IMS Terms of Service

Although we may attempt to notify you when major changes are made to these Innovation Marketing Systems Terms of Service, you should periodically review the most up-to-date version (http://www.ims3k.com/terms.html). Innovation Marketing Systems may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use the Innovation Marketing Systems service. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

1. What the Contract Covers.

This is a contract between you and Innovation Marketing Systems Inc., sometimes referred to as "IMS," "we," "us" or "our". This contract applies to any Innovation Marketing Systems software or services, including updates, that you use while this contract is in force. All of the software or services are referred to in this contract as the "service."

Please note that we do not provide warranties for the service. The contract also limits our liability. These terms are in sections 17 and 18, and we ask you to read them carefully.

2. When You May Use the Service.

You may start using the service as soon as you have finished the sign-up process and are granted a password by IMS. No withdrawal right or other "cooling off" period applies to the service and you waive any applicable "cooling off" period, except if the law requires a "cooling off" period despite your waiver and even when a service starts right away.

3. How You May Use the Service.

In using the service, you will:

obey the law;
obey any codes of conduct or other notices we provide;
keep your service account password secret; and
promptly notify us if you learn of a security breach related to the service.

4. How You May Not Use the Service.

In using the service, you may not:

use the service in a way that harms us or our affiliates, resellers, distributors, and/or vendors (collectively, the "IMS parties"), or any customer of an IMS party;
engage in, facilitate, or further unlawful conduct;
use any portion of the service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages ("spam");
use any unauthorized third party software or service to access IMS systems or services;
use any automated process or service to access and/or use the service;
use any unauthorized means to modify or reroute, or attempt to modify or reroute, the service;
damage, disable, overburden, or impair the service (or the network(s) connected to the service) or interfere with any authorized user's use and enjoyment of the service;

5. You Are Responsible For Your Service Account.

Only you may use your service account. For some parts of the service, we may notify you that you may set up additional member accounts that are dependent on your account (an "associated account"). You are responsible for all activity that takes place with your service account or an associated account.

6. If You Are an Associated Account User.

If you are the user of an associated account, then the holder of the service account has full control over your associated account. This control includes the right to end the service, close or alter your associated account at any time, and, in some cases, to request and receive machine and service use information related to your associated account.

7. If You Pay IMS.

7.1 Charges. This section 7 applies in all situations in which you directly pay us. If you pay a company other than us for the service, then the charges and billing terms are as stated by the other company. Even if you do not pay for the service, you may still incur charges incidental to using the service; for example, charges for Internet access.

7.2 Payment. When you create a billing account, you enter your payment method. You must be authorized to use the payment method. You authorize us to charge you for the service using your payment method and for any paid feature of the service for which you choose to sign-up or use while this contract is in force. We may charge you a different amount than what you approved. If it is a greater amount, we will tell you the amount and the date of the charge at least 10 days before we make the charge. Also, we may charge you up to the amount you have approved, and notify you in advance of the difference. We may bill you for more than one of your prior billing periods together.

7.3 Updates to Your Billing Account. You must keep all information in your billing account current, including your billing address and the expiration date of your credit card. You can access your billing account at https://billing.ims3k.com, where you can make changes to your billing account. You may change your payment method at any time. If you tell us to stop using your payment method, we may cancel your service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

7.4 Prices and Price Increases. The price for the service excludes all taxes and phone charges, unless stated otherwise. You are responsible for any taxes that you are obligated to pay or that we may collect from you. You are responsible for all other charges (for example, phone charges). Currency exchange settlements are based on your agreement with your payment method provider

7.6 Refund Policies. Unless otherwise provided by law or in connection with any particular service offer, all charges are non-refundable, and the costs of any returns will be at your expense.

7.7 Online Statement; Errors. We will provide you with an online billing statement. This is the only billing statement that we provide. Go to https://billing.ims3k.com to view, print or request a paper copy of this statement. If you request a paper copy, we may charge you a retrieval fee. We will only provide paper copies for the past 120 days. If we make an error on your bill, we will correct it promptly after you tell us and we investigate the charge. You must tell us within 120 days after an error first appears on your bill. You release us from all liability and claims of loss resulting from any error that you do not report to us within 120 days after the error first appears on your online statement. If you do not tell us within this time, we will not be required to correct the error. We can correct billing errors at any time.

7.8 Canceling the Service. You may cancel the service at any time, with or without cause. Go to https://billing.ims3k.com to obtain information on canceling your service. Cancellation of the service by you will not alter your obligation to pay all charges made to your billing account.

7.9 Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys' fees and other legal fees and costs. We may suspend or cancel your service if you fail to pay in full on time.

8. Your Materials.

You may be able to submit materials for use in connection with the service. We do not claim ownership of the materials you post or otherwise provide to us related to the service (called a "submission"). However, by posting or otherwise providing your submission, you are granting to the public free permission to:

use and display your submission, each in connection with the service;
publish your name in connection with your submission; and
grant these permissions to other persons.

This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law. We will not pay you for your submission. We may refuse to publish, and may remove your submission from the service at any time. For every submission you make, you must have all rights necessary for you to grant the permissions in this section.

9. Privacy.

In order to operate and provide the service, we collect certain information about you. We use and protect that information as described in the http://privacy.ims3k.com. In particular, we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of IMS or our customers, including the enforcement of our agreements or policies governing your use of the service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of IMS employees, customers or the public.

We may use technology or other means to protect the service, protect our customers, or stop you from breaching this contract. These means may hinder or break your use of the service.

15. Requirements For Placing Advertisements.

You will be able to place advertisements in or through the service. We have no obligation to display any part of the advertising content. With respect to any advertising content you provide, you promise that:

all advertising content is accurate, complete and current;
you have all necessary rights, power and authority to publish the advertising content;
the advertising content, and any web site listed or linked to from the advertising content:

complies with all applicable laws and regulations;
does not infringe, misappropriate or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right of any third party;
does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and
does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.

you possess documents substantiating all claims, express and implied, contained within the advertising content.

16. How We May Change the Contract.

If we change this contract, then we will inform you at least 30 days before the change takes place. If you do not agree to these changes, then you must cancel and stop using the service before the change takes place. If you do not stop using the service, then your use of the service will continue under the changed contract.

17. WE MAKE NO WARRANTY.

We provide the service "as-is," "with all faults" and "as available." We do not guarantee the accuracy or timeliness of information available from the service. The IMS parties give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws that this contract cannot change. We exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement.

18. LIABILITY LIMITATION.

You can recover from the IMS parties only direct damages up to an amount equal to your service fee for one month. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.

This limitation applies to anything related to:

the service,
content (including code) on third party Internet sites, third party programs or third party conduct,
viruses or other disabling features that affect your access to or use of the service,
incompatibility between the service and other services, software and hardware,
delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the service in an accurate or timely manner, and
claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.

It also applies even if:

this remedy does not fully compensate you for any losses, or fails of its essential purpose; or
IMS knew or should have known about the possibility of the damages.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.

19. Changes to the Service; If We Cancel the Service.

We may change the service or delete features at any time and for any reason. We may cancel or suspend your service at any time. Our cancellation or suspension may be without cause and/or without notice. Upon service cancellation, your right to use the service stops right away. Once the service is cancelled or suspended, any data you have stored on the service may not be retrieved later. Our cancellation of the service will not alter your obligation to pay all charges made to your billing account. If we cancel the service in its entirety without cause, then we will refund to you on a pro-rata basis the amount of payments that you have made corresponding to the portion of your service remaining right before the cancellation.

20. Interpreting the Contract.

All parts of this contract apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this contract as written. If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of this contract will not change. This is the entire contract between you and us regarding your use of the service. It supersedes any prior contract or statements regarding your use of the service. If you have confidentiality obligations related to the service, those obligations remain in force (for example, you may have been a beta tester). The section titles in the contract do not limit the other terms of this contract.

21. Assignment.

We may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other person. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the service or any part of the service.

22. No Third Party Beneficiaries.

This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this contract.

23. Claim Must Be Filed Within One Year.

Any claim related to this contract or the service may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed in time, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.

24. Your Notices to Us.

You may notify us as stated in the customer support or "help" area for the service. We do not accept e-mail notices.

25. Notices We Send You; Consent Regarding Electronic Information.

This contract is in electronic form. We have promised to send you certain information in connection with the service and have the right to send you certain additional information. There may be other information regarding the service that the law requires us to send you. We may send you this information in electronic form. You have the right to withdraw this consent, but if you do, we may cancel your service. We may provide required information to you:

by e-mail at the e-mail address you specified when you signed up for your service;
by access to a IMS web site that will be designated in an e-mail notice sent to you at the time the information is available; or
by access to a IMS web site that will be generally designated in advance for this purpose.

Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you can access and use the service, you have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the service.

26. Contracting Party, Choice of Law and Location for Resolving Disputes. This agreement shall be construed according to the laws of the State of Wisconsin and constitute the entire understanding between the parties as of the commencement of the term of the agreement hereunder, and supersedes all prior agreements and understandings between the parties, and cannot be changed or terminated orally.