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Terms of Use


Introduction

Welcome to in2vate® (the "Website"), an interactive on-line service owned and operated by in2vate, llc (referred to in these Terms of Use (the "Terms") as "we," "us," or "our") on the World Wide Web portion of the Internet. These Terms govern your use of the Website.

The Terms

Please read these terms carefully before using the website.

By using the Website, you signify your agreement to the Terms. If you do not agree to the Terms, please do not use the Website.

Changes to Website

We may make improvements or changes to the Website, including the content and features of the Website, at any time, without notice or liability.

License

For Non-Subscriber Portions of Website: Subject to these Terms, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable right and license, to access and use the non-subscriber portions of the Website for internal, non-commercial purposes only.

For Subscriber Portions of Website: Subject to these Terms, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable right and license, for the term of the subscription purchased by your Organization, to access and use the subscriber portions of the Website for internal, non-commercial purposes only.

For the avoidance of doubt, the "subscriber portions" of the Website are those portions that require payment before access and use is permitted. References in these Terms to the "Website" includes the non-subscriber and subscriber portions.

PLEASE UNDERSTAND THAT THESE TERMS APPLY TO ALL USERS OF THE WEBSITE, INCLUDING THOSE USING THE NON-SUBSCRIBER PORTIONS, THOSE USING THE SUBSCRIBER PORTIONS, AND THOSE USING BOTH. WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE TERMS, AS THEY AFFECT USE OF THE NON-SUBSCRIBER PORTIONS OF THE WEBSITE, AT ANY TIME, WITHOUT NOTICE OR LIABILITY.

Equipment

You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Website, and all charges related thereto.

Availability

We do not offer or guarantee continuous or uninterrupted access to the Website, and operation of the Website may be interfered with for numerous reasons, including scheduled maintenance and factors outside of our control.

Restrictions on Use of Materials

No part of the Website may be copied, reproduced, republished, uploaded, posted, transmitted, downloaded or distributed in any way, except that you may print a reasonable number of copies of any material on the Website on any single computer for internal, non-commercial purposes only, provided you keep intact all copyright, trademark and other proprietary notices on the materials you print, and you do not distribute such copies to any third party (i.e., anyone other than another employee or volunteer your organization). Except as set forth in the Model Policies and Procedures section below, any modification of the materials on the Website for any purpose is a violation of our copyright and other proprietary rights. The use of any of the materials on any other Website or computer network without our written consent is strictly prohibited. You may not download quantities of any Website materials to a database server, or other computer that can be used to avoid future use of the Website. Your use of the trademarks, service marks and trade names on this Website in any manner other than as authorized in writing by us is strictly prohibited.

Rights in Website

You have no ownership interest in the Website. The Website, and all aspects of it (e.g., the software and other computer code that generates and implements the Website, and all materials within the Website) is our proprietary information, or the proprietary information of our licensors or suppliers. You will not use the Website for any purpose other than as specified in these Terms. In addition, you may not: (a) copy or reproduce any of the software or other computer code that generates or implements the Website (the "Code"); (b) translate, reverse engineer, decompile, disassemble, or create derivative works based on the Code; (c) sell, re-sell, rent, lease, lend, sublicense or directly or indirectly transfer or distribute the Code; (d) alter or remove any proprietary or intellectual property rights notices, labels, or marks on or within the Code; or (e) provide or otherwise make available the Code to any third party.

Submissions

We do not want to receive confidential or proprietary information from you through the Website. Any information or material you submit to us will be deemed NOT to be confidential. All comments, suggestions, graphics, ideas (including product and advertising ideas), and other information or materials you submit to us through the Website will become and remain our exclusive property, including any future rights associated with such submissions, even if these Terms are later modified or terminated. This means that you disclaim any proprietary rights in such submissions, and you acknowledge our unrestricted right to use them (or materials or ideas similar to them) in any medium, now and in the future, without notice, compensation or other obligation to you or any other person. It also means we have no obligation to keep your submissions confidential.

Model Policies and Procedures

Notwithstanding the Restrictions on use of Materials section above, you may be able (depending on whether you have access to subscriber portions of the Website) to modify form policies and procedures made available on the Website by us, and distribute those form policies and procedures (whether or not modified) to others within your organization (i.e., employees or volunteers of your organization). In addition, you may upload policies and procedures that you modified or created to the Toolbox portion of the Website (if you have access to subscriber portions of the Website). Please understand that we will not consider, review, evaluate or comment upon any policies or procedures that you modify or create or that you upload to the Website.

Use of the Website

You may not, through your use of the Website: (a) act in a false, inaccurate, misleading, or fraudulent manner; (b) defame, abuse, harass or threaten others; (c) make any bigoted, hateful, or racially offensive statements; (d) advocate illegal activity or violate any law, statute, ordinance, or regulation; (e) post or distribute any material that infringes and/or violates any right of a third party (e.g., copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy) or any law; (f) post or distribute any vulgar, obscene, discourteous, or indecent language or images; (g) advertise or sell to or solicit others; (h) use the Website for commercial purposes of any kind; (i) post or distribute any materials that contain a virus or other harmful component; or (j) post material or make statements that do not generally pertain to the designated topic or theme of any forum or other interactive feature of the Website.

In addition, you may not: (a) attempt to circumvent user authentication or Website security systems (e.g., you may not access data not intended for you or log into a server or account you are not expressly authorized to access); (b) attempt to interfere with service to any other user (for example, you may not attempt to overload a service, or attempt to "crash" a host); or (c) use any kind of program/script/command, or send messages of any kind, designed to interfere with a user's terminal session.

In sending email over the Website, you may not: (a) harass any other person, whether through language, frequency of messages, or size of messages; (b) send email to any person who does not wish to receive it (e.g., if a recipient asks to stop receiving email, you must not send that person any further email); (c) send unsolicited bulk mail messages ("junk mail" or "spam"); (d) forward or otherwise propagate chain letters (multiple forwarding) of any type, whether or not the recipient wishes to receive such mailings; or (e) send malicious email (e.g., flooding a user or Website with large or numerous pieces of email).

You may incur liability if you violate any of these rules. We will cooperate fully with law enforcement authorities in the investigation of suspected criminal actions.

Third Parties

The Website contains many references to third parties. For example, the Website contains references to those who have assisted us in developing the Website (such as The AGOS Group, LLC) and others who serve as experts in one of the Website's several forums (such as The AGOS Group, LLC, Sharon Doty, and the Employment Law Alliance). In some cases, the products and services of these third parties are identified on the Website (such as the background-check services offered by United States Mutual Association). In many cases, the opinions of such third parties are included on the Website. Please understand that we do not endorse, approve or sponsor the products, services or opinions of these third parties, nor do we guarantee the accuracy, completeness, or usefulness of any such products, services, or opinions, nor their merchantability or fitness for any particular purpose.

Links to Third-Party Websites

The Website contains links to third-party websites. These links are provided solely as a convenience to you. We make no representations whatsoever about any other website which you may access through this one. When you access a third party website, even one that may contain our logo, please understand that it is independent from us, and we have no control over the content on that website. We do not endorse, approve or sponsor the content on third party websites, or the products or services offered by those third parties, nor do we guarantee the accuracy, completeness, or usefulness of any such products or services, nor their merchantability or fitness for any particular purpose.

Termination

You may terminate these terms at any time by discontinuing use of the Website.

Your access to the subscriber portions of the Website will be terminated immediately upon the expiration or termination of the agreement with your organization that permits you to access and use those portions of this Website. Upon any such termination, you must cease use of the subscriber portions of the Website.

Your access to the Website may be terminated immediately without notice from us if in our sole discretion you fail to comply with any of these Terms. Upon any such termination (by you or us), you must cease use of the Website.

Monitoring

We have the right, but not the obligation, to monitor your use of the Website to determine compliance with these Terms and to satisfy any law, regulation or authorized government request. We have the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on the Website. Without limiting the foregoing, we have the right to remove any material that we, in our sole discretion, find to be in violation of these Terms or otherwise objectionable.

Our Products and Services

Our obligation with respect to our products and services is governed solely by the written agreements under which they are provided. If you obtain a product or service from us off this Website that is provided without a written agreement, that product or service is provided "AS-IS" with no warranties whatsoever, express or implied, and your use of that product or service is at your own risk. There are references in this Website to products that are under development or projected for release in the future. We do not guarantee that such products will be developed or that they will be developed or released by any specific time.

THE WEBSITE IS PROVIDED ON AN "AS IS" BASIS. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE FOR MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WHICH ARE EXPRESSLY EXCLUDED, WITH RESPECT TO YOUR USE OF THE WEBSITE OR ANY OTHER MATTER ARISING OUT OF OR RELATED TO THESE TERMS.

No Legal Services

The Website is provided for informational purposes only. No portion of the Website is intended to convey, nor should it be construed as containing, legal advice. The provision of the Website is not intended to create, and does not establish, an attorney-client relationship with you. In no event should your use of this Website substitute for obtaining legal advice from competent, independent, legal counsel in your relevant jurisdiction.

In no event will any information provided by you to us (or to any person providing products or services at our direction) constitute notification of a claim under any insurance policy to which your organization may be bound.

Limitations of Liability

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR SIMILAR DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF OR ARE AWARE OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR ANY CLAIM BY YOU BASED ON ANY THIRD PARTY CLAIM.

OUR TOTAL, CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE WEBSITE OR THESE TERMS IS LIMITED TO $500. THIS LIMITATION WILL APPLY, REGARDLESS OF WHETHER A CLAIM OR ACTION SOUNDS IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY.

THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY IN SUCH REGARD.

Account Information

Certain portions of this Website (i.e., the subscriber portions) require payment, and in turn, user registration. As part of the registration process, you will select a user identification and password. You may not: (a) select or use a user identification or password of another person; (b) use a user identification or password in which another person has rights; or (c) use a user identification or password that we, in our sole discretion, deem offensive. You shall be responsible for maintaining the confidentiality of your user identification and password. You shall notify us of any known or suspected unauthorized use of your user identification or password, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your user identification or password.

General Provisions

You may not assign your rights or delegate any duties under these Terms, without our prior written consent. We may, without your consent, assign these Terms and/or assign any rights or delegate any duties to any entity, including one that acquires all or substantially all of our business or assets, whether by way of merger, acquisition of stock or assets, operation of law, or the like. Any assignment or delegation in contravention of the foregoing will be void and without effect.

Should any provision of these Terms be held to be void, invalid or inoperative, the remaining provisions of these Terms will not be affected and will continue in effect and the invalid provision will be deemed modified to the least degree necessary to remedy such invalidity.

You may not use any of our trademarks, trade names, service marks or any other like designation, nor may you disclose or disseminate these Terms, or the existence of these Terms, in any external publication or activity, without our prior written consent.

These Terms: (a) will be governed exclusively under the laws of Illinois applicable to contracts made, accepted, and performed wholly within Illinois, without application of principles of conflicts of laws; (b) in addition to the written agreement between us and your organization which permits you to access and use the subscriber portions of the Website (if there is such an agreement), constitute our entire agreement with respect to their subject matter, superseding all prior oral and written agreements between you and us in such respect; (c) may be amended or modified, and any right under these Terms may be waived, only by a writing issued by us; (d) contains headings only for convenience, which headings do not form part, and will not be used in the construction, of these Terms; (e) is not intended to inure to the benefit of any third-party beneficiaries; (f) may be enforced only in courts located within Illinois and we and you consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses; and (g) may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

Nothing in these Terms creates any agency, partnership or employer-employee relationship between you and us.

Any term or condition of these Terms that by its nature extends beyond the expiration or termination of your license rights will remain in effect until fulfilled and will bind you and us and each of our successors and permitted assigns. No actions, regardless of form, arising out of these Terms may be brought more than two (2) years after the cause of action has arisen.