signing a single AIA Contract Document® using your Client Information, in the manner permitted by this Agreement.

For customers who subscribe to an unlimited use of our AIA Contract Documents®, ACD provides you and your Authorized Users with a renewable, revocable, limited term, non- exclusive, and nontransferable license to use and enjoy the benefit of the ACD Online Services for purposes of downloading, editing, storing, uploading, sharing, and signing AIA Contract Documents® and other legal forms using your Client Information, in the manner permitted by this Agreement.

Project Manuals

ACD permits you and your Authorized Users to include finalized AIA Contract Documents® in project manuals only in the form and format produced by our ACD Online Services with any Additions and Deletions Report and accompanied by the AIA Contract Document® “D401™-2003 Certificate of Document’s Authenticity.”

ACD permits you and your Authorized Users to include partially completed “DRAFT” AIA Contract Documents® in project manuals only in the PDF format produced by our ACD Online Services when the document, except for the forms* noted below, contains “DRAFT” in the header and on the right side of each page. Draft documents will also contain a date stamp, time stamp, Order No., and expiration date in the footer.

AIA Contract Documents® containing a Sample watermark can be obtained by contacting customer support at [email protected]. The text and fields in a Sample AIA Contract Document® are locked and cannot be edited.

You do not acquire any right, title, or interest in or to the ACD Online Services other than the limited license granted to you by this Agreement. All rights not expressly granted to you are reserved by ACD.

5. HOW YOUR INFORMATION IS USED

Any Client Information that you provide to us is subject to ACD’s Privacy Policy, which is available at https://shop.aiacontracts.com/privacy-policy, is incorporated into this Agreement and governs our collection and use of your Client Information.

You agree that we may identify you as an AIA member, a client, or a customer of ACD in furtherance of ACD’s business. We may use and/or share such aggregated, anonymized information with third parties as set forth in this Section 4 and the Privacy Policy. Except as set forth therein, we will not share any Client Information with any third parties for any other purpose. By using the ACD Online Services and uploading, submitting, storing, or sending Client Information to or through our Services, you hereby grant us a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to distribute, and otherwise utilize aggregated and anonymized data derived from Client Information (“Aggregated Data”) and to use, analyze, display, create, and publish derivative works based on the Aggregated Data, and to perform internally all operations necessary for the creation of such Aggregated Data, in each case, solely in the furtherance of our business.

ACD reserves the right to design and build analytic tools utilizing customer data which will be sold only to the customer for their visibility into their own documents, projects, and data. These tools may or may not be included in the subscription license fee and may be sold separately as an add-on to the license.

Aggregated Data is data that has been standardized and anonymized by algorithmic scrubbing and removal of identifying information and then combined with one or more additional data sets.

YOUR OBLIGATIONS

You must access the ACD Online Service through a registered account using a username and a password, and any additional user authentication mechanism deemed appropriate by ACD. You may not share your username, password, and authentication mechanism with anyone. By accessing or using the Services, you agree that you will:

Provide true, accurate and complete registration information and promptly provide any updated information.
Keep your username and password confidential to prevent unauthorized use of your account. You are solely responsible for your Authorized Users and assume responsibility for any and all activity occurring through your username and password.
Promptly notify us if you become aware of any loss or theft of your password or any unauthorized use of your account.
Provide ACD reasonable cooperation required for use or implementation of the Services.
Comply with all relevant data privacy laws regarding the transmission and processing of personal information. You agree not to use, nor permit any third party to use, the ACD Online Services in a manner that violates this Agreement or any applicable law or regulation.

You agree and you will cause your Authorized Users to agree not to:

Reproduce, modify, copy, sell, trade, lease, rent, resell, or license the Services.
Copy the text of any AIA Contract Document®, in whole or in part, into a non-ACD document.
Decompile, disassemble, or reverse engineer the Services.
Market, distribute, display, post, or otherwise make available any part of the Services (including any templates and forms) apart from authorized use of the Services.
Remove or alter any proprietary watermark, legal notice, header, or footer on any part of the Services (including any templates and forms) indicating that the document is the property of ACD.
Interfere with the Services or try to access it using a method other than the interface and the instructions that we provide.
Use another user’s username and password without permission.
Upload spyware or any other malicious software to the Services.
Attempt to probe, scan, penetrate, or test the vulnerability of the Services and the related systems or network.
Engage in unauthorized collection or use of personal or confidential information, including phishing, pharming, and harvesting.
Transmit or otherwise provide any harmful or objectionable content on or through the Services, including content that (1) violates or infringes upon the proprietary and intellectual property rights of others; (2) impersonates another or is fraudulent, unfair, deceptive, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, or otherwise unlawful or reasonably objectionable; (3) harms ACD’s reputation; or (4) encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.

Violation of any of the items listed above represents breach of contract and will result in notice with 30 days to cure. If the violation is not resolved after 30 days, ACD will terminate your license and access and will not be liable for refunding the unused portion of your license. By accessing or using the ACD Online Services, you acknowledge that ACD may, but has no obligation to, monitor any user-provided information or content on the Services.

You are solely responsible for the accuracy, completeness, appropriateness, or legality of any content or information you submit or provide using the ACD Online Service. ACD does not edit, endorse, or approve any such content. ACD assumes no responsibility or liability for any claims that may result directly or indirectly from any third-party communications or interactions you establish.

6. COMMITMENT TO DATA SECURITY

How secure is my data?

We strive to implement and maintain reasonable, commercially acceptable security procedures and practices appropriate to the nature of the information that we store, in order to protect it from unauthorized access, destruction, use, modification, or disclosure. Unfortunately, there is no method of transmission over the internet, or method of electronic storage, that is 100% secure, and we are unable to guarantee the absolute security of the information that we have collected from you. Below, we have outlined some of our security and accessibility controls that are currently in place. As part of our effort to safeguard your information, ACD reserves the right to monitor your account activity related to the ACD Online Services (in accordance with applicable law). We do not publicly disclose specific details of our security framework in order to avoid compromising these measures.

How do we protect your data?

Physical Security: ACD Online Services is hosted in a top-tier data center with multiple layers of physical security and protections from environmental disasters.

Connectivity: ACD Online Services is accessed utilizing fully redundant high-speed network connections. A three-tier architecture exists behind next generation firewalls that provide IDS and IPS capabilities.

Disaster Recovery: ACD Online Services was designed to be highly available and fault tolerant. Databases are replicated in real-time between geographically diverse top-tier data centers so that the ACD Online Services will continue to be fully functional.

Two Factor Authentication: ACD Online Service requires a unique username and password that must be entered each time a user logs on and, similar to financial institutions, a secondary method of authentication, such as phone or email, to establish that a trusted computer/browser is being utilized.

Penetration Testing: ACD Online Services engages an external organization to perform penetration tests at least semi-annually.

Security Best Practices: Although ACD Online Services provides multiple layers to keep your data safe, we are also dependent on you to ensure that you maintain the security of your account by using sufficiently complicated passwords. In addition, you and your authorized users need to have sufficient security on your own systems, such as anti-virus, anti-malware, firewalls, etc. If you suspect that your account has been compromised or if you notice anything suspicious, please contact us immediately at [email protected].

What else do I need to know?

European Union Users

Please refer to the EU Data Subjects section of our Privacy Policy.

International Transfer: All data associated with ACD Online Services is stored in the United States. If you are located outside of the United States and choose to provide information to ACD Online Services, you are agreeing to have your information, including personal information, transferred to, and maintained on, computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ.

Deletion of Data: If you allow your subscription to ACD Online Services to lapse, decide not to renew, or terminate the service, we may destroy any Client Information, finalized contracts, draft contracts, or other materials stored in ACD Online Services. Prior to the expiration or termination of your ACD Online Service subscription, you should utilize the features within the Service to download and save local copies of any finalized documents you wish to retain.

No Unique Provisions: We are unable to provide or implement organization-specific accommodations, such as entering into individualized non-disclosure agreements, modifying terms or conditions or providing individualized security modifications.

Compliance with Laws: In the event ACD is requested or required, by subpoena, oral deposition, interrogatories, request for production of documents, administrative order or otherwise, to disclose data contained in the ACD Online Services, ACD shall provide you notice of any such request so that you may seek, at your expense, an appropriate protective order. If, in the absence of a protective order, ACD is compelled by law, in the opinion of its counsel, to disclose any Client Information, ACD may make such disclosure after notice to you.

7. COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT

ACD respects the intellectual property of others and asks you to do the same. Consistent with the Digital Millennium Copyright Act of 1998 (DMCA), we will respond to a notice of alleged infringement if the claim complies with the law, includes all of the requirements set forth below, and is properly reported to our Designated Agent. We will document all notices of alleged infringement upon which we decide to take action. If you believe that your copyright has been infringed through another’s use of the ACD Online Service, please send to our Designated Agent a written notice of your claim, signed by a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed, and with the following information:

A description, in reasonable detail (including any applicable URL address), of the copyrighted work that you claim has been infringed;
A description, in reasonable detail, of where the material that you claim is infringing is located on the site controlled by ACD;
Your name, address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Designated Agent: Elliot Strumlauf, c/o ACD Operations LLC, 31 Boland Court, Greenville, SC 29615

Upon receipt of a properly reported and signed notice, we will take whatever action we deem appropriate in our sole discretion. We reserve the right to remove or disable access to material on the Service alleged to be infringing and/or to suspend or terminate your right to access and use the Service. If ACD suspends or terminates your access to the Services, ACD will make a good-faith attempt (as warranted) to contact the person or entity who posted the content so that they may make counter notification pursuant to applicable laws.

Pursuant to the DMCA, counter notifications may be sent to the ACD’s Designated Agent. All counter notifications must include responsive information to what is set forth above, including any required statements or signatures.

You acknowledge that you may be liable for damages, including attorneys' fees and costs, if you materially misrepresent that a work or activity is infringing your rights.

As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public.

8. PAYMENT TERMS

You agree to pay the cost designated by ACD at the time of purchase, including any applicable sales taxes, for use of the ACD Online Services. Online purchases can be paid via credit card. Purchases made directly through our sales agents can be paid via credit card, ACH, wire or check. Payments for the designated cost of the ACD Online Services will not be refunded once received, even if you terminate use of the Services prior to the end of the designated usage or subscription period.

Your subscription will renew automatically for successive one-year terms unless you notify us at least 30 days prior to the end of the term (or any renewal term) of your subscription that you do not wish to renew. If you successfully opt out of the autorenewal and subsequently choose to renew: (a) at any point within ninety (90) days after the renewal date then your subscription will be back-dated to the renewal date, with your prior profile, preferences and account data remaining intact; or (b) at any point beyond ninety (90) days after the renewal date then none of your prior profile, preferences or account data will remain intact and the subscription term will start anew at such time. You may make a request to terminate your subscription renewal by email to: [email protected]. If you provide a credit card to us for payment, you authorize us to automatically charge your credit card for any renewals.

Invoices for our ACD Online Services are due upon receipt and are only issued after agreeing to these Terms of Use. The invoice is a non-cancelable agreement to purchase an ACD Online Service. ACD reserves the right to accrue interest on past due payments at a rate of 1.5% or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full. ACD reserves the right to terminate or suspend your access to the ACD Online Services if you fail to pay any amounts owed. You agree to reimburse ACD for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts.

We will dispute any credit card charge-backs for the purchase of ACD Online Services as a breach of this Agreement, and you will be responsible for all attorney fees related to this collection action.

9. AVAILABILITY OF SERVICE AND SUPPORT

ACD offers customer support during regular business hours of 8 am to 6 pm EST. The support center will be closed on all ACD-recognized holidays. There may be times when the ACD Online Services are unavailable to complete routine maintenance, to correct technical difficulties, or for some other reason. Availability of the Services is subject to change at any time in our sole discretion. You also acknowledge and agree we have no obligation to receive or process through the Services any Client Information whose technical requirements do not fit within the Services’ specified technical parameters.

In addition to making the ACD Online Services available to you, we also agree to provide technical support for the Services set forth on https://aiacontracts.com. We reserve the right to modify or terminate the offered support, and to determine the manner by which it is provided in our sole discretion. You are solely responsible for training and otherwise informing Authorized Users of the features and capabilities of the ACD Online Services.

By using ACD Online Services, you consent to having support agents at ACD access your account as necessary to provide help, troubleshoot issues, and resolve problems related to your use of the Services. Access will be limited to the necessary scope to ensure proper service, support, and maintenance.

10. OTHER TERMS AND CONDITIONS

Additional notices, terms, and conditions provided by us, may apply to the use of the ACD Online Services. You agree to abide by such other notices, terms, and conditions (as applicable). If there is a conflict between this Agreement and any other terms regarding the ACD Online Services, this Agreement governs to the extent of the conflict.

11. LINKS TO OTHER SITES

We have no control over third-party sites and are not responsible for their content. We do not endorse, and are not responsible in any way for, the content, the accuracy of the information, and/or the quality of the products or services provided by, made available through, or advertised on these third-party websites.

12. FEEDBACK

We welcome your feedback about the ACD Online Services and on how to improve it, and you can do so by emailing ACD at [email protected]. By sending us any feedback, suggestions, or ideas, you represent and warrant that you have all rights necessary to convey them to us, and acknowledge that we may freely use any feedback, suggestions, or ideas you send us without any obligation to you. You grant ACD a worldwide, royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license to use and distribute the feedback, suggestions, or ideas that you provide to ACD in any way.

13. YOUR REPRESENTATIONS AND WARRANTIES

By accessing and using the ACD Online Services and/or accepting this Agreement, you represent and warrant to ACD that: (i) you are at least 18 years old; (ii) you are authorized to enter into this Agreement on behalf of yourself or the business using the Service; and (iii) you are authorized and able to fulfill and perform the obligations as specified herein.

With respect to the Client Information, you further represent and warrant that: (i) you own or have obtained all rights necessary to authorize your use of your Client Information; (ii) you have collected and are using the Client Information in accordance with all applicable laws (including regulations and attorney general or agency guidance, guides, or rulemaking) and privacy policies; and (iii) the Client Information will not contain any social security numbers, payment card information, third-party confidential information, or medical records.

14. OUR DISCLAIMERS OF WARRANTY

We provide the ACD Online Services using a commercially reasonable level of skill and care. But there are certain things we do not promise about the Service.

ACD AND THE ACD ONLINE SERVICES DO NOT PROVIDE LEGAL ADVICE. You are solely responsible for obtaining your own legal advice, for protecting legal privilege, and for abiding by or negotiation your own contracts and legal terms and conditions. Consult the services of a competent legal professional when you need this type of assistance.

OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, ACD DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE ACD ONLINE SERVICES. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES; THE SERVICES’ RELIABILITY, SECURITY, OR AVAILABILITY; OR THE ABILITY OF THE SERVICES TO MEET YOUR NEEDS OR ACHIEVE CERTAIN RESULTS. WE PROVIDE THE SERVICES “AS IS” AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND AND FOR USE BY YOU AT YOUR OWN RISK.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL SUCH WARRANTIES.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACD WILL NOT BE RESPONSIBLE FOR THE FOLLOWING: (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS), REGARDLESS OF LEGAL THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE ACD ONLINE SERVICE; AND (B) DAMAGES RELATING TO A CAUSE THAT IS BEYOND ACD’S CONTROL OR IS NOT REASONABLY FORESEEABLE, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES OR OTHER NATURAL DISASTERS, STRIKES OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. THE ABOVE LIMITATIONS APPLY EVEN IF ACD HAS BEEN ADVISED OF THE POSSIBILITY OF THE EVENT GIVING RISE TO POTENTIAL LIABILITY.

WITHOUT LIMITATION OF THE FOREGOING AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ACD, FOR ANY CLAIMS RELATED TO THE USE OF THE ACD ONLINE SERVICES OR TO THIS AGREEMENT IS LIMITED TO YOUR LICENSE COST OR $5,000 (USD), WHICHEVER IS LESS.

16. INDEMNITY

You agree to defend, indemnify, and hold harmless ACD and its employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Service or breach of this Agreement. ACD reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any such claims. You agree to reasonably cooperate as requested by ACD in the defense of such claims.

17. GOVERNING LAW

The laws of the State of Delaware, excluding Delaware’s conflict of laws rules, will apply to any disputes arising out of or relating to this Agreement or the ACD Online Services. The State and Federal courts of Delaware will have exclusive jurisdiction and venue over all controversies in connection with this Agreement. You and ACD consent to such exclusive and personal jurisdiction and venue.

18. TERM AND TERMINATION

By purchasing our Services, accepting an offline quote, creating an account or logging into access any part of our ACD Online Service, you acknowledge that you have read this Agreement and agree to it. If you do not agree with any of the terms of this Agreement, you may not use our ACD Online Services. You may also terminate access to this license at any time by ceasing to use the ACD Online Services and providing ACD notice of the termination through your account. Termination is limited to the license ACD grants to you, and any the survival clauses stated in this Paragraph.

We reserve the right to terminate this license, or suspend or terminate your access to the ACD Online Services at any time, with or without notice, if we determine that you have violated this Agreement, including, without limitation, by providing any false, inaccurate, untrue, or incomplete information; by exceeding the scope of the license; by engaging in activities that compromise the security of the Service; or by failing to pay in a timely manner any applicable fees, charges, or costs. The provisions in this Agreement concerning ownership of intellectual property, feedback, confidentiality, warranties and disclaimers of warranty, limitations of liability, indemnification, termination, governing law, and the miscellaneous terms will survive the termination or expiration of this license for any reason. Termination is limited to the license ACD grants to you, and any the survival clauses stated in this Paragraph.Notwithstanding the Termination provisions of this Paragraph, the following Paragraphs shall survive termination: 2; 4-7; 13-17; 19-20.

19. NOTICES

You agree to send any notice you are required to send to ACD to the following designated address: [email protected]. ACD will and may provide any notice hereunder (effective upon submission) to the email address you provide to ACD as a part of registering to use the ACD Online Services. It is your responsibility to update and maintain current notice information. In addition, you agree that ACD may also communicate with you through the email address you provide and, for changes applicable generally to all users, through the posting of notice to and through the ACD Online Services.

20. MISCELLANEOUS

You and ACD agree that this Agreement is for the benefit of you, ACD, and any licensors of ACD. Accordingly, this Agreement is personal to you and may not be assigned to any other person or entity without ACD’s prior written consent.This Agreement does not create any third-party rights.
ACD’s failure to enforce a provision of this Agreement is not a waiver by ACD of its right to do so later.
A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any provision (or part thereof) in this Agreement is later determined to be unenforceable by a court.
You and ACD are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and ACD as result of this Agreement or your use of the ACD Online Services. You have no right to bind ACD without its prior written permission.
The headings in this Agreement are inserted for convenience only and should not be construed to limit or modify the scope of any provision of this Agreement.
This Agreement represents the entire agreement between you and ACD regarding its subject matter, and it supersedes all prior or contemporaneous communications and proposals between you and ACD with respect to the ACD Online Services.
Unless otherwise agreed to by ACD, ACD reserves the right to change the terms and conditions of this Agreement and under which the ACD Online Services is extended to you by providing you in writing or electronically a copy of such revised terms and conditions (or notice thereof). Following such provision or notice, your continued use of the ACD Online Services will be conclusively deemed acceptance of any change to this Agreement or the ACD Online Services.

As we work to improve our services there will be times when features or functions are temporarily disabled to enable us to perform maintenance or upgrade the Services.