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Terms and Conditions of Use

These Terms and Conditions of Use (the “Terms of Use”) apply to the use of ACI online products and services including, but not limited to those located at aciweb.com, aci365.com, acigo.com, appraisal.com, acianalytics.com, acisky.com, aciskyservices.com, skyflood.com, parlogic.com, pincert.com, and all associated sites linked to these sites (collectively, the “Site”). The Site is the property of First American Mortgage Solutions, LLC, operating through its ACI division (“ACI”) and its licensors.

ACI reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to such changes. As long as you comply with these Terms of Use, ACI grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site. Except as provided herein, no other rights are conferred to you. These Terms of Use do not confer any third-party rights or benefits to you.

Content

All graphics, user interfaces, visual interfaces, photographs, text, trademarks, logos, sounds, music, artwork, and computer code, along with the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such content (collectively, the “ACI Content”) are owned, controlled, or licensed by or to ACI and are protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Site and no ACI Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution for any purpose without ACI’s express prior written consent.

ACI takes no responsibility for any third-party content (including, without limitation, any viruses, Trojan horses, or other intrusive or disabling programs), nor does ACI have any affirmative obligation to monitor such third party content. ACI reserves the right at all times to remove or refuse to post or distribute any content on the Site, such as content which violates the terms of this Terms of Use. ACI also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to: (1) satisfy any applicable law, statute, regulation, rule, legal process or governmental request, (2) enforce this Terms of Use, including any investigation over potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to user support inquiries, or (5) protect the rights, property or safety of ACI, its users and the public. ACI will not be responsible or liable for the exercise or non-exercise of its rights under these Terms of Use.

Your Responsibilities

You may use information made available by a third party for your internal business purposes only, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal or informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such materials.

You understand that all data, text, information, links and other content (collectively “Content”) whether posed in public or restricted group, is the sole responsibility of the person from which such Content originated. This means that you, the user, and not ACI, are entirely responsible for all Content that you publish, post, upload, distribute, disseminate or otherwise transmit (collectively “Post”) via the Site. You understand that by using the Site, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will ACI be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted via the Site. You agree that you must evaluate, and bear all risks on the accuracy, completeness, or usefulness of such Content. You understand that the technical processing and transmission through the Site, including ACI Content and Content, may involve (1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices.

You may not use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any ACI Content and Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any such Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. ACI reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any ACI server, or to any of the services offered on or through the Site, by hacking, password “mining,” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, or any other customer of ACI, including any ACI account not licensed by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or ACI’s systems or networks, or any systems or networks connected to the Site or to ACI.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to ACI on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Content or ACI Content for any purpose that is unlawful, immoral or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of ACI or others.

You agree when Posting any Content that you are conferring to other users of this Site that they have your permission to use your Content for any legitimate internal and commercial purpose.

Proper Conduct

You agree that you are responsible for your own conduct and communications while using the Site and for any consequences thereof. You agree to use the Site only to send and receive material that is legal, proper, and related to the particular business purpose raised in the Site.

Purchases; Other Terms and Conditions

Month-to-month
Service begins as soon as your initial payment is processed. You will be charged the rate stated at the time of purchase, every month, until you cancel. Because there’s no annual contract, your rate is subject to change, but we will always notify you beforehand. If you cancel within 30 days of your order, you will be fully refunded. Should you cancel after 30 days, your payment is non-refundable and your service will continue until the end of that month’s billing period. Cancellations may be requested any time by contacting ACI OneCall at 800-234-8727.

Annual contract, paid monthly
Service begins as soon as your initial payment is processed. You will be charged the rate stated at the time of purchase, plus applicable taxes, every month for the duration of your annual contract. Your contract will renew automatically on your annual renewal date, until you cancel. Renewal rates are subject to change, but we will always notify you beforehand. If you cancel within 30 days of your order, you will be fully refunded. Should you cancel after 30 days, you will be charged 50% of your remaining annual contract obligation and your service will continue until the end of that month’s billing period. Cancellations may be requested by contacting ACI OneCall at 800-234-8727.

Annual contract, prepaid
Service begins as soon as your payment is processed. You will be charged the annual rate stated at the time of purchase in a single amount, plus applicable taxes. Your contract will renew automatically on your annual renewal date, until you cancel. Renewal rates are subject to change, but we will always notify you beforehand. If you cancel within 30 days of your order, you will be fully refunded. Should you cancel after 30 days, your payment is non-refundable and your service will continue until the end of your contract term. Cancellations may be made by contacting ACI OneCall at 800-234-8727.

Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service.

ACI’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.

ACI may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice.

The Site may access and use your location information as well as data received from you and your agents and customers through the use of ACI’s products and services. By using this Site, you agree that ACI and its affiliates may collect this information and use such information for the purposes of preparing, analyzing, relicensing, reselling, and redistributing data, analyses of industry trends, performance, and benchmarking, provided that all such data is fully anonymized to remove any identifying characteristics that could be tied to a consumer or transaction prior to distributing any such information to third parties, and any personal and customer-identifying information is de-identified prior to distributing any such information to third parties. This notice will serve as your sole notice that the Site may collect your information, and you may not receive any reminders or further notice.

The following terms also govern and apply to your use of the Site, and they are incorporated herein by this reference:

Copyright

By visiting the Site, you understand and agree that all copyrights and trademarks will be respected.

You may not modify, copy, distribute, transmit, display, publish, sell, or license any ACI Content without the express written consent of ACI and any applicable third-party owner or licensor. You may not create derivative works, or use any information, content, or software available on or through this Site for any purpose without the express written consent of ACI and any applicable third-party owner or licensor. In addition, you may not reproduce, transmit, transcribe, store in a retrieval system, or translate into any human or computer language any part of the material and databases on this Site in any form or by any means whatsoever without the express written consent of ACI. Such consent may be requested by contacting ACI at 145 City Place, Palm Coast, FL 32164. Attn: Legal Department.

Trademarks

You should assume that any product or service name on the Site is a registered mark, trademark, or service mark and the intellectual property of ACI or a third party. You are prohibited from using any ACI or third-party trademarks or service marks noted on the Site for any purpose, including but not limited to use as metatags on other webpages or internet sites without the express written permission of ACI or such third parties. If ACI grants such written permission, you may not use the trademarks and service marks in any manner that (i) is likely to cause confusion among customers or the public, or (ii) disparages or discredits ACI.

Each of these policies may be changed from time to time and are effective immediately upon posting such changes on the Site.

Accounts, Passwords and Security

Certain features or services offered on or through the Site may require you to open an account (including setting up an ACI ID and password). You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify ACI immediately of any unauthorized use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by ACI or any other user of or visitor to the Site due to a third party’s use of your ACI ID, password or account.

You may not use anyone else’s ACI ID, password or account at any time without the express permission and consent of the holder of that ACI ID, password or account. ACI cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Privacy

ACI’s Privacy Policy applies to use of the Site, and its terms are made a part of these Terms of Use by this reference. ACI’s Privacy Policy may be found at http://www.firstam.com/privacy-policy. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Disclaimers

ACI DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ACI CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM, OR THE CONTENT POSTED ON THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ACI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ACI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY ACI SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST ACI FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

ACI reserves the right to do any of the following, at any time, without notice: (1) modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL ACI BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE, WHETHER OR NOT ACI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE OR ITS CONTENT INCLUDING ACI CONTENT, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES SHALL ACI BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE HUNDRED DOLLARS ($100.00).

Indemnity

YOU AGREE TO INDEMNIFY AND HOLD ACI, ITS PARENT, WHOLLY-OWNED SUBSIDIARIES AND AFFILIATES, AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, PREDECESSORS, SUCCESSORS IN INTEREST, EMPLOYEES, AGENTS, HARMLESS FROM ANY DEMANDS, LOSSES, LIABILITY, CLAIMS OR EXPENSES (INCLUDING ATTORNEYS’ FEES), MADE AGAINST ACI BY ANY THIRD PARTY DUE TO OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE.

Violation of These Terms of Use

ACI may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) ACI’s rights or property, or the rights or property of visitors to or users of the Site, including ACI’s customers.

ACI reserves the right at all times to disclose any information that ACI deems necessary to comply with any applicable law, regulation, legal process or governmental request. ACI also may disclose your information when ACI determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that ACI may preserve any transmittal or communication by you with ACI through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or ACI determines that such preservation or disclosure is reasonably necessary to: (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of ACI, its employees, users of or visitors to the Site, or the public.

You agree that ACI may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to ACI, for which monetary damages would be inadequate, and you consent to ACI obtaining any injunctive or equitable relief that ACI deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies ACI may have at law or in equity.

You agree that ACI may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to): (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If ACI does take any legal action against you as a result of your violation of these Terms of Use, ACI will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to ACI. You agree that ACI will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

ACI Licensors and Third-party Products

The Software may contain or reference links to websites and software provided and operated by third parties (“Third-Party Products”). These links are provided as a convenience only. Such Third-Party Products are not under the control of ACI. ACI is not responsible for the content of any Third-Party Product or any link contained in a Third-Party Product. ACI does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Products, and the inclusion of any link in the Software is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by ACI of any information contained in any Third-Party Product. In no event will ACI be responsible for the information contained in such Third-Party Product or for Your use of or inability to use such website or software. Access to any Third-Party Product is at Your own risk, and You acknowledge and understand that linked Third-Party Products may contain terms and privacy policies that are different from those of ACI. ACI is not responsible for such provisions, and expressly disclaims any liability for them. In addition, use of the following Third-Party Products is subject to the additional terms and conditions stated herein.

Employee Relocation Council

All ACI software for the Employee Relocation Council forms is subject to the following additional terms and conditions: “Certain material contained in this License Agreement is licensed from the Employee Relocation Council (ERC) and is subject to the terms of that license. The use of all ERC forms generated by this Software is limited to the preparation of completed forms by the end user for its business use. The production of blank forms is strictly prohibited. ERC reserves the right to change, modify, or discontinue the use or endorsement of any of its forms at any time, without notice to the end user. ERC makes no claims or representations concerning its forms whatsoever, including their fitness for any specific or particular purpose. ERC is not connected in any way with any software vendor and licenses its forms widely.”

Canadian Employee Relocation Council

All ACI software for the Canadian Employee Relocation Council forms is subject to the following additional terms and conditions: “Certain material contained in this License Agreement is licensed from the Canadian Employee Relocation Council (“C-E-R-C”) and is subject to the terms of that license. The use of all C-E-R-C forms generated by this Software is limited to the preparation of completed forms by the end user for business use. The production of blank forms is strictly prohibited. C-E-R-C reserves the right to change, modify, or discontinue the use or endorsement of any of its forms at any time without notice to the end user. C-E-R-C makes no claims or representations concerning its forms whatsoever, including their fitness for any specific purpose. C-E-R-C is not connected in any way with any software vendor and licenses its forms widely.”

Appraisal Institute, Inc.

I agree that the Appraisal Institute is not responsible for the data, analysis or work product I will be providing to my client in these AI Reports®. I agree to only use AI Reports® for my own internal business purposes, and I may not re-sell or sublicense AI Reports®. I further agree to indemnify, defend and hold harmless the Appraisal Institute from and against any and all third-party claims or liabilities for any third-party claim brought against the Appraisal Institute arising from or related to my use and/or any misuse of AI Reports®.

FNC, Inc. AIReady (ENV) File Process

The following terms apply to the creation, delivery, process and review of ENV AIReady™-type files (“ENV Files”) and any other use of the ENV Processor (“ENV Module”) provided by FNC, Inc. (“FNC”).

(a) Your use of the ENV Module and any creation, delivery, review, and processing of any ENV Files are at Your sole risk and discretion;

(b) When delivering any ENV Files using the ENV Module or the Software, You shall only deliver such file to any FNC Port or any person or entity designated by FNC from time-to-time and available on the AI Ready website (www.aiready.com), and subject to any further terms and conditions as may be set forth therein.

(c) You are solely responsible for maintaining compliance with the Uniform Standards of Professional Appraisal Practice (USPAP) and any other standards and regulations to which You and/or any of Your clients or customers, including appraisers, may be subject.

(d) You represent and warrant that You are responsible for the review of any appraisal to be processed using the Software and/or the ENV Module. In connection with any use of the ENV Module, (i) You have reviewed and revised, and have caused any appraiser or other person responsible for (or identified in) any form, report or process to review and revise, any such report, form, or process prior to its delivery to any other person (including any client or intended user), (ii) You will, and will cause any appraiser or other person responsible for or identified in any form, report, or process to, use best practices in connection with any such review and revision, which includes, without limitation, a visual review of the resulting data stream, form, report, or process against the original appraisal, data stream, form, report, or process, and (iii) You have saved, and caused any appraiser or other person (whether an appraiser or not) to save, a copy of any such form, report, or results of the process for future reference.

(e) For each appraisal, form, report, or process processed into an ENV File, You have caused the applicable appraiser to acknowledge and agree that each ENV File derived from such appraisal, form, report, or process shall include a copy of such appraiser’s signature as provided on such appraisal, form, report, or process.

(f) FNC AND ACI SPECIFICALLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER IMPLIED TERMS ARE EXCLUDED. THE ENTIRE AND EXCLUSIVE LIABILITY AND REMEDY FOR ANY CLAIM AGAINST FNC AND/OR ACI BY REASON OF THE USE OF THE ENV MODULE SHALL BE LIMITED TO REPLACEMENT OF THE DEFECTIVE ENV MODULE AND SHALL NOT INCLUDE OR EXTEND TO ANY CLAIM FOR OR RIGHT TO RECOVER DAMAGES OF ANY KIND.

(g) You shall indemnify, defend and hold FNC and ACI, including each of the foregoing entities’ affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns (collectively “Affiliates”), from and against any liabilities, claims, actions suits, proceedings, judgments, losses, damages, deficiencies, costs and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of any use, misuse, reproduction, or redistribution of the ENV Module and any ENV Files and any breach or inaccuracy of any representation, warranty, covenant or obligation set forth in this Section entitled “FNC, Inc. AI Ready (ENV) File Process”.

Google Maps

By using Google Maps, you hereby consent to Google’s Map Terms, Legal Notices, Acceptable Use Policy, and Privacy Policy as follows:

(a) “Maps Terms” mean the terms for Google Maps set forth at the following URL, http://maps.google.com/help/terms_maps.html (or other URL as may be provided by Google).

(b) “Legal Notices” mean the legal notices set forth at the following URL (or other URL as may be updated by Google) http://www.maps.google.com/help/legalnotices_maps.html (or other URL as may be provided by Google)

(c) The “Acceptable Use Policy” or “AUP” means the means the acceptable use policy for the Services available at http://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html (or other URL as may be provided by Google))

(d) “Privacy Policy” means the privacy policy set forth at the following URL: http://www.google.com/privacy/privacy-policy.html (or other URL as may be provided by Google).

Governing Law

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in the State of California, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between ACI and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to the courts.

Miscellaneous

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and ACI with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and ACI with respect to such use are hereby superseded and cancelled. ACI will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. ACI’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by ACI of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between ACI and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.