Terms of Use

Avitru welcomes you to the website located at www.avitru.com (“the Avitru Site”). Avitru provides the Avitru Site subject to these Terms of Use (the “Terms of Use”), which constitute a binding contract between you and Avitru and govern your use of the Avitru Site. If you are using the Avitru Site on behalf of your employer, you represent and warrant that you are authorized to accept these Terms of Use on your employer’s behalf, and that your employer agrees to indemnify you and Avitru for violations of these Terms of Use. In addition to the Terms of Use and unless otherwise noted, the standard Avitru terms and conditions of sale in your jurisdiction govern purchases you make through the Avitru Site. The Internet is an evolving medium; we may change the terms of these Terms of Use from time to time. By continuing to use the Avitru Site after we post any such changes, you accept these Terms of Use as modified.
We reserve the right to deny access to the Avitru Site to anyone who violates these Terms of Use or who, in our judgment, interferes with the ability of others to enjoy the Avitru Site, or infringes the rights of others.
PRIVACY. Please take a moment to review our privacy policy to understand how the Avitru Site collects, uses, discloses and protects your information.

INTELLECTUAL PROPERTY RIGHTS

The materials provided on the Avitru Site, including but not limited to information, documents, articles, images, trademarks, trade names, photos, text, graphics, logos, button icons, images, digital downloads, software, video clips, sound clips and data compilations (“Avitru Site Content”) are provided either by Avitru or by its licensors or service providers and may be copyrighted or protected by other laws governing intellectual property or proprietary rights. Avitru grants you a non-exclusive, revocable, limited license to view and use the Avitru Site, the Avitru Site Content and those services offered via the Avitru Site for the purposes set forth herein.

Permission from Avitru must be obtained before any the Avitru Site Content or any services offered through the Avitru Site are copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any permitted reproduction, distribution or other use of such information must be accompanied by the following notice: “© 2010 by Architectural Computer Services, Inc. Reprinted with permission from Architectural Computer Services, Inc. (DATE).” For our records, we request that you provide us with a copy of the material in which our information is used.

All Avitru Site Content is the exclusive property of Avitru, its affiliates, licensors or service providers and is protected by copyright, trademark and other intellectual property laws, regulations and standards. You may not reproduce, modify, distribute or publicly display the Avitru Site or the Avitru Site Content, in whole or in part, except as is expressly authorized by these Terms of Use or a separate Avitru license agreement. You may not use or reproduce any trademark, trade name or service mark appearing on the Avitru Site without the prior written consent Avitru.

Avitru makes available and/or may make available to you for download via the Avitru Site sample MasterSpec® sections and demonstration versions of ancillary software programs (“SpecWare®”) used in conjunction with MasterSpec® (collectively, the “Sample Content”). The Sample Content is made available to you pursuant to a limited, revocable, non-transferable, non-assignable, non-sublicenseable, internal use license pursuant to which you are entitled to use the Sample Content for internal evaluation of MasterSpec® and SpecWare® and internal reference purposes only. You are expressly prohibited from making commercial use of the Sample Content. Without limiting the foregoing, the Sample Content is subject to the restrictions set forth in these Terms of Use, including those restrictions prohibiting the reproduction, resale, redistribution, transmission and publication of the Avitru Site Content.

Links to The Avitru Site. Avitru welcomes links to the Avitru Site. You are free to establish a hypertext link to the home page of the Avitru Site so long as (a) the link does not state or imply any sponsorship of your site by Avitru; and (b) you do not link to any page within the Avitru Site beyond the home page or first page without first obtaining Avitru’s prior written consent.

No Framing. Without Avitru’s prior written permission, you may not frame or in-line link any of the Avitru Site Content or any services offered through the Avitru Site, or incorporate into any other website or other service any of the intellectual property of the Avitru Site, Avitru, its licensors or its service providers.
COPYRIGHT INFRINGEMENT
Notice and Takedown Request

Avitru respects others’ intellectual property rights; however, the Avitru Site contains information that may be provided by or obtained from third-party sources. If you believe that your copyrighted material is being infringed by anything on the Avitru Site, you may submit a notification pursuant to the Digital Millennium Copyright Act by providing a writing statement to Avitru’s Copyright Agent at erik.gustafson@leclairryan.com (via electronic mail) or C. Erik Gustafson, Attorney at Law, LeClair Ryan, 2318 Mill Road, Suite 1100, Alexandria, VA 22314 (via certified or registered mail), which notification must include: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that allegedly has been infringed; (2) a description of the copyrighted work that you claim has been infringed, including the web page address of the location where the copyrighted work exists or a copy of the copyrighted work; (3) a description or location of the material on the Avitru Site that you claim is infringing; (4) information we can use to contact you, including your address, telephone number, and e-mail address; (5) a statement by you that you have a good faith belief that the use of the allegedly infringing material is without the authorization of the copyright owner, its agent, or applicable law; and (6) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that your are the copyright owner or authorized to act on the copyright owner’s behalf.

Counter-Notice

If you believe that any content that you previously submitted to the Avitru Site that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to post and use the content at issue, you may send a counter-notice containing the following information to Avitru’s Copyright Agent at the physical and/or e-mail address set forth above, which counter-notice must include: (1) your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location within the Avitru Site at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in which your address is located, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by Avitru’s Copyright Agent, Avitru may send a copy of the counter-notice to the original complaining party informing that person that Avitru may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Avitru’s sole discretion.

NO UNLAWFUL OR PROHIBITED USE

Without limiting the foregoing, while using the Avitru Site, you may not:
restrict or inhibit any other user from using or viewing the Avitru Site;
use the Avitru Site for the benefit of any third party;
disassemble, decode, decompile or otherwise reverse engineer the Avitru Site or any services or software offered through the Avitru Site;
use any data mining, robot, spider, scraper, or other automated means to access the Avitru Site, any services offered through the Avitru Site or the Avitru Site Content for any purpose without our express written permission; however, this provision shall not apply to the indexing or updating of search engines;
take any action that would impede or interfere with the operation of the Avitru Site, any services offered through the Avitru Site or the Avitru Site Content;
transmit to the Avitru Site any information or software that contains a virus, Trojan horse, worm, or other harmful component;
upload, post, e-mail or transmit any content that is unlawful, harmful, threatening, abusive, disparaging, defamatory, libelous or obscene;
impersonate any person or entity, attempt to hide the origin of any information you submit to the Avitru Site or falsely state or otherwise misrepresent your affiliation with another entity;
upload, post, email or transmit any content that you do not have a right to make available under any law or under any contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation, without our express written approval;
instigate or encourage others to commit illegal activities or cause injury or property damage to any person;
collect, publish or store personal data about other visitors;
obtain or attempt to obtain any materials or information through any means not intentionally made available through the Avitru Site; or
Circumvent, disable or otherwise interfere with security-related features of the Avitru Site, including without limitations, any features that limit access to or enforce privacy settings applicable to the profiles of the Avitru Site users.

INFORMATION SUBMITTED BY YOU

You agree to abide by the restrictions set forth above with respect to your submission of any content or information to the Avitru Site. You are solely responsible for the content and information you upload to the Avitru Site. Avitru is not under any obligation to monitor the information residing on or transmitted to the Avitru Site, but if it should choose to do so, any party posting information to the Avitru Site agrees that Avitru may modify or delete any information residing on or transmitted to the Avitru Site that, in its sole discretion, it believes violates these Terms of Use. The use, display, distribution or publication of any materials posted by third parties on the Avitru Site does not constitute or imply an endorsement of such materials or their contents by Avitru and Avitru expressly disclaims all responsibility for such materials.

Any party posting information represents that he or she is the sole owner of all rights in such materials, including copyrights, or otherwise has all necessary rights to use and license the use of such materials. The posting party agrees that Avitru may use in any manner and without limitation all such posted materials, that all such materials will become a part of Avitru database, and Avitru will own all content that it creates based upon or incorporating such material. By submitting any materials (including, but not limited to, any text, photos, video or other content) to the Avitru Site including, without limitation, by making blog or forum posts, submitting comments or otherwise using any other feature of the Avitru Site that permits users to post information or content, you grant Avitru and anyone authorized by Avitru a perpetual, irrevocable, royalty-free, unlimited, worldwide, transferable, non-exclusive and unrestricted license to use, reproduce, modify, archive, publish, sell, exploit, display, create derivative works from, publicly perform, and otherwise distribute such material in any medium (whether now known or hereafter developed), in any manner and for any purpose that Avitru chooses. The foregoing grant includes the right to exploit any proprietary rights in materials you submit to the Avitru Site, including, but not limited to, rights under copyright, trademark or patent laws that exist throughout the world. Without limiting the generality of the previous sentence, you agree that we may use, distribute, share or otherwise provide such material under any terms that Avitru determines are appropriate to any third party without the requirement of providing you any form of compensation. You also agree that Avitru may identify you as the author of any of your postings by name, email address or user name. Avitru also reserves the right, in its sole discretion, (but assumes no obligation) to delete, move, or edit any postings that come to Avitru’s attention that Avitru considers unacceptable or inappropriate, whether for legal or other reasons. You understand that the technical processing and transmission of the Avitru Site, including content submitted by you, may involve transmissions over various networks, and may involve changes to the content to conform and adapt it to technical requirements of connecting networks or devices.

NO ENDORSEMENT

The Avitru Site may contain links to third-party websites which are not under the control of Avitru. Avitru is not responsible for the content of any linked site or for any link contained in a linked site, or any changes or updates to such sites. Avitru is providing these links to you only as a convenience, and the inclusion of any link does not imply that Avitru endorses, guarantees, or accepts any responsibility for the content on such a third-party site. If you link to a third-party website, you will be subject to such website’s legal terms and policies including, without limitation, such website’s terms of use and privacy policy.
Further, Avitru cannot and does not review every posting made in the Avitru blog or forum (including comments to blog or forum postings) or other forums and areas available for public postings within the Avitru Site. These postings include information and opinions from a variety of individuals and organizations other than Avitru. Avitru does not endorse or guarantee the accuracy of any posting, regardless of whether the posting comes from a user or from a member of the Avitru staff.

INDEMNIFICATION

You shall indemnify, defend and hold harmless Avitru, its affiliates, volunteers, partners and service providers, and their respective directors, officers, employees, affiliates and agents and their heirs, successors and assigns, from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys fees and costs) arising out of or relating to your acts or omissions related to your use of the Avitru Site, or any violation by you of these Terms of Use or any applicable law or third party rights. This Section shall survive the termination or expiration of these Terms of Use.

DISCLAIMER

THE Avitru SITE AND ALL THE Avitru SITE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE Avitru SITE, THE SERVICES AVAILABLE THROUGH THE Avitru SITE AND THE Avitru SITE CONTENT IS AT YOUR SOLE RISK. Avitru, ITS AFFILIATES, PARTNERS AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE Avitru SITE OR ANY SERVICES OFFERED THROUGH THE Avitru SITE INCLUDING, WITHOUT LIMITATION, THAT THE Avitru SITE OR SUCH SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES, WORMS OR OTHER MALICIOUS SOFTWARE. Avitru DOES NOT WARRANT THAT THE Avitru SITE CONTENT WILL BE ACCURATE, UP-TO-DATE, OR OTHERWISE RELIABLE. PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED THROUGH THE Avitru SITE OR ANY SERVICES OFFERED THROUGH THE Avitru SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS TERMS OF USE AGREEMENT.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, Avitru DISCLAIMS ON BEHALF OF ITSELF AS WELL AS ITS AFFILIATES, PARTNERS AND SERVICE PROVIDERS, ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION ON LIABILITY

IN NO EVENT SHALL Avitru, ITS AFFILIATES, LICENSORS, PARTNERS OR ITS SERVICE PROVIDERS AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, AND SUBSIDIARIES BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR DATA ARISING OUT OF OR RESULTING FROM THE Avitru SITE OR THE Avitru SITE CONTENT, UNDER ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY. YOU AGREE THAT Avitru’S LIABILITY AND THE LIABILITY OF ITS AFFILIATES, PARTNERS AND SERVICE PROVIDERS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE Avitru SITE OR ANY OF THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED $100.00.

SPECIAL JURISDICTIONAL ISSUES

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

GOVERNING LAW; LOCATION OF LAWSUITS

These Terms of Use shall be governed and construed by the laws of the State of Utah, without regard to its choice of law rules. You agree that, by entering into these Terms of Use and accessing and/or using the Avitru Site, you are transacting business in the State of Utah and are subject to jurisdiction in its courts. Any legal or equitable action arising from these Terms of Use or in connection with the Avitru Site shall be commenced and maintained in a court of competent subject matter jurisdiction within the State of Utah, and you consent to personal jurisdiction and venue in any such court. In the event it is held that jurisdiction or venue is wanting in such a court, an action then may be commenced in any other court having proper jurisdiction under applicable statutes and court rules. In the event of any dispute adjudicated between the parties, whether in litigation or permitted appeal, the prevailing party shall be entitled to recover from the party not prevailing its reasonable attorneys’ fees and costs incurred in such proceeding. The parties agree that neither may bring a claim or assert a cause of action against the other, in any forum or manner, more than one (1) year after the cause of action accrued, except where the party could not have reasonably discovered the wrong giving rise to the claim within the basic facts supporting the claim within one (1) year.

OTHER TERMS

These Terms of Use constitute the entire agreement between you and Avitru in connection with the subject matter hereof. The waiver or any modifications of any provision of these Terms of Use or any right, power or remedy hereunder shall not be effective unless made in writing and signed by Avitru. No failure or delay by Avitru in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof. If a court of competent jurisdiction finds any provision of these Terms of Use to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. Avitru shall have no liability whatever for delays or interruptions in delivery or accessibility of any portion of the Avitru Site, interruptions of service or other breach of these Terms of Use due to fire, explosion, lightning, power surge or failure, water, acts of God, war, civil disturbance, terrorism, acts or omissions of communications carriers, or other causes beyond Avitru’s reasonable control.

MODIFICATIONS TO THE Avitru SITE

Avitru reserves the right, for any reason and without notice, in its sole discretion, to change, modify, add, suspend, remove, discontinue or terminate access, in whole or in part, to the Avitru Site or any aspects of the Avitru Site at any time. Avitru further reserves the right to impose registration, password and other securities precautions on access to certain portions of the Avitru Site at any time.