ACD Corporation’s Terms of Use Agreement (“Agreement”)

Date Last Revised: July, 2010

This Agreement sets forth the terms and conditions that apply to your access and use of this internet web site owned and operated by AutoClaims Direct Inc., an Arizona corporation (“ACD”), and located at acdcorp.com. By using ACD you agree to be bound by the terms and conditions of this Agreement and of ACD’s Privacy Policy, as they may be amended from time to time in the future (see “Modifications” below). In this agreement, you understand that AutoClaims Direct Inc., ACD, and acdcorp.com are used interchangeably.

1. Accepting these Terms of Use

By using the website, information, tools, features and functionality located on www.acdcorp.com or any AutoClaims Direct Inc., owned and operated websites (together the “Sites”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Member” (which means that you have registered with ACD and/or acdcorp.com). The term “you” or “User” refers to a Visitor or a Member. If you wish to become a Member, communicate with other Members, and make use of the Service, you must contact us to register.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with ACD. By accepting this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity.

2. Privacy

For information about ACD’s information and data protection practices, please read ACD’s Privacy Policy. This policy explains how ACD treats your personal information, and protects your privacy. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site, or as otherwise specified upon posting.

3. acdcorp.com Application

At ACD, we provide applications for users that facilitate the process and handling of claims. Users may only access ACD’s applications if employed or contracted by ACD or if accessing the application on behalf of a client.

4. Information from Third Parties

ACD may work with one or more third parties to provide certain online information in connection with the Service. Unless otherwise indicated, ACD does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality or non-infringement. ACD is not responsible for the products and services offered by third parties, or on third-party sites.

5. Third Party Links and Services

Some parts of the platform may be supported by sponsored third party links and displayed offers that may be custom matched to you based on information stored in the Service, queries made by members through the Service or other information.

In connection with any such offers, the Service may provide links to other web sites belonging to ACD partners, advertisers and other third parties. ACD does not endorse, warrant or guarantee the products or services available through any such offers (or any other third-party products or services advertised on or linked from our site), and ACD is not an agent or broker or otherwise responsible for the activities or policies of third party web sites.

6. Your User Information

You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your Login ID, allows you to access the platform. That Login Id and password, together with any mobile number, email address, business information or other contact information you provide on your “Registration Information” or “Membership Request.”

By providing us with your e-mail address, you agree to receive all required notices electronically, system alerts, password retrieval requests, communications to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify ACD immediately at the email address info@acdcorp.com.

7. Your Use of the Platform

Your right to access and use acdcorp.com is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Platform for lawful purposes.

In order for the Platform to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Platform to you may be affected.

Your access and use of acdcorp.com may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of acdcorp.com or other actions that ACD, in its sole discretion, may elect to take. ACD cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. ACD cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.

8. Confidential Information

You understand that “Confidential Information” means the nonpublic and proprietary information revealed by or about the Company, the System, and its users. You understand that you will have access to or will receive Confidential Information and agree that you will keep all information acquired from the System, whether in connection with your use or otherwise, confidential. You agree that you will only use the Confidential Information for the purposes of evaluating the selected claim and will only permit access to employees or other designated individuals who are assisting with the claim. Further, you agree that you will not use the information and will not disclose to any third party other than as permitted through use of the System or as required by law.

You agree to comply with all data privacy and protection laws, rules, and regulations applicable to the use of the AutoClaims Direct Inc., or to any data or information provided therein. The Company agrees to hold the described nonpublic personal information in confidence and not to intentionally disclose such information to any third party or use it for any purpose other than as necessary to carry out the AutoClaims Direct Inc., services or as permitted by law. We also agree to maintain all physical, technical, and administrative safeguards required by law to protect nonpublic personal information from unwarranted, accidental or unauthorized access, disclosure, modification or destruction.

9. Online and Mobile Alerts

ACD may from time to time provide automatic alerts and voluntary account-related alerts.

Automatic alerts may be sent to you following certain changes made online to your ACD account, such as a change in your User Information. You do not need to activate these alerts. Although you may have the option to suppress some of these automatic alerts, we recommend that you do not since they may be security-related.

Voluntary account alerts may be turned on by default as part of the Service. ACD may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert may have different options available, and you may be asked to select from among these options upon activation of your alerts service.

Any such electronic alerts will be sent to the email address you have provided as your primary email address for ACD. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change. Changes to your email address will apply to all of your alerts.

Alerts may include your acdcorp.com Login ID and some information about your accounts. Anyone with access to your email will be able to view the content of these alerts.

10. Alert Disclaimer

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. ACD does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that ACD shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

11. Rights You Grant to Us

As the owner of any and all claim information, any detailed claim data, passwords, usernames, and other log-in information, materials or other content (collectively, “Accounts Content”) you provide to us through the Service, you are licensing, free of any charge, to ACD solely for the purpose of providing the Service. ACD may use such Accounts Content, but only to provide the Service to you and to collect aggregate and anonymous information to be used at ACD’s discretion. By submitting Accounts Content, you represent that you are entitled to submit it to ACD for use for this purpose, without any obligation by ACD to pay any fees or other limitations.

You hereby authorize and permit ACD to use information submitted by you to the Service (such as account passwords and users names) to configure the Service so that it is compatible with the third party sites upon your agreement and acceptance.

12. ACD’s Intellectual Property Rights

The contents of ACD and www.acdcorp.com, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under United States and other applicable copyright, trademark and other laws. The contents of ACD belong or are licensed to ACD or its software or content suppliers. ACD grants you the right to view and use ACD subject to these terms. You may download or print a copy of information provided on ACD for your personal, internal, and non-commercial use only. Any distribution, reprint, or electronic reproduction of any content from ACD, in whole or in part, for any other purpose is expressly prohibited without our prior written consent.

13. Access and Interference

You agree that you will not:

1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor ACD or any portion of ACD, without ACD’s express written consent, which may be withheld in ACD’s sole discretion;

2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate www.acdcorp.com, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);

3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of ACD or the Service; or

4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of ACD or the Service.

5. Rules for Posting to Bulletin Boards, Blogs or Elsewhere on the Service.

As part of the Service, ACD allows Members to post content on blogs, claims and/or at various other available locations on ACD that are solely accessible by other approved and registered ACD Members.

1. You are responsible for the accuracy of all content you submit to ACD.

2. By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with ACD and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through ACD, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of ACD and under this Agreement.

3. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.

4. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

5. You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of ACD, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.

6. You may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services.

7. You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of ACD that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.

8. You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.

14. Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH ACD OR PROVIDED THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. ACD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF ACD OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

ACD MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON ACD OR OF THE SERVICE, WHETHER SUCH CONTENT IS PROVIDED BY ACD OR BY A USER OF THE SERVICE, AND ACD EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ACD MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION.

15. Non-circumvention Agreement.

You understand and agree that you will not at any time attempt to in any manner to circumvent us or the System or otherwise exploit our services or the System. In the event of a direct circumvention by you, we may be entitled to damages available to us by law.

16. Legal

No Legal Advice. The Company does not provide legal services or engage in the practice of law. You understand and agree that no information provided on the Site or posted in connection with ACD is intended to constitute, or constitutes, legal advice. You agree that standardized documents and provisions offered on the Site or in connection with the System should not be used as a substitute for legal advice and should be reviewed by your own counsel.

Legal Compliance. You agree to comply with all applicable laws, statutes, and regulations with respect to your use of the System. You further agree to obtain and maintain during the term of this Agreement all regulatory approvals, authorizations, licenses, permits, and other permissions, consents, and authorities whatsoever needed to use the System.

Warranty and Disclaimer.

17. Limitations on ACD’s Liability

ACD SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO ACD, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF ACD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ACD’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO ACD WITHIN THE PAST ONE-YEAR, IF ANY, WHICHEVER AMOUNT IS GREATER.

YOU AGREE THAT ANY CAUSE OF ACTION ARSING OUT OF OR RELATED TO YOUR USE OF THE ACD’S SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE ACCRUES – OTHERWISE, ANY SUCH CAUSE IS PERMANENTLY BARRED.

1. Your Indemnification of ACD

You shall defend, indemnify and hold harmless ACD and its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

2. Ending your relationship with ACD

This Agreement will continue to apply until terminated by either you or ACD.

If you want to terminate your legal agreement with ACD, you may do so by contacting us directly.

ACD may at any time, terminate its legal agreement with you:

  1. if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
  2. if ACD in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
  3. for any or no reason, in ACD’s sole discretion, immediately upon notice to the e-mail address provided by you as part of your Registration Information.

3. Modifications of this Agreement

ACD may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on the www.acdcorp.com site. In addition, the Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit the www.acdcorp.com website and/or use the Service after those changes are posted.

4. Governing Law and Venue for Disputes

This Agreement, and your relationship with ACD under this Agreement, shall be governed by the laws of the State of Arizona without regard to its conflict or choice of law provisions. Any dispute with ACD, or its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, arising under or in relation to this Agreement shall be resolved exclusively within the county of Yavapai, Arizona, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case ACD may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, ACD is able to offer the Service at the terms designated, without charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with ACD, its affiliates, officers, directors, shareholders, employees, agents, consultants, and advisers, arising out of or relating to your use of the Service or this Agreement:

* YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and

* YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

5. Miscellaneous

If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if ACD does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which ACD has the benefit of under any applicable law), this will not be taken to be a waiver of ACD’s rights and that those rights or remedies will still be available to ACD.

All covenants, agreements, representations, and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement (including the incorporated Privacy Policy) entered into by a user or client if applicable, represents the entire understanding and agreement between you and ACD regarding the subject matter of the same, and supersedes all other previous agreements.