MEMBERSHIP TERMS AND CONDITIONS
IMPORTANT - PLEASE READ CAREFULLY: THIS IS A CONTRACT. THESE MEMBERSHIP TERMS AND CONDITIONS ("TERMS AND CONDITIONS") GOVERN YOUR ACES MEMBERSHIP AND USE OF THE ACES MEMBERSHIP WEBSITE LOCATED AT HTTPS://WWW.REPAIRACES.ORG. BY ACCEPTING THESE TERMS AND CONDITIONS, EITHER BY 1. CLICKING A BOX INDICATING YOUR ACCEPTANCE, 2. BY EXECUTING A MEMBERSHIP ENROLLMENT FORM OR 3. BY PAYMENT OF MEMBERSHIP FEES, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE AGREEING TO THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS OF AND, IN WHICH CASE, "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEEMENT AND MAY NOT USE THE BENEFITS OR MEMBERS ONLY ARE OF THE WEBSITE LOCATED AT HTTPS://WWW.REPAIRACES.ORG.
The following Terms and Conditions govern The Association for Commercial Equipment Solutions, LLC ("ACES") Membership and the benefits available thereunder (collectively, the "ACES Membership"). Each Member, including its employees, officers and directors, agrees to abide by the Terms and Conditions of ACES Membership ("Terms and Conditions"), as set forth below. ACES may change the Terms and Conditions, at any time, with or without notice, and each Member's continued participation in the ACES Membership shall be considered acceptance of such changes. Failure to comply with the ACES Terms and Conditions may result in the suspension or termination of the ACES Membership, with such suspension or termination to be determined in the sole and absolute discretion of ACES. Additionally, ACES may pursue all available legal and equitable remedies.
1. Admission to ACES Membership. Admission to ACES Membership is conducted online via the ACES website, through the ACES administrative offices, or at an industry event. No application for membership shall be denied on any characteristic protected by law.
2. Membership Categories. Membership shall be divided into the following categories:
2.1 Repair Business Memberships. Repair Business Memberships are available to businesses that perform maintenance and repairs including independent shops, fleets, dealer repair shops, leasing companies, and truck stops.
2.2 Allied Memberships. Allied Memberships are available to any business that sells products and services or provides support to our Repair Business Members.
2.3 Vendor Memberships. Vendor Memberships are available to an additional rooftop location of an existing paid member. The location must be owned by a member who has paid full price
3. Description of ACES Benefits. Each Member is entitled to receive discounts and other benefits on specified industry related and other products and services offered by participating Affiliates (collectively, "Benefits").
a. All Benefits, including, without limitation, a then current listing of participating ACES Affiliates ("Affiliates"), are accessible online at http://www.repairaces.org/memberbenefits (the "Benefits Website"). To access Benefits or information related to Benefits from the Benefits Website, a Member will be required to be a member in good standing and enter its registered email address and password to access the Members Only Area.
b. ACES has negotiated with the providers of Benefits in an attempt to acquire the best possible products, services and discounts for its Members. Discounts and other Benefits available to Members are based upon negotiated group discounts from a participating Affiliate's usual and customary fees, or on national or regional fees for such Product. Discounts and other Benefits available to Members may not be combined with discounts from any other discount program.
c. All Benefits are subject to discontinuation, change, modification, improvement or substitution without notice and ACES makes no representations or warranties with respect to, and accepts no responsibility or liability for, out of date or erroneous information related thereto.
d. Although ACES is confident with the quality of the Benefits, ACES does not guarantee or warrant any Benefits offered via the ACES Membership. Any dispute with an Affiliate regarding a Benefit shall be resolved directly with the Affiliate providing such Benefit and ACES shall be held harmless.
e. Members must go through the Member Portal of the Website or use supplied coupons, vouchers, or codes, in order to receive Member Benefits. If an ACES Member goes directly to an Affiliate for products and services, ACES will not be responsible to reimburse the Member for any discounts, add-ons, or benefits they did not receive from that Affiliate.
4. Membership Term; Renewals.
4.1 Membership Term. A Member shall be entitled to all of the Benefits available to Members of the ACES Membership for a twelve (12) month period, commencing on the date of payment of the Member's application for enrollment (the "Membership Term").
4.2 Renewals. Member agrees to be charged at the time of renewal based on the type of Membership selected and such Membership shall automatically renew for additional periods equal to the expiring Membership Term, unless the Member gives ACES notice of non-renewal at least thirty (30) days before the end of the current Membership Term. A Member may cancel this Agreement and the ACES Membership via e-mail to [email protected] or by sending such request to Attn: Membership, 160 Charlois Blvd, Winston-Salem NC 27103. ACES cannot guarantee that it receives any mail that Member claims to have sent. Member should, at Member's own expense, send any notices to ACES in a form to ensure to Member that their communication arrived at ACES, which form may include but not be limited to FedEx, UPS, USPS Return Receipt Requested and USPS Certified Mail.
5. Membership Fees; Payment.
5.1 Membership Fees, General. Membership Fees are a simple, flat rate dependent on categorization of a Member as designated in Section Two (2) of these Terms and Conditions. Current Member Fees are reflected on http:///www.repairaces.org. Any revision to the Membership Fees shall be communicated to Members not less than sixty (60) days before becoming effective.
5.2 Initial Membership Fee Payment. Initial Membership Fees will be automatically billed to Member's designated credit card account provided upon Membership Application or other authorized billing source authorized upon enrollment. Once the payment has been processed, Member will receive an electronic (email) notification that payment has been applied to Member's card for the sum of the Initial Membership Fees from ACES.
5.3 Renewal Membership Fee Payment. Unless Member cancels the ACES Membership in accordance with Section 4.2 of these Terms and Conditions, ACES will automatically renew Membership at the end of such then-current Membership Term as authorized upon enrollment and bill the then-current Renewal Membership Fee to the designated billing source. By agreeing to the automatic Renewal Option, Member accepts these Terms and Conditions authorizing ACES to charge the credit card or debit the debit card account that Member has specified in the amount of the balance due as part of Member's ACES Membership. Member agrees that the payment card specified by Member for automatic bill payments to ACES is, and will continue to be, an account that Member owns, and that Member will maintain sufficient availability under Member's credit card limit, or sufficient funds in the account linked to Member's debit card or checking account, as applicable, to pay Member's ACES Membership Renewal Fee. The automatic charge to Member's credit card or debit to Member's debit card account will occur within two (2) business days of the start of the new Membership Term. These Terms and Conditions will constitute Member's copy of Member's automatic renewal authorization to ACES. Member should print and retain a copy of this automatic renewal authorization for Member's records.
Designated Billing Source, Types of Payments.
Upon Enrollment, Member shall designate a Billing Source for Initial
Membership Fees and all Renewal Membership Fees.
ACES utilizes a third party service to process payments and accepts
Check, E-Check, ACH or Credit Card for Membership Fees. Credit Card is the
preferred method of payment. If a
Member wishes to make payment via Credit Card, Member shall cooperate in
executing the appropriate credit card authorization forms required by ACE's
Credit Card Processor. If a Member
provides credit card information to ACES, Member authorizes ACES to charge such
credit card for all for the Initial Membership Fee Payment and for any Renewal
Membership Fee payments. Member will
receive a confirmation once payment has been received.
If a Member chooses the "Bill Me" feature when submitting an online
application for Membership, Membership will not be active and no Benefits or or
logins will be disbursed until payment is received.
5.5 United States Funds Only. All Membership Fees must be paid in United States Funds Only.
5.6 Online Payment Terms and Conditions. The ACES online payment service is provided to Member to facilitate payment of dues. Member will receive a confirmation once payment has been received. ACES utilizes a third party service to process payments. ACES will not be liable for any deficiencies in the accuracy, completeness, availability, privacy, security or timeliness of payment information sent via this online payment service. ACES will not be liable for any damages of any kind arising from the use of this online payment site, including, but not limited to, direct, indirect, incidental, consequential, exemplary, and punitive damages. ACES will not be liable for any breach of Member's personal or credit card information resulting from the interception of such information during its transmission to ACES. Member expressly agrees that its use of this service is at Member's sole risk. Member agrees that it will not intentionally provide false information when accessing or using the ACE's online payment service.
5.7 Late Payments. Should a Member choose the invoicing option for Initial Membership Fees and/or Renewal Fees, in the event payment is ten (10) or more days overdue, ACES reserves the right to suspend the Membership and Benefits until the Membership Fees are paid in full.
5.8 Refund Policy. If for any reason, the Member terminates the Aces Membership within the first ninety (90) days from the inception date of the Membership, then and in that event, ACES shall refund Fifty Percent (50%) of the dues paid by the Member less the value of any discounts or Benefits already received. The Member must terminate its Aces Membership within the time frame set forth above AND communicate said termination in writing, signed by the Member, and received by ACES within one hundred (100) days from the inception date of the Membership so terminated." After the first ninety (90) days of initial Membership, all Initial Membership Fees and Renewal Membership Fees paid by Member to ACES are final and non-refundable, regardless of whether Member has been using the Benefits or not. If Member cancels its membership before the end of a Membership Term for which Member has paid the Membership Fee, the Member cannot receive a refund of such Membership Fee nor any portion thereof.
5.9 Insufficient Funds, Service Fees. ACES will not be responsible for any fees or penalties associated with insufficient funds, bounced checks or any other form of fee due to a charge of the Membership Fee or any subsequent renewal fees.
5.10 Taxes. Fees are exclusive of taxes and are net amounts to be fully paid without any tax deductions (in particular, any local withholding taxes or sales tax on payments). Customer accepts sole responsibility for the payment of any fees, taxes, charges or assessments imposed on Member or ACES to be paid to any foreign or domestic national, state, or local government bodies or subdivision thereof and any penalties or interest. The Parties acknowledge that the Membership Fees are currently characterized as services for which sales taxes do not apply. ACES shall notify Member upon ACES having actual knowledge of any legislation to impose sales or similar taxes on the Membership Fees.
5.11 Billing Information. All Invoices shall be sent electronically to the e-mail address provided to ACES by Member. Member is responsible for providing complete and accurate billing and contact information, including but not limited to any billing email addresses, to ACES and notifying ACES of any changes to such information. ACES is not responsible for cancellation of the Membership Services due to failure to notify ACES of an email billing address or any other billing contact information changes.
6. Electronic Disclosure and Consent. Your submission of a Membership Application shall constitute Member's consent to receive any and all disclosures, notices and other communications including any notice that may be legally required to be provided to You regarding this Agreement, in electronic form. ACES will provide all future disclosures and notices by sending an alert to the electronic mail address that you have provided. Member has the right to withdraw this consent, but if Member withdraws consent, ACES will immediately terminate the ACES Membership and/or the Benefits. To withdraw consent, Member must contact ACES by sending such request to Attn: Membership, 160 Charlois Blvd, Winston-Salem NC 27103. ACES cannot guarantee that it receives any mail that Member claims to have sent. Member should, at Member's own expense, send any notices to ACES in a form to ensure to Member that their communication arrived at ACES, which form may include but not be limited to FedEx, UPS, USPS Return Receipt Requested and USPS Certified Mail.
7. Member Information. It is Member's responsibility to maintain accurate contact information in its Member profile. ACES shall not be responsible for any inaccurate information contained within Member's Profile including Membership renewal e-mail addresses or invoice billing addresses.
Contributions to ACES.
Members may contribute to ACES Content, in various forms including, but
not limited to, submitting ideas, participating in committees, Advisory
Councils, training events, and making presentations. Member hereby fully and
irrevocably grants, assigns and conveys to ACES all rights, title and interest
worldwide in and to all Content conceived, authored, developed or delivered by
Member, Member's officers, directors, employees, agents and independent
contractors acting on Member's behalf, either solely or jointly with others.
9. ACES Member Representation and Obligations. In return for the Benefits available under the ACES Membership, each Member acknowledges such Member's obligations to ACES as follows: (a) Member warrants that the Individual applying for Membership has the legal power to do so and has the ability to bind the Member to these Terms and Conditions; (b) Member has read the "Membership Terms & Conditions" carefully, and understands the provisions of the ACES Membership, Benefits, and the billing method for the payment of the Initial Fee and any Renewal Fees; (c) Member may cancel its Membership at any time prior to the conclusion of the then current Membership Term and will not be entitled to a refund of the pro rata unused portion of the Membership Fee other than as described in Section 5.8; (d) the Membership Term will renew automatically effective the first day following the conclusion of the existing Membership Term unless you elect to cancel in accordance with Section 4.2 of these Membership Terms and Conditions; (e) the Benefits of the ACES Membership are not assignable without the express written consent of ACES, (f) Member agrees to allow ACES and its Affiliates to contact it, and any of its authorized representatives, directly regarding Benefits via e-mail, phone call, or text message; (g) to use Members name, logo, or likeness in any of its marketing or promotional materials; (h) Member agrees not to share any proprietary information supplied you by ACES, including but not limited to, coupon codes, vouchers, discounts, incentives, links, or login information and the like to any third-party, individual, entity or institution. A violation of this provision will result in forfeiture of the Aces Membership and potential legal action from ACES and its Members and/or potential legal action from Affiliates; and (i) ACES assumes no responsibility for the payment of or contribution to any use or sales tax on Benefits that may be imposed by any state or federal taxing authority and such taxes, to the extent imposed, shall remain the sole responsibility of the Member or the direct provider of the Benefits, as the case may be.
Disclaimers; Limitation of
10.1 REPAIRACES.ORG. THE REPAIRACES.ORG SITE, ACES CONTENT AND ANY OTHER GOODS OR SERVICES PROVIDED BY ACES ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS MADE BY ACES WITH RESPECT TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. FURTHERMORE: (a) ACES MAKES NO WARRANTY THAT THE ACES SITE OR ACES CONTENT, AND ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; (b) MEMBER'S USE OF THE ACES SITE AND ACES CONTENT, AND MEMBER'S RELIANCE THEREON, IS AT MEMBER'S OWN RISK; (c) ACES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ADEQUACY, TRUTH, COMPLETENESS, ACCURACY OR TIMELINESS OF ACES CONTENT, AND; (d) ACES EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL ACES OR ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM, OR ARISE OUT OF MEMBER'S MEMBERSHIP IN ACES, THE USE OF, OR INABILITY TO USE, THE ACES SITE OR ACES CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ACES OR ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ACES WILL NOT BE LIABLE FOR ANY ACTS BEYOND ITS CONTROL INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTS, WORK STOPPAGE, FIRE, CIVIL DISOBEDIENCE, RIOTS, TERRORIST ACTS, REBELLIONS, ACCIDENTS, EXPLOSIONS,INTERRUPTIONS OR IMPERFECTIONS IN INTERNET OR TELEPHONE SERVICE, COMMUNICATION LINES OR REQUIPMENT FAILURES, Vendor MALFUNCTIONS, ELECTRICAL DISTURBANCES, BROWN-OUTS OR BLACK-OUTS, FLOODS, STORMS, EARTHQUAKES, ACT OF GOD AND SIMILAR OCCURRENCES OR DISTRUBANCES DUE TO AN ACT OR OMMISSION OF THE MEMBER, INCLUDING BUT NOT LIMITED TO INADEQUATE OR HARDWARE FAILURE. ACE'S MAXIMUM LIABILITY TO ANY MEMBER SHALL BE THE AMOUNT OF THE MEMBERSHIP DUES PAID BY MEMBER TO ACES IN THE TWELVE MONTHS PRECEDING THE MEMBER'S CAUSE OF ACTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, ACES AND ITS ADVERTISERS', VENDORS', PRODUCT OR SERVICE PROVIDERS' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED AS MUCH AS PERMITTED BY THE LAW OF SUCH JURISDICTION.
10.2 AFFILIATES. ACES SHALL HAVE NO LIABILITY IN REGARD TO ANY SERVICES PROVIDED, OR TO BE PROVIDED, BY AN AFFILIATE. ALL AFFILIATES ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES, PARTNERS OR JOINT VENTURE PARTNERS WITH ACES. ACES SHALL HAVE NO LIABILITY IN REGARD TO ANY BENEFITS PROVIDED, OR TO BE PROVIDED, BY ANY AFFILIATE. MEMBER AGREES THAT CLAIMS WITH REGARDS TO BENEFITS SHALL BE MADE AGAINST THE AFFILIATE PROVIDING OR PERFORMING SUCH BENEFIT AND NOT ACES. ALTHOUGH ACES, UPON REQUEST BY THE MEMBER, WILL ENDEAVOR TO INTERVENT IN CONJUNCTION WITH A MEMBER EXPERIENCE A PROBLEM OR DISCREPANCY WITH AN AFFILIATE, IN THE EVENT ANY PRODUCT OR SERVICE PURCHASED BY A MEMBER IS CANCELLED, MODIFIED, DEFECTIVE, OR OTHERWISE UNSATISFACTORY TO THE MEMBER, THE MEMBER WILL LOOK SOLELY TO THE AFFILIATE OF THE BENEFIT FOR ANY REPAIR, REFUND, EXCHANGE, OR SATISFACTION OF THE CLAIM. MEMBER UNDERSTANDS AND ACKNOWLEDGEDS THAT ACES CANNOT FORCE AFFILIATES TO PROVIDE ANY PRODUCT, SERVICE, DISCOUNT OR PROMOTION AND THAT AFFILIATES ARE FREE TO RUN THEIR BUSINESS AS THEY SEE FIT AND BEGIN/HALT SUCH EFFORS AT THEIR OWN DISCRETION.
11. Disclaimer of Warranties. UNLESS AN AFFILIATE HAS AGREED OTHERWISE, ALL BENEFITS, PRODUCTS, SERVICES, ADVICE, MERCHANDISE AND INFORMATION AVAILABLE TO MEMBERS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE ABOVE, NO WARRANTY OR GUARANTY IS GIVEN REGARDING THE COMPLETENESS, ACCURACY, RELIABILITY OR QUALITY OF ANY INFORMATION, CONTENT, DATA, SERVICE, ADVICE, SERVICE, PRODUCT OR MERCHANDISE PROVIDED OR AVAILABLE TO, OR PURCHASED BY MEMBERS THROUGH THE BENEFITS WEBSITE OR OTHERWISE THROUGH ITS ACES MEMBERSHIP.
12. Non-Circumvention in General. A Member may not utilize any discounts, Benefits, or other information gained from its ACES Membership to form a competing association or product.
13. General Release. Each Member, for itself, and on behalf of any officer, director, employee or independent contractor, who uses the Benefits available through ACES Membership ("Membership Beneficiary"), hereby forever releases, acquits and discharges ACES from any and all liabilities, claims, demands, actions and causes of action that such Member or such Member's legal representatives may have by reason of any monetary damage or personal injury sustained as a result of or during the use of any and all Benefits available through the Benefits and/or ACES Membership. The sole recourse available to a Member, Membership Beneficiary or their legal representatives shall be the cancellation of the Membership.
14. Surviving Provisions. Sections 3 (Description of ACES Benefits), 5 (Membership Fees; Payment), 8 (Contribution to ACES), 9 (ACES Membership Representations and Obligations), 10(Disclaimers; Limitations of Liability, 11 (Disclaimer of Warranties), 12 (Non-Circumvention in General), 13 (General Release) 14 (Surviving Provisions, 15 (Governing Law), 16 (Entire Agreement, and 17 (Binding Effect) shall survive any termination or expiration of the ACES Membership.
15. Governing Law; Arbitration. These Terms and Conditions, and the respective rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of North Carolina. Any dispute arising between the Member and ACES will be submitted to arbitration in the State of North Carolina in accordance with the rules of the American Arbitration Association then in effect. Nothing herein stated shall deprive Member of the benefits of its state's consumer protection laws.
16. Entire Agreement. The foregoing Membership Terms & Conditions contain the entire terms and agreements in connection with Member's participation in ACES Membership and no representations, inducements, promises or agreement, or otherwise, between ACES and the Member not included herein, shall be of any force or effect. If any of the foregoing terms or provisions shall be invalid or unenforceable, the remaining terms and provisions hereof shall not be affected thereby.
17. Binding Effect. The foregoing Membership Terms & Conditions shall be binding upon and inure to the benefit of ACES and the Member as well as their respective successors and permitted assigns.