1. Intranet Terms Of Use. We are ITI-SA, LLC You are seeking access to the password protected ITI-SA, LLC intranet or extranet website(s) and e-networks available at, through or under www.inlandhomes.com or any internet or intranet portal operated or maintained by us and/or under other uniform resource locator(s) and the related or linked websites which are intended for use by ITI® franchises, ITI® Licenses or other current or future franchises granted by ITI-SA, LLC("Licensees"), and others we designate (collectively, "Authorized Users"), and not the general public (collectively, the "ITI Intranet") – developed, hosted, maintained or operated by ITI-SA, LLC("we," "us," "our," or "Inland") or our designees or employees. This Terms Of Use Agreement (this "Agreement") sets forth the terms and conditions governing your use of the: (a) ITI Intranet; (b) products or service purchases via the ITI Intranet, and Authorized User’s access to and use of the webpage, sub-pages, URLs, links, trademarks, tradenames, trade dress, slogans, logos, copyrights, information, other content and services offered on or through the ITI Intranet, as well as software in source and object code provided to you through the ITI Internet or ITI Intranet (which, collectively with the ITI Internet and ITI Intranet, constitute the "Services"); and (c) ITI Intranet(s), the system and the Services through or as they relate to the use of internet and/or intranet, e-mail, proprietary online services, URLs, ISPs, websites, webpages, e-mail and other electronic media, content, advertising networking, linking, purchasing, promotion, selling, communication, or indirect or direct use of the services or any website and any e-network (collectively "e-commerce"). In this Agreement, we use the terms "you’ and "your" to refer to Authorized Users. However, the term "you" or "your" also includes the user of the ITI Intranet if such user is our employee or is an employee of an Authorized User. You agree that you are only authorized to use the services, visit, view and to retain a single copy of pages of the ITI Internet or ITI Intranet solely for lawful use in accordance with and subject to your (or your employer’s) franchise agreement or license agreement with us and the manuals, specification and standards we publish from time to time to designate approved uses of the Services (collectively, "Franchise Use") or vendor or other agreements with us, our Licensees or other Authorized Users ("Vendor Use") (we refer to Franchise Use and Vendor Use collectively or individually as "Authorized Use"), and sell, duplicate, download, upload, publish, modify or otherwise distribute any material on the services only for your (or your employer’s) own Authorized Use (in accordance with and subject to such agreements) unless otherwise specifically authorized by us. By your agreeing to or otherwise assenting to, or your or your authorized employees’ accessing or using the ITI Intranet, any passwords to any of the services, you (and such employees, as applicable) accept and agree to be legally bound by this agreement, as it may be amended or supplemented from time to time by us (as further described below), and agree to all of our operating rules and/or policies and the services that may be approved by us and published by us on the ITI Intranet or ITI Internet. All these rules and policies we designate are incorporated into this agreement by this reference. You (and your authorized employees) must agree to the terms of this agreement prior to utilization of the Services. You (and your authorized employees) will not be issued a password to enter the ITI Intranet until you (or they) do so.
2. Changes to this Agreement and the Services. We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this agreement, and to impose new or additional rules, policies, terms or conditions on your use of the services and e-commerce ("Additional Terms"). Such Additional Terms will be effective immediately and incorporated into this agreement upon our publishing them on the ITI Intranet, in our Manuals or other written communications, which may be given by any means we designate. Your accessing, use or continued use of the Services or any passwords we provide or you obtain to gain access them following any such notice will be deemed to conclusively indicate your acceptance of this Agreement and of any and all such Additional Terms. We also reserve the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the services or remove any content, postings, links, pages, services, or other materials, with or without notice to you; for any reason without any liability to you.
3. Code of Conduct. You represent and warrant that any information you post or provide to us, if any, by means of the ITI Intranet, including, without limitation, as part of any registration or application or to gain access to any services, is truthful, accurate and not misleading. Any information disclosed to you via the services including, without limitation, any content in the personalized areas of the ITI Intranet, may be used only by Authorized Users for its intended purpose. We expect that you will exercise caution, good sense and proper judgment in using the services and must not use any services in any manner that would violate your (or your employer’s) franchise agreement with us. You agree not to use the services or e-commerce for or in connection with any of the following activities: (a) any use that is not Authorized Use; (b) spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of our personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting; (c) violating or attempting to violate our security. (You are prohibited from violating or attempting to violate, and you agree not to violate, the security of the ITI Intranet, any franchisee webpage, the ITI Internet or the e-networks, or any of the services provided directly or indirectly as part of or in connection with the services or the e-networks. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the services); (d) any fraudulent or illegal purpose; (e) deep linking, any linking that is not expressly authorized by us or any use of any tools, programs, robotic algorithms or products to automatically download or "spider" the ITI Intranet or any of the pages of the services infringes on our copyrights; (f) transmitting material that (i) is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) infringes on any intellectual property rights (as defined below) of others or violates the privacy or rights of publicity of others. (For purposes of this agreement, the term "intellectual property rights" means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights); (g) e-mailing, uploading, or otherwise transmitting or using the services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortious, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another’s privacy or exploits children, or transmitting any sexually explicit materials, including images and other content; (h) transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer’s functionality or the operation of our (or anyone else’s) services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate our rules or policies; or (i) organizing any activity that is intended to, or likely to result in any franchisee, licensee or its franchise, license or employees breaching any agreement with us or bringing litigation, claims or boycott against us. In the event that your franchise agreement or license agreement with us is terminated or expires, you agree to return to us or destroy at our request any Software (source or object code) we provide to you under any agreement with us. In such event you agree to provide us access to, or will ship to us any hardware upon which such software was installed so that we can verify its removal.
4. Account Password and User ID. You must receive or establish one or more passwords and accounts in the manner we designate. Maintaining the confidentiality and security of your passwords and accounts is solely your responsibility. You will not be issued a password to enter the ITI Intranet until you do so. You must maintain the security and confidentiality of your password(s). You are entirely responsible for all activities that occur on or through your password(s), and you agree to notify us immediately about any unauthorized use of accounts or any breach of security. You agree that we and our affiliates will not be responsible for any losses incurred in connection with any misuse of or failure to secure passwords, nor shall they have any responsibility whatsoever for your failure to comply with this agreement.
5. Ownership. The trademarks, trade names, logos, color schemes, service marks, slogans, and similar means if identifying products or services displayed on any of the services, including without limitation, any variation of the term "ITI," (collectively, the "Marks") and other intellectual property rights are our or our licensors registered and/or common law marks or other intellectual property rights. All content and materials on the ITI Intranet including, without limitation, the Marks, button icons, images, audio clips, and software, copyrights, patents and other intellectual property rights included in the Services or the ITI Intranet, are our property or our licensors’ and are protected by U.S. and international copyright, patent, trademarks, and other proprietary rights and intellectual property rights laws. The compilation of all content comprising the services is our exclusive property and is protected by U.S. and international copyright laws. All software used on the services are our property or our licensors’ and protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law and for Authorized Use, no copying or exploitation of material from the Services is permitted without the express written permission of us and any other applicable copyright owner. You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks, copyrighted material from the Services. All rights not expressly granted under this agreement are expressly reserved to us.
6. Licensees are independent contractors you recognize, understand and agree that: (a) the franchised or licenses ITI® businesses (collectively, "Franchises") that we franchise or license to third parties (the Licensees) and their employees or agents are not our agents or employees; (b) Franchises and/or Licensees and their employees are independent contractors; we are not joint ventures, principal, employer, employee or agent of the Licensees or franchise; (c) Licensees and/or Franchises operate as separate legal entities and under franchise agreements between them and us; (d) you or any Franchisee or Franchise do(es) not have any right to speak for us or on our behalf or bind us to any contracts or obligations; and (e) we are not responsible for any of the acts or omissions of the Licensees or their Franchises.
7. Internet Policy. You must abide by our policies, procedures, system standards and the like that we designate from time to time relating to the use of the internet, e-commerce, software, the ITI Internet e-networks and similar electronic media (our "Internet Policy"). Our Internet Policy will become an integral and binding part of your agreements with us and, if you are a Franchisee, of our manual and any additions to our manual relating to this Agreement are incorporated into it by reference. For example, our Internet Policy may and currently does: (a) of you are a Franchisee, govern or require your use of an internet webpage / website via an URL designated by us and registered to us for every Franchisee (the "Franchisee Webpage"), to be accessed via the "ITI Internet"; (b) provide that the "ITI Internet" may, at our option, consists of the internet website(s), URLs, webpages, e-networks, information, content and services linked to each other, or separately, which bear our Marks which are intended for use by the general public, us and our Licensees (e.g., www.ITI.net); (c) require that each Franchisee Webpage, even if not linked to the "home" or "main" ITI Internet webpage, is considered part of the ITI Internet (i.e., www.ITI.net) as they are further described and defined in our manuals; (d) require that the advertising fund, the fund we designate in your franchise or license agreement (if any) or we, in the manner we designate (collectively, the "Fund"), bear some or all of the cost of developing, maintaining, and updating the services; (e) provide that we may charge you reasonable fees for such efforts; (f) designate or authorize the use of the services for any purpose that is within the scope of the authority of the Fund and other purposes that we designate from time to time as designated under your agreements with us; (g) provide or designate the use of franchise solicitation and sales materials on such services as we designate or through the services or e-commerce and permit us to offer or sell Franchises via the services or e-commerce without any contribution to the Fund from us for our doing so; (h) provide that we may utilize the services or any website(s) linked to them, to establish intranet or internet communities for business to business e-commerce, as well as other forms of e-commerce with customers or suppliers of products and services offered by or to us and our Licensees (collectively, "e-networks"); (i) grant us sole control over the development of and implementation of e-networks; (j) require you to participate in e-networks; (k) permit us to derive revenues from your participation in e-networks; and (l) allow us to monitor, access, intercept, copy and use any e-mails or other communications between you or others, or any data you create or store on, through or linked to the ITI Intranet (even what you (but not we) might consider to be "personal" or "privileged" e-mails). If you are someone other than a Franchisee, such Internet Policy will govern your use of the ITI Intranet, warranty policies, purchase policies, privacy, payment terms and the like. We reserve the right to add to, revoke, or change the Internet Policy from time to time. We also reserve the right to discontinue operation of or terminate development of any aspect of the services or e-networks, including the provision of Licensees’ webpages on the ITI Internet if we determine circumstances warrant doing so.
8. Privacy. You have no expectation of privacy regarding your use of the ITI Intranet in any manner. You must use the ITI Intranet only for authorized use. We may monitor, copy, retrieve, observe, intercept and prevent transmission of any information created on, stores on, transmitted by or created by the ITI Intranet, including but not limited to any communications that, if not associated with the ITI Intranet, might otherwise be considered by you (but perhaps not by us) as private, personal, or privileged. For example, we can observe, copy, intercept or prevent your transmission of your e-mails. We may also share any information we collect, observe or intercept with any others we designate, subject only to privacy agreements we may have with third parties.
9. We Make No Warranties. Unless otherwise expressly provided in a writing and delivered to you at the time of purchase, your use of the services is at your sole risk. The Services are provided on an "as is" and "as available" basis, without warranties of any kind, express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose or use, or any warranties of title or noninfringement. We do not warrant that the Services will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected. In addition, we do not warrant that information available on or through the Services including, without limitation, estimated fees based on user-provided input any sales transactions page or similar software function, are appropriate, accurate or available for use in any particular jurisdiction, and accessing them from jurisdictions where their contents are illegal is expressly prohibited.
10. Limitation of Liability. You expressly understand and agree that we will not be liable for any direct, indirect, incidental, special, punitive, consequential or exemplary damages arising out of or in any way related to this agreement or the use of the Services or any aspect of the Services, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages). To the extent the foregoing limitation of liability is, in whole or in part, held to be inapplicable or unenforceable for any reason, then the aggregate liability of us for any reason and upon any cause of action (including, without limitation, negligence, strict liability and other actions in contract or tort) arising out of or in any way related to the Services or this agreement shall be limited to direct damages actually incurred up to two hundred fifty dollars ($250). This Section does not limit your liability to us. The limitation of liability and limitations on warranties descried herein are in addition to and do not limit those included in the Terms of Use for the ITI Internet.
the limitation of liability herein applies to all liabilities in the aggregate, including, without limitation, those resulting from your use or your inability to use the ITI Intranet or services, or any other matter arising from or relating to the ITI Intranet. because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
11. Indemnity of Us. You agree to indemnify and hold us harmless, and, at our request, to defend us from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys’ fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) any aspect of the services, the internet (in any manner) or any other activities of yours accomplished using the services.
12. Choice of Law and Forum. The services are controlled by us from within the state of Florida, USA, although it may be accessed and used throughout the world. By submitting a registration or by accessing or using the services, you and we each agree that the substantive laws of the state of Texas, USA or the State of Louisiana, USA (depending on which state’s jurisdictional perquisites are met) will govern with respect to all matters relating to or arising from this agreement, or the use (or inability to use) the services, and that such laws will apply without regard to principles of conflict of laws. You and we agree and submit to the exclusive jurisdiction and venue of the appropriate state and federal courts located in either New Orleans, Louisiana, USA or in San Antonia, Texas, USA with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
13. Electronic Signatures. You acknowledge that your electronic submissions or use of the services in any manner constitute your agreement and intent to be bound by the agreements into which you thereby enter. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the electronic signatures in global and national commerce act, P.L. 106-229 (the "e-sign act") or other similar statutes, you hereby agree to the use of electronic signatures, contracts, applications and other records and electronic delivery of notices, policies and records of transactions initiated or completed through these services site(s). By clicking the "click here to begin" button on the preceding webpage or your engaging in any other act on your part to use the services in any way, you acknowledge that you have read and understand and agree to be legally bound by all of the terms and conditions of this agreement and all of the terms and conditions, policies and procedures incorporated into it. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. You may obtain a copy of this agreement by printing it now at no additional cost to you or by contacting us later at (727) 531-8913. If you are not a franchisee, we may charge you up to $5 per copy of this agreement if we send a copy to you at a later date; otherwise, there is no charge for copies of this agreement we send to you at a later date, at your request.
Unless we notify you in writing to the contrary, this Agreement will apply to each and every use of the ITI Sites (including the ITI Intranet, Franchisee Webpages or the Services and each instance of your participation in the Services. You acknowledge that your use of the ITI Sites (including the ITI Intranet) or any electronic submissions to it and any electronic submission by you in connection with your use of the ITI Sites or purchase or use of the Services constitutes your agreement and intent to be bound by the agreements into which you thereby enter (including this Agreement and our other policies and procedures described in it).
the FOREGOING AND following applies to you if you are a franchisee under a franchise granted by us (or one of its employees, agents, owners, officers or directors), a vendor to our system or one of our employees or affiliates.
BY CLICKING THE BUTTON MARKED [I ACCEPT] OR BY ANY OTHER ACT ON YOUR PART TO USE THE IHG SITE (INCLUDING THE ITI INTRANET, OR THE SERVICES PROVIDED BY IT IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL OF THE TERMS AND CONDITIONS, POLICIES AND PROCEDURES INCORPORATED INTO IT.
IF YOU DO NOT UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL OF THE AGREEMENTS POLICIES AND PROCEDURES THAT ARE INCORPORATED INTO IT, OR WISH TO REVOKE YOUR ACCEPTANCE TO THIS AGREEMENT (OR ANY PRIOR VERSION OF IT) (IF ANY), CLICK ON THE BUTTON MARKED [I DO NOT ACCEPT].
[I ACCEPT] [I DO NOT ACCEPT]