Terms of Use

ITM Co-Op Terms of Use

Welcome to IT Management Co-Op®, a professional online community of IT Asset Management (ITAM), Software Asset Management (SAM), IT Service Management (ITSM) and general IT Management Leaders and Practitioners. The IT Management Co-Op website at www.itmc.org, and the services and content available therein are operated by IT Management Co-Op, Inc. (“ITMC”), a Delaware corporation. By using the IT Management Co-Op website (“the Website”), you agree to be bound by these terms of service and use. In addition, if you wish to become a IT Management Co-Op Member, and access IT Management Co-Op Member Services (“the Services”), you must read this Terms of Service Agreement (“the Agreement”), and indicate your acceptance of the terms of the Agreement by following the instructions on the registration page, and checking the box on that page indicating that you have read the Agreement, and agree to its terms.

If you are a Visitor or Guest to the Website, you may visit without revealing your identity or any other personal information.  ITMC does collect domain information from your session visit in order to customize and improve the overall experience for all users of the website.

1. This Agreement
The following sections describe the basic parameters of the Agreement, including requirements for eligibility to use the Website and the Services, modification of the Agreement, termination of the Agreement, and how ITMC gives notice of changes to the Agreement. The Agreement was last modified on October 2, 2020.

1.1. The Agreement Generally
This Terms of Service Agreement (“the Agreement”) sets forth the legally binding terms for your use of the Website and the Services. By using the Website, you agree to be bound by the Agreement, whether you are a “Visitor”, which means that you are simply viewing the Website with an internet browser or other software; a “Guest” which means you are registered on the Website but have not subscribed to a paid level of membership; or you are a “Subscriber”, meaning you have registered with ITMC for one or more of the IT Management Co-Op Services.

The term “User” refers to Visitors, Subscribers, and Guests.
The term “Member” refers to Guests, Subscribers, “Legacy” members, and anyone else who creates a user account.

You are only authorized to use the Website, whether such use is intentional or not, if you agree to abide by the Agreement and all other applicable laws. Please read the Agreement carefully and save it. If you do not agree with it, you should leave the Website immediately, and should not return to the Website in the future unless you are willing to accept and adhere to the Terms of Use.

1.2. Eligibility
You must be eighteen (18) years old or older to use the Website, register as a Member, or access any of the Services. Use of the Website and use of any of the ITMC services is void where it is prohibited. By agreeing to these terms, you represent that you are eighteen (18) years old or older, have the right, authority, and capacity to enter into the Agreement, and to abide by all of the terms and conditions of the Agreement.

1.3. Modification of the Agreement
ITMC may modify the Agreement from time to time and such modification will be effective upon posting on the Website. You agree to be bound to any changes to the Agreement when you use the Website after any such modification is posted. It is important that you review the Agreement regularly to ensure you are aware of any changes. The current version of the Agreement can always be viewed and printed at https://www.itmc.org/terms-of-use

1.4. Termination of the Agreement
You agree that ITMC may, without prior notice and at ITMC’s sole discretion, immediately terminate your ITMC account and access to the Website. Cause for such termination may include, but is not limited to:
(a) breaches or violations of the Agreement or other incorporated agreements or guidelines;
(b) requests by law enforcement or other government agencies;
(c) at your request;
(d) discontinuance or material modification to the Website or any portion thereof;
(e) unexpected technical or security issues or problems;
(f) extended periods of account inactivity;
(g) your engagement in fraudulent or illegal activities, whether related to your use of the Website or not; or
(h) nonpayment of any fees owed by you in connection with the Website or the Services.

If ITMC terminates your Membership, ITMC may take any or all of the following actions:
(a) removal of access to all offerings within the Website or the Services;
(b) deletion of your password and all related information, files and Content associated with or inside your account; and
(c) barring of further use of the Website or the Services.

ITMC’s failure to take one of these actions is not a waiver of its right to terminate your account and does not constitute a decision that your account is not terminated. Further, you agree that ITMC will make the decision to terminate your account at ITMC’s sole discretion, and that ITMC will not be liable to you or to any third party for any damages resulting from termination of your account, or loss of access to the Website.

1.5. Notices
ITMC may provide you with notices, including those regarding changes to the Agreement, at ITMC’s sole discretion, in any manner ITMC decides, including, but not limited to, posting to the Website, email or regular mail.

2. Your Obligations
As a part of your acceptance of the Agreement, and in consideration for ITMC providing continued access to the Services or the Website, you have certain obligations. These include, but are not limited to, the obligations described in this section.

2.1. Your Registration Obligations
In consideration of your use of the Website or the Services, you represent that you are of legal age to form a binding contract and are not barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website registration form (the “Registration Data”) and the Member Profile and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ITMC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ITMC has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof). By using the Website, you represent and warrant that you have the right, authority, and capacity to enter into the Agreement and will abide by the terms and conditions of the Agreement.

2.2. Member Account, Password, and Security
Should you apply to become a Member of the Website, and should you be granted access to the Services, you will receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. By applying for membership, in addition to your consent to abide by the other terms of the Agreement, you expressly agree to:
(a) immediately notify ITMC of any unauthorized use of your password or account or any other breach of security, and

(b) keep your account and password confidential and will not share it with any third party for their use, and
(c) ensure that you exit from your account at the end of each session. ITMC cannot and will not be liable for any loss or damage arising from your failure to comply with this Section

ITMC may charge a fee for certain levels of Membership in or access to the Website or the Services as it deems appropriate. Membership Levels and pricing are subject to change without notice. More details about the costs and services associated with the different types of Membership are available at https://www.test.itmc.org/membership.

2.3. Bandwidth Limitations
You understand that you will use only a reasonable amount of “bandwidth,” that is, that you are responsible for ensuring that the amount of data transmitted between third-parties and the ITMC website for the purposes of viewing Content that you control will remain within a reasonable limit. ITMC will set that limit at its sole discretion. ITMC may take any action it deems necessary to cure usage of an unreasonable amount of bandwidth, including, but not limited to, removing access to Content causing unreasonable bandwidth usage, either temporarily or permanently; temporarily or permanently suspending your Member account; or terminating the Agreement.

2.4. Member Provided Content
You understand that all user submitted information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not ITMC, are entirely responsible for all Content that you transmit or make available via the Website. ITMC does not control the Content posted via the Website and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Website, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will ITMC be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content transmitted otherwise made available via the Website.

In certain circumstances, Users of the Website may be permitted to submit content to portions of the Website without becoming Members. Any such submissions are governed by this Agreement and, if applicable, the agreement contained on the content upload page.

More details about the permitted uses of Content on the Website is contained in Section 3.2 of this agreement (“Use of the Information and Materials on the Website”).

More details regarding the submission of Content is contained in Section 5.1 herein (“Content Submitted or Made Available for Inclusion in the IT Management Co-Op Website”).

2.5. Member Conduct
You agree that you will not use the Website to:
(a) transmit or make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a ITMC  official, community leader, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website;
(e) transmit or make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such  as inside information, proprietary and confidential information learned or  disclosed as part of employment relationships or under nondisclosure  agreements);
(f) transmit or make available any Content that infringes any patent, trademark,  trade secret, copyright or other proprietary rights of any party;
(g) transmit or make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,”  “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
(h) transmit or make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
(i) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Users of the Website are able to type, or otherwise act in a  manner that negatively affects other Users’ ability to engage in  real time exchanges;
(j) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or  regulations of networks connected to the Website;
(k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations  promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange  or the NASDAQ, and any regulations having the force of law;
(l) provide material support or resources (or to conceal or disguise  the nature, location, source, or ownership of material support or  resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
(m) “stalk” or otherwise harass another; or
(n) collect or store personal data about other Users in connection with the  prohibited conduct and activities set forth in paragraphs (a) through (m) above.

2.6. No Resale of Services
You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of the Website, use of the Website, or access to the Website.

3. ITMC’s Intellectual Property
ITMC owns certain valuable intellectual property included in the Website. The following describes your license to use that intellectual property, and your obligations to use it in accordance with that license.

3.1. Ownership of the Information
This website contains information, text, software, photos, video, graphics, music, sounds, and other material (called “Materials”) that are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called “Intellectual Property Rights”). These Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later. All right, title, and interest in these Materials, with the sole exception of any Member-provided and user submitted Content, belong solely and exclusively to ITMC.

3.2. Use of the Information and Materials on the Website
Except as you may be expressly permitted by the Agreement, you may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer or redistribute any Materials in any form, format or media or by means of any technology without obtaining the prior written authorization of ITMC, and any other owner of the Intellectual Property Rights in such Materials.

You must have prior written permission from ITMC to reproduce Materials from the Website, except any Content you have uploaded and provided to the Website. If you reproduce Materials from the Website with permission from ITMC or as a fair use, you must preserve any copyright, trademark or other notices contained in or associated with the Materials. This means, among other things, that if the specific Material you are reproducing does not contain the relevant notices that appear on the website, you must go to the place on the website where such notices appear and copy them into the Materials you are reproducing.

3.3. ITMC’s Copyrights and Trademarks
All copyrights and copyrightable materials which are part of ITMC that are not Member Content, including without limitation, the ITMC logos, designs, text, graphics, pictures, photos, files, software, applications, code, hidden text, databases and other files and the selection and arrangement thereof are COPYRIGHT © 2020 ITM Co-Op, Inc. ALL RIGHTS RESERVED.

IT Management Co-Op®, ITM Co-Op, ”Bridging IT Practitioners”, and the ITM Co-Op logo are trademarks or registered trademarks of IT Management Co-Op, Inc. and may not be copied, imitated or used, in whole or in part, without the prior written permission of ITMC.

All other marks are the property of their respective owners.

4. Services
ITMC offers certain services to its Members. These sections describe those services, and ITMC’s policy for changing those services.

4.1. Description of The Services
ITMC provides Users with access to a rich collection of resources through the Website, including various communications tools, forums, search services and personalized Content. The ITMC website is an internet page designed to be accessed through the use of software such as Microsoft Internet Explorer, Google Chrome, Microsoft Bing, Microsoft Edge, Firefox, Safari, Opera, or other “web browsers.” Services provided through the Website and the Content of the Website could include inaccuracies, typographical errors or other errors. We make no commitment, nor have any obligation, to update information or material on the Website. You should not rely upon any information on the Website in making business, financial, personal or other decisions. Furthermore, ITMC does not sanction or approve the opinions of Visitors, Guests, Members or third parties expressed on the Website or on web sites linked to the Website. You understand and agree that the Website is provided “AS-IS” and that ITMC assumes no responsibility for any un-timeliness in delivery, deletion of, mis-delivery of or failure to store any User communications or personalization settings.

4.2. Modifications to Services
ITMC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that ITMC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website.

4.3 Availability of Services

“Available” means that the Service can be accessed by Visitor, Guest or Member via a secure password protected site(s) on the world wide web except for: (i) Planned Downtime; and (ii) downtime caused by circumstances beyond ITMC’s control, including without limitation, user or third-party modifications to the Service, Custom Applications, a Force Majeure Event such as, for example, general Internet outages, failure of user’s infrastructure or connectivity, computer and telecommunications failures and delays not within ITMC’s control, and network intrusions or denial-of-service or other criminal attacks.

5. Content
   As part of the ITMC services, ITMC may allow you to post your own text, images, files, papers, music or videos (“Content”) to the Website or to transmit Content to other Visitors, Members, or third-parties. These sections govern the posting or transmission of your Content.5.1. Content Submitted or Made Available for Inclusion in the ITMC Website
   By submitting Content to the Website, you acknowledge:
   (a) You own all intellectual property rights in such Content, or have license to use the intellectual property rights in such Content, including, but not limited to, any copyright, trademark, patent or trade secret information submitted to the Website; and
   (b) You alone shall defend any proceeding regarding the ownership of, usage of or rights to such Content, at your own expense.

   ITMC does not claim ownership of, or any right in, Content you submit to or make available for inclusion in the Website. However, with respect to such Content, you grant ITMC the following worldwide, royalty-free, perpetual and non-exclusive license, as applicable:
   (a) With respect to text, photographs, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Website, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Website solely for the purpose for which such Content was submitted or made available. (b) With respect to all other Content, the perpetual, irrevocable and unrestricted license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content and to incorporate such Content into other works in any format or medium now known or later developed.

   For the purposes of this section, “publicly accessible” areas of the Website are those areas of the Website that ITMC, at its sole discretion, intends to be viewable to Guests, Visitors as well as to Members.

   5.2. Removal of Content
   You agree that ITMC has the right, but not the obligation, in its sole discretion to pre-screen, move, or remove any Content that violates the terms of the Agreement, any Content that violates any of ITMC’s intellectual property rights, or a third-party’s intellectual property rights; or any other Content, without limitation, that is available via the Website.

   5.3. ITMC’s transmission and processing of your Content
   You understand that the technical processing and transmission of the Website and the Services, including User generated Content, may involve
   (a) transmissions over various networks; and
   (b) changes to conform and adapt to technical requirements of connecting networks or devices.

   You understand that the Website and software embodied within the Website may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by ITMC and/or Content providers who provide Content to the Website. You may not attempt to override or circumvent any of the usage rules embedded into the Website. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Website, in whole or in part, is strictly prohibited.

   6. Claims of Copyright or Trademark Infringement
   This section describes the way in which ITMC resolves claims of copyright or trademark infringement involving actions by Members.

   6.1. Notice and Procedure for Infringement Claims
   ITMC respects the intellectual property of others, and we ask our Users to do the same. ITMC may, in appropriate circumstances and at its discretion, disable or terminate the accounts of Users who may repeatedly infringe others’ intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide ITMC’s Copyright Agent the following information:
   (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
   (b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
   (c) a description of where the material that you claim is infringing is located on the site;
   (d) your address, telephone number, and email address;
   (e) your statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
   (f) your statement, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

   ITMC’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

   By mail:
   ITM Co-Op, Inc.

1535 Purple Martin Trace

Cumming, Georgia 30041

6.2. Counter Notice and Procedure
If material you have posted on the ITMC website has been removed pursuant to the Notice and Infringement process described above in section 6.1, and you believe that that material is not infringing, or that your use of the material is by permission of the copyright owner or in accordance with law, you may send a counter-notice to the Copyright Agent containing the following information:
(a) your physical or electronic signature;
(b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(c) 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
(d) Your name, address, telephone number, and e-mail address.

If ITMC’s Copyright Agent receives a counter-notice, ITMC may send a copy of the counter-notice to the original complaining party informing that party that ITMC 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 or Member, 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 ITMC’s sole discretion.

7. Privacy
ITMC takes the privacy of our Members’ information very seriously. This section describes the privacy policy, and some important limitations to it.

7.1. The ITMC Privacy Policy
Registration Data and certain other information about you, known as “Personally Identifiable Information,” is subject to our Privacy Policy. By using the Website, you represent that you have read that Privacy Policy and that you have accepted its terms. You understand that through your use of the Website you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by ITMC, its affiliates and under certain circumstances, commercial partners. The IT Management Co-Op Privacy Policy can be viewed and printed at https://dev.itmco-op.net/privacy-policy-2/

7.2. Special Admonitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all rules regarding online conduct specific to any geographic location in which you use the Website. You also agree to comply with any applicable United States export rules that may govern the geographic location in which you use the Website.

7.3. Limitation on the Privacy of Your Registration Data and Content
You agree that ITMC may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce the Agreement;
(c) respond to claims that any Content violates the rights of third parties;
(d) respond to your requests for customer service; or
(e) protect the rights, property or personal safety of ITMC, its Users and
the public.

8. Your Relationship with Third Parties
You may enter into relationships with third parties through the Website or the Services, either with other Visitors to or Members of the ITMC community, advertisers, or third-parties located through links on the ITMC site. ITMC is not responsible for the actions of third parties, including but not limited to Job Target, LinkedIn, Lightning Source, Twitter, Amazon, Twitter, Facebook, Instagram, YouTube, Google, Authorize.net, and merchant credit card processing services. This section notifies you of those limitations.

8.1. Dealings with Advertisers or Third Parties
You agree that ITMC is not liable for any damage incurred as the result of any correspondence or dealing between you and a third party found through your use of the Website. You agree that ITMC is not liable for any damage incurred as the result of the presence of any advertiser or Member on the Website.

8.2. Member Disputes
You agree that you are solely responsible for your interactions with other Members. ITMC has no obligation to monitor disputes between you and other Members. However, ITMC reserves the right to monitor disputes between you and other Members, and to take any action that ITMC feels may be appropriate at our sole discretion, consistent with the terms of the Agreement.

8.3. Member Interactions and Physical Meetings
Through the ITMC Website and services we may provide tools that enable our Users to communicate with each other, to meet and network physically, and to arrange physical meetings at venues that may include, but are not limited to, public parks, private homes, or private enterprise. We have no control over the identity or actions of the individuals who are present at these meetings.

ITMC does not supervise or control physical meetings or interactions between Members and other persons or companies. ITMC is not involved in any way with physical transportation to or from physical meetings or interactions, nor with the actions of any individuals at these meetings.

Therefore, ITMC IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM INTERACTIONS BETWEEN OR AMONG MEMBERS AND THIRD PARTIES, ARISING OUT OF OR RELATED TO INTERACTIONS BETWEEN OR AMONG MEMBERS, ARISING OUT OF OR RELATED TO OUR RESOLUTION OF DISPUTES BETWEEN OR AMONG MEMBERS, OR ARISING OUT OF OR RELATED TO YOUR TRANSPORTATION TO A MEETING WITH ANY MEMBER OR THIRD PARTY.

You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

8.4. Links
ITMC, Guests, Visitors, Members or third parties may provide links from the Website to other World Wide Web sites or resources, such as LinkedIn, Twitter, Facebook, YouTube, Instagram, advertisers, member links, and more. Because ITMC has no control over such sites and resources, you agree that ITMC is not responsible for the availability of such external sites or resources, and you agree that ITMC does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such other sites or resources. You further agree that ITMC is not liable, directly or indirectly, for any damage or loss caused by or in connection with the use of or reliance on any such Content, goods or services associated with any such site or resource.

9. Disclaimers and Limitations
This section includes important disclaimers and limitations on ITMC’s liability.

9.1. Disclaimer of Warranties
THIS SECTION IS EXTREMELY IMPORTANT. PLEASE READ IT CAREFULLY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON THE ITMC WEBSITE ARE PROVIDED ENTIRELY “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER, AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED, AND YOU HEREBY WAIVE ALL SUCH WARRANTIES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM ITMC OR THROUGH OR FROM THE ITMC WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9.2. Limitation of Liability
THIS SECTION IS EXTREMELY IMPORTANT. PLEASE READ IT CAREFULLY

IN NO EVENT SHALL ITMC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT (INCLUDING WITHOUT LIMITATION, COST OF COVER) DAMAGES, LOSS OR INJURY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED WEBSITE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS NOW OR HEREAFTER KNOWN. THE TERM “DAMAGES” INCLUDES, WITHOUT LIMITATION, ATTORNEYS FEES, LOST PROFITS, PHYSICAL AND/OR PERSONAL INJURY, BUSINESS INTERRUPTION, AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU AGREE AND ACKNOWLEDGE THE ECONOMIC TERMS OF THIS AGREEMENT FAIRLY AND EQUITABLY REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A MATERIAL INDUCEMENT FOR US TO MAKE AVAILABLE TO YOU OUR SERVICES, WEB SITE AND OTHER CONTENT AND MATERIALS.

ITMC IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY MEMBER OR OTHER USER OF THE WEBSITE. ITMC IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE WEBSITE OR THE SERVICE, ANY CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO MEMBERS OR OTHER USERS, OR ANY INTERACTIONS BETWEEN OR AMONG MEMBERS OR OTHER USERS OF THE WEBSITE, WHETHER ONLINE OR OFFLINE.

9.3. Indemnification
You agree to indemnify and defend ITMC and its subsidiaries, affiliates, officers, agents, employees, partners, licensors and licensees from any claim or demand, including attorney’s fees and costs, made by any third party due to or arising out of your use of the Website, your connection with the Website, or your violation of the Agreement.

9.4. No Third-Party Beneficiaries
You agree that, except as otherwise expressly provided herein, the Agreement does not confer and is not intended to confer any rights or remedies upon any person other than you.

9.5. Non-Transferability and No Right of Survivorship
You agree that your right to access the Website through a Membership is non-transferable and any rights to your Membership or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, a Member’s account may be terminated and all contents permanently deleted.

9.6. Assumption of Risk
You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by ITMC or submitted to the ITMC website.

10. Dispute Resolution
This section contains agreements regarding how you and ITMC will resolve disputes between you, including a clause mandating Arbitration in any dispute, and a clause waiving your rights to pursue a class action against ITMC, or a class arbitration against ITMC.

10.1. Arbitration
You and ITMC each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Claim”) arising out of or in connection with these Terms of Service, the Privacy Policy, your or ITMC’s rights and obligations under these Terms of Service or the Privacy Policy, the Site, the use of the Site, or the services or products that may be provided by, through, or in connection with the Site.

To the extent you have in any manner violated or threatened to violate ITMC’s intellectual property rights, however, ITMC may seek injunctive or other appropriate relief in any state or federal court in the state of Georgia, and you consent to exclusive jurisdiction and venue in such court.

The arbitration will be held in the State of Georgia before one arbitrator, on an individual basis and not as a class action. The arbitrator shall be from National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com) and the arbitration shall be according to the rules of the National Arbitration Forum. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial.

10.2. Arbitration Final
The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act (9 U.S.C. $1 et seq.), and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, the provisions of Section 11.2 of these Terms of Service shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.

10.3. No Class Action
These Terms of Service provide that all Claims will be resolved by binding arbitration and not in court or by jury trial. IF A CLAIM IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE COMPANY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.

11. Governance
This section includes several important clauses governing the interpretation of the contract, where and under what law disputes may be adjudicated, and other important aspect of the governance of the Agreement.

11.1. Entire Agreement
This Agreement constitutes the final agreement between you and ITMC. It is the complete and exclusive expression of your agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between you and ITMC on matters contained in the Agreement are expressly merged into and superseded by the Agreement. The provisions of the Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into the Agreement, neither you nor ITMC has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in the Agreement. THERE ARE NO CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT, OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT.

11.2. Choice of Law, Forum, and Venue
THE LAWS OF THE STATE OF GEORGIA, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES, GOVERN ALL MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES, INCLUDING, WITHOUT LIMITATION, ITS INTERPRETATION, CONSTRUCTION, PERFORMANCE, AND ENFORCEMENT.

You have agreed in Section 10 to submit to binding arbitration. However, if Section 10 is found not to have legal affect by any court with jurisdiction over the Agreement, jurisdiction over actions arising out of or related to the Agreement, and jurisdiction over ITMC, then if you bring a legal action or proceeding against ITMC arising out of or related to the Agreement, you agree that you may only bring such action or proceeding in the United States District Court in the State of Georgia.

11.3. Severability and Waiver
ITMC’s failure to exercise or enforce any right granted in the Agreement shall not constitute a waiver of such right.

If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, you nonetheless agree that such court should endeavor to give full effect to the parties’ intentions as reflected in such provision, and you agree that other provisions of the Agreement remain in full effect.

11.4. No Agency
This Agreement creates no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and ITMC and intends no such relationship.

11.5. Survival
Sections 9, 10, and 11 will survive the termination or expiration of the Agreement.

11.6. Claim Time Limitation
You agree that regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Website, or the Agreement must be filed within one year after such claim or cause of action arises or be forever barred.

11.7. Captions Not Binding
The captions and numbering of the Agreement are a convenience only and have no legal effect.

END OF DOCUMENT