IFX INTERNATIONAL, INC.
INTRANET TERMS OF USE
Welcome to the IFX Franchise Management Platform aka the “Intranet” or the “Intranet Portal” website.
These Terms of Use apply to IFX and IFX Clients’ (1) employees and authorized third party users employed by and/or otherwise associated with IFX and/or Clients; (2) IFX Clients’ franchise owners to whom IFX has given Intranet access rights (“Franchise Owners”); (3) certain third party individuals (“3rd Parties”) authorized by IFX and/or Client to access the Intranet; and employees of the Franchise Owner to whom Franchise Owners have requested IFX and/or IFX Clients to grant Intranet access rights to (“Franchise Users”).
By accessing this site and/or utilizing the information provided, the Franchise Owner
and each of its Franchise Users accepts and is bound by these Terms of Use.
GENERAL PROVISIONS
1. Definitions
In these Terms of Use, “you” means the Client, its employees; the Franchise Owner and each Franchise User, and “we” or “us” means IFX.
2. Acceptance of Terms
You represent that you have read, and you agree to abide by, all of these Terms of
Use. If at any time you determine not to accept any of these Terms of Use, you
must immediately discontinue use of the Intranet. No Franchise Owner or Franchise
User may use this Site in any way that involves a failure to abide by these Terms of
Use or Getting Started with the Intranet.
3. Intranet Access
By obtaining a password for and logging on to this site, you acknowledge that we
have authorized you to access the Intranet. Franchise Owners must be in good
standing under their Franchise Agreement to access the Intranet or to permit
employees to access the Intranet. If we determine that a Franchise Owner is in
default under that Franchise Owner’s Franchise Agreement, we may suspend access
to the Intranet by the Franchise Owner and any associated Franchise Users until the
Franchise Owner cures the default. Of course, if a Franchise Agreement expires or
terminates for any reason, that Franchise Owner’s Intranet privileges (as well as
those of all sponsored Franchise Users) automatically terminate.
You acknowledge that we provide the Intranet as a service to IFX Clients franchisees in good standing. We reserve the right to charge an access fee and/or fees for
specific services available through the Intranet.
4. Modifications
We may modify these Terms of Use at any time. Any modifications will be effective
immediately upon posting them on the Intranet or notification to you by other
means. By continuing to use the Intranet, you accept and are bound by the
modified Terms of Use.
5. Confidentiality of Our Information
INTRANET TERMS OF USE
All information on the Intranet, including passwords, is deemed to be our
confidential information and trade secrets. You must honor all of the Franchise
Agreement’s provisions relating to trade secrets and confidential information with
respect to all information on this site. This means, among other things, that you
may not disclose your password or any other information on the Intranet, including
the site’s domain name or URL, to any person whom we have not authorized to
have that information. Your violation of these provisions is a breach of the
Franchise Agreement.
Client and its Franchise Owners and Franchise Users must take the precautions that we
periodically specify to protect our confidential information and your confidential information. If you learn of a breach of the confidentiality of a user name or password assigned to you or your employees, or any breach of security through a Franchise Owner’s or Franchise User’s account, you much report it to us immediately at support@ifxonline.com. Your confidentiality obligations continue even if your access to the Intranet ends.
6. Your Registration Information
Client is responsible for assuring the Franchisee Owner is responsible for providing you and us with accurate and complete registration information for the Franchise Owner and each Franchise User. You agree to notify us promptly of any changes in the information provided to us.
7. Prohibited Conduct
You agree not to: (a) interfere or disrupt networks connected to the Intranet; (b) use
or attempt to use any device, software or routine which interferes with the proper
functioning of the Intranet or any transactions being offered through the Intranet;
(c) transmit files, data or other materials containing a computer virus, corrupted
data, worms, “Trojan Horses”, or other instructions or design that would erase data
or programming or cause the Intranet or any equipment or system to become
inoperable or incapable of being used in the full manner for which is was designed;
(d) take any action that imposes an unreasonable or disproportionately large load
on our intranet infrastructure; (e) deliver any communication to or through the
Intranet which violates any local, state, federal or international law; (f) deliver any
communication to or through the Intranet that contains defamatory, libelous,
abusive, or obscene material; or (g) deliver any communication to or through the
Intranet that will infringe upon the rights of any third party.
8. Adding and Removing Franchise Users
Franchise Owners may give their employees access to the Intranet via their
request to Client and Client’s creating the account to then be provided to the Franchise User. Each Franchise Owner can have one access username and password. It is understood that no employee of yours will be deemed to be an agent or employee of ours for any purpose whatsoever and we are not a joint employer of those persons.
9. Our Intellectual Property
IFX Online and Gravity Free Thinking are registered trademarks of IFX International, Inc.
INTRANET TERMS OF USE
The Intranet and all of its contents, including but not limited to articles, other text,
photographs, images, illustrations, graphics, video material, audio material,
software, and business processes (collectively the “intellectual property”), are
protected by copyright, trademark and other laws of the United States, as well as
international conventions and the laws of other countries. The intellectual property
if owned or controlled either by Client or the party credited as the
provider of the intellectual property. Additionally, the Intranet itself is protected by
copyright as a collective work and/or compilation.
You may browse through the Intranet and download manuals and material available
through the Intranet’s financial and operations tools, solely for use in the operation
of your franchise. All copyright, trademark, and other notices must be kept intact.
You may not reproduce or allow others to reproduce any Intranet content, and you
may not make any such content available to any person without our prior approval.
Clients, Franchise Owners and Franchise Users may not attempt to alter or modify the
content posted on the Intranet, except as part of their use of the Intranet financial
and operations tools.
We may, in our sole discretion, immediately terminate access to the Intranet if your
conduct fails to conform with any provision of this section.
10. Termination
We may suspend or terminate your access to the Intranet if: (a) you are in default
under your IFX License Agreement; (b) you sell or transfer your franchise company to a new owner; or (c) we decide to stop operating the Intranet. We will give you notice of suspension or termination of your access. We will not be liable to you or any Franchise User or any third party
for termination of your access to the Intranet. We may also terminate any
Franchise User’s user name, password, and access to the Intranet if the user fails to
use the Intranet at least once during any 30-day period.
11. Disclaimer of Liability
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE INTRANET. THE
INTRANET IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OR TITLE.
We assume no responsibility for errors or omissions on the Intranet. We do not
guarantee continuous, uninterrupted or secure access to the Intranet or that defects
in the Intranet will be corrected. Each Franchise Owner or Franchise User is
responsible for implementing sufficient procedures to satisfy the particular
requirements for protection of his or her own system and/or accuracy of data, and
for maintaining a means to reconstruct lost data.
IFX, OUR AFFILIATES, AND ANY OTHERS INVOLVED IN CREATING THE INTRANET AND ITS CONTENTS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM ANY CIRCUMSTANCE INVOLVING THE INTRANET, INCLUDING BUT NOT LIMITED TO OUR NEGLIGENCE, FRANCHISE OWNER’S OR FRANCHISE USER’S ACCESS TO AND
INTRANET TERMS OF USE
USE OF THE INTRANET, THE UNAVAILABILITY OF THE INTRANET, ERRORS OR
INACCURACIES CONTAINED ON THE INTRANET, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY FRANCHISE OWNER OR FRANCHISE USER, EVEN IF WE HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE.
We are not responsible for or liable for any damage, including damage caused by
viruses, to a computer, computer system, or other property, during or on account of
access or use of the Intranet or any sites to which the Intranet links. The Intranet
may include “links” to other internet sites, both related and unrelated to the
Intranet that may be of interest. We are not responsible for the content or
availability of these sites.
12. Indemnity
You agree to indemnify, defend, and hold harmless IFX and our
parents, subsidiaries, affiliates, and their respective directors, officers, employees,
agents, and subcontractors against all claims, actions, liabilities, losses, expenses,
damages, and costs, including but not limited to, attorneys’ fees, that may at any
time be incurred by reason of: (a) your or your employees’ violation of these Terms
of Use; (b) any claim brought by a third party based on your or your employees’ use
of the Intranet; (c) your or your employees’ negligence or willful misconduct; or (d)
any virus, worm, “Trojan Horse”, or other contaminating or destructive feature
contained in a message from you or your employees.
13. Notices
Any notices to us concerning the Intranet must be sent to [CLIENT EMAIL].
14. No Waiver
Our failure to enforce, or delay in enforcing, any provision of these Terms of Use will
not be construed as a waiver of any provision or right.
15. Governing Law and Forum for Litigation
Any dispute between you and us concerning the Intranet will be governed by the
dispute resolution provisions of your Franchise Agreement.
INTRANET TERMS OF USE ELECTRONIC COMMERCE THROUGH THE INTRANET
In addition to the General Provisions, the following provisions apply to any
electronic commerce transacted through the Intranet:
1. Electronic Signatures
If we make it possible to purchase products or services through the Intranet and you
elect to do so, by engaging in electronic commerce through the Intranet, you
acknowledge the adequacy and sufficiency of electronic signatures for the
formation of a binding contract.
2. Terms of Electronic Commerce Transactions
Terms of electronic commerce transactions will be governed by the vendor/buyer
agreements or law, as applicable.
3. Disclaimer of Warranty
WE MAKE NO WARRANTY THAT ANY INFORMATION, PRODUCT, OR SERVICE
AVAILABLE ON THE INTRANET WILL FULFILL A FRANCHISE OWNER’S, FRANCHISE USER’S OR OTHER USER’S PARTICULAR PURPOSES OR NEEDS.
SMS
COMMUNICATIONS
By opting in during account
registration, you agree to receive SMS messages from your franchisor
via the IFX Franchise Management Platform. These messages may include
operational updates, compliance reminders, announcements, and other
business-critical communications. Message frequency varies. Msg &
data rates may apply. Reply STOP to opt out at any time or HELP for
assistance.
In addition to the General Provisions, the following provisions apply to use of e-mail
provided by us for use by Client, by Franchise Owner or by Franchise User:
1. E-Mail Storage
We reserve the right to establish a limit on the amount of memory or other
computer storage. Client, Franchise Owner or Franchise User may utilize to store e-mail
on our servers and/or the amount of time such e-mail may remain on our servers.
We assume no responsibility for the deletion of, or failure to store, Client, Franchise
Owner’s or Franchise User’s e-mail.
2. Privacy
Your email account associated with the franchised business is not private and may
be accessed by us in our discretion. We have the right to access and search within
any email account associated with the operation of your franchised business. If we
access or search your email accounts, it is solely for our benefit and not to monitor
you or your employees' activities or to assist with the operation of your franchised
business.
3. Email signatures
Your email account must include the following signature line:
[Client/Franchisor name]: Independent owner and operator of Client’s brand and legal name.
INTRANET TERMS OF USE
4. Client, Franchise Owner, Franchise User Representations
You agree not to: (a) use e-mail service provided by us to transmit files, data, or
other materials containing a computer virus, corrupted data, worms, “Trojan
Horses” or other instructions or design that would erase data or programming or
cause the Intranet or any other equipment or system to become inoperable or
incapable of being used in the full manner for which it was designed; (b) use e-mail
service provided by us in connection with chain letters, junk e-mail, spamming, or
any duplicative or unsolicited messages (commercial or otherwise); or (c) create a
false identity or forged e-mail address or header, or otherwise attempt to mislead
others as to the identity of the sender or the origin of the message.
5. INTRANET TERMS OF USE THE INTRANET FORUMS
In addition to the General Provisions, the following provisions apply to your use of
any Intranet forums:
1. Information Posted on Forums
You may deliver to the Intranet forums only content that is either (a) owned by you,
(b) submitted with express permission of the owner, or (c) in the public domain.
Violation of these restrictions may result in legal actions against the violator and/or
limitations on access to the Intranet.
We don’t guarantee the preservation of information posted on the forums.
Client, Franchise Owners and Franchise Users who wish to do so must keep individual
records of activity conducted through the forums.
2. Intellectual Property
If you post or make accessible on the Intranet communications or other materials
that infringe the copyrights of a third party, we will terminate your access to the
Intranet in accordance with our copyright infringement policy pursuant to the Digital
Millennium Copyright Act Copyright Policy. We maintain a special e-mail address for
notifications of claimed infringement concerning materials. All correspondence
should be addressed to our Designated Agent to Receive Notification of Client
Infringement at [legal@ifxonline.com]. Clients, Franchise Owners and Franchise Users may contact us with complaints regarding allegedly infringing posted material and we
will investigate those complaints. If we believe in good faith that the posted
material violates any applicable law, we will remove or disable access to any such
material and we will notify the posting party that the material has been blocked or
removed in accordance with copyright infringement policy.
3. Disclaimer of Liability
We do not control and are not responsible for messages, information or files
(“Messages”) delivered to the Intranet forums. We do not edit or systematically
monitor or delete Messages delivered to the Intranet forums. However, we reserve
the right to begin doing so at any time. We may excerpt a portion or portions of
Messages for use elsewhere. These activities do not impose any responsibility or
liability on us for damages arising from Messages delivered to the Intranet forums
or from our alteration of such Messages. We do not warrant the accurate or timely
delivery of Messages. All Clients, Franchise Owners and Franchise Users are solely
responsible for the content of the Messages they deliver to the Intranet. We are not
responsible for any damages of any kind arising from any Message delivered to the
Intranet, even when we are advised of the possibility of such damage.
4. Rights to Messages Delivered to the Intranet Forums
All material, information, and ideas contained in Messages you post on the Intranet
forums automatically become our property, without any obligation of confidentiality.
We may modify, use, and distribute this material in any way with no liability to you.
If any court determines that we do not retain exclusive ownership of any such
material, information, or ideas, then we retain a non-exclusive license to use them.
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