ITI DIGITAL’S DXP SaaS Terms of Service
Updated: Feb 6, 2026
ITI Digital provides a DXP Platform for identifying relevant content for combination and display on customer websites and applications (hereinafter referred to as “Services” or “Service”) offered to customers (hereinafter referred to as “Users” or “you”) at iti-digital.com (hereinafter referred to as the “DXP Platform”). The Services include Software, APIs, Dashboard Access, and other proprietary materials as described on the DXP Platform, collectively referred to herein as the “DXP Platform”. The Service is owned and operated by ITI Marketing Inc. (hereinafter referred to as the “Company” or “us”).
Your use of the Service is subject to the terms and conditions set forth in this Terms of Service (hereinafter referred to as the “Terms”).
PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. By accessing or using any part of the Service, you acknowledge that you have read, understand, and agree to be bound by these Terms.
If you do not agree to these Terms, please do not use the Service and notify ITI Digital in writing so we may address your concerns or discuss next steps.
ITI Digital provides access to a software-as-a-service Digital Experience Platform (“DXP Platform”) that delivers content, visitor engagement tools, and related services to customers (“Services”). The Services are offered at iti-digital.com and are owned and operated by ITI Digital, LLC (“ITI Digital,” “Company,” “we,” or “us”).
Your use of the Services is subject to the terms and conditions set forth in these Terms of Service (“Terms”).
1.0 What You Are Purchasing
ITI Digital provides access to a software-as-a-service platform that delivers dynamic website content and visitor engagement tools to support destination marketing, economic development, and community promotion.
The Services consist of licensed access to ITI Digital’s Digital Experience Platform, including selected content modules, dashboards, APIs, and related tools, as identified in the applicable insertion order, statement of work, or SaaS Terms (collectively, the “Order”).
In certain engagements, ITI Digital may also provide website design, development, or related professional services. Any such services are provided only when expressly stated in a written Order and are governed by the scope, timelines, and deliverables defined therein.
Unless explicitly included in a written Order, the Services do not include website hosting, ongoing website management, or administration of Client-controlled systems. Client retains responsibility for its hosting environment, content management system (CMS) access, and any third-party vendors.
2.0 Updates to Terms of Service.
At ITI Digital, we are committed to continually improving our platform to meet evolving technology standards and the evolving needs of our clients. Updates to these Terms may be made in connection with enhancements or new features that improve service performance, user experience, or platform security. Some enhancements will be automatically applied, while others may introduce optional, value-added features that clients can choose to adopt.
In all cases, we will provide written notice at least thirty (30) days in advance for any material changes. We invite clients to contact us with questions or feedback about upcoming changes so we can ensure alignment. Our updates are rooted in our promise to deliver the best, most reliable technology while maintaining transparency and long-term trust. We do not issue arbitrary policy revisions and avoid unnecessary adjustments to maintain continuity and trust.
If a Client does not agree to a material change, the Client must notify ITI Digital in writing prior to the effective date of the change, and the parties will work in good faith to determine an appropriate path forward.
3.0 Translation.
We may translate these Terms of Service into other languages for your convenience. Nevertheless, the English version governs your relationship with Company, and any inconsistencies among the different versions will be resolved in favor of the English version.
4.0 Service Availability and Continuity.
The Service may be subject to planned maintenance, system upgrades, or unexpected events beyond our control. ITI Digital strives to maintain a monthly 99% uptime is a target, not a financial guarantee. across all core services. We monitor system health through automated tools and third-party infrastructure to proactively identify and address issues.
Clients will receive advance notice for scheduled maintenance and timely updates during service disruptions. Our support team is available to assist with any availability concerns, and we are committed to open communication to maintain trust and continuity throughout any disruptions.
4.1 Onboarding Window. For new subscribers, ITI Digital provides an onboarding and initial configuration period intended to support setup, training, and readiness for go-live (the “Onboarding Window”). Unless otherwise stated in the SaaS Terms, an executed order, an insertion order, or a statement of work, the Onboarding Window is the first four (4) weeks following purchase, starting at the insertion order kick-off date.
4.2 Client Implementation Requirement. Client is responsible for implementing the ITI Digital module/widget on Client’s website or digital properties, including placing embed code, DXP Dynamic XML sitemap scripts for SEO improvements, and any other installation steps required within Client’s CMS, hosting environment, or other systems. Client acknowledges that ITI Digital may be unable to complete installation steps that require administrative access to Client systems, vendor-restricted environments, security permissions, or third-party credentials.
4.3 Client Cooperation. Client agrees to provide timely access, approvals, technical contacts, and information reasonably necessary to complete onboarding and configuration, including confirmation of the module/widget’s placement and completion of required steps within Client-controlled systems.
4.4 No Pause; No Extension; No Refund for Delays. The subscription term begins as described in Section 16.1 and is not paused by onboarding pace, scheduling, delayed approvals, Client staffing limitations, failure to implement the module/widget, or delays caused by Client, Client vendors, or third-party platforms. Delays do not entitle Client to refunds, credits, or automatic service extensions.
4.5 Optional Onboarding Rescheduling.
If onboarding or training sessions are scheduled and the Client requests rescheduling or elects to defer onboarding to align with internal timelines, website relaunches, or other Client-driven considerations, ITI Digital will make reasonable efforts to accommodate such requests, subject to availability.
Any rescheduling or deferral of onboarding does not pause, extend, or otherwise modify the subscription term or license period and does not delay the commencement of the Agreement. ITI Digital’s contractual obligations and deliverables continue in accordance with the applicable Insertion Order and Terms of Service, regardless of the timing of onboarding or go-live activities.
5.0 Privacy Policy
Use of the Service is subject to ITI Digital’s Privacy Policy, which is incorporated into and made part of these Terms of Service. By accessing or using the Service, you acknowledge and agree to the collection, use, and processing of data as described in this section and in the Privacy Policy.
DXP Module: Instagram User-Generated Content (app.imgoingtravel.com)
Data Collected and Processed
When a user logs into the ITI Digital application using Facebook on the domain app.imgoingtravel.com, the user authorizes the system to access connected Instagram Business Accounts associated with their Facebook profile. ITI Digital does not receive or store user email addresses associated with Facebook accounts; such information is managed solely by Facebook. Data accessed by ITI Digital is anonymized.
Facebook Platform Data accessed through the application is not shared with any other person or business.
Facebook Platform Data is not used for surveillance or monitoring purposes.
Facebook Platform Data is not used to make decisions related to housing, employment, insurance, education, credit, government benefits, or immigration status.
Facebook Platform Data is not used to make decisions based on race, ethnicity, color, national origin, religion, age, sex, sexual orientation, gender identity, family status, disability, or medical or genetic conditions.
Purpose of Data Processing
Access to connected Instagram Business Accounts is used solely to populate publicly available Instagram media within the user dashboard (app.imgoingtravel.com), in accordance with approved Facebook Developer API permissions, including Instagram Public Content Access.
Data Deletion Requests
Requests to delete personal data or to report security concerns may be submitted via email to the ITI Digital Support Client Portal at support@itidigital.freshdesk.com
Data Deletion Practices
Facebook Platform Data is deleted within thirty (30) to sixty (60) days once it is no longer necessary to provide the Service.
6.0 Additional Terms
In addition to these Terms of Service and the Privacy Policy, Clients are required to identify the specific modules and services they elect to include as part of the Services. The terms applicable to such selected modules and services, as set forth in the applicable insertion order, statement of work, or SaaS Terms (collectively, the “SaaS Terms”), are incorporated into and made part of these Terms of Service as if fully stated herein.
In the event of a conflict between these Terms of Service and the applicable SaaS Terms with respect to module scope, pricing, or service-specific provisions, the SaaS Terms shall control.
7.0 Eligibility and Age Requirements
The Services are intended for use by individuals who are at least eighteen (18) years of age or who have reached the age of majority in their jurisdiction, whichever is older. Use of the Services by any individual who does not meet this requirement is not permitted and constitutes a violation of these Terms.
8.0 Intellectual Property.
For purposes of these Terms, “Intellectual Property” means any patent, copyright, trademark, service mark, trade name, brand name, logo, domain name, industrial design, software, database, data right, trade secret, know-how, proprietary information, or other intellectual property right, whether registered or unregistered, including any registrations, applications, licenses, or contractual rights relating thereto, and any associated goodwill.
All right, title, and interest in and to the Services, including the Digital Experience Platform, software, APIs, dashboards, configurations, designs, interfaces, graphics, text, audio, images, data structures, documentation, and the selection, coordination, and arrangement thereof (collectively, the “Materials”), are and shall remain the exclusive property of ITI Digital, its affiliates, or its licensors. The Materials are protected by the United States and international intellectual property laws. All rights not expressly granted to Client are reserved by ITI Digital.
Subject to these Terms, ITI Digital grants Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for Client’s internal business purposes and authorized destination marketing, economic development, or community promotion activities during the applicable subscription term. No ownership interest in the Services or Materials is transferred to Client under these Terms.
Except as expressly permitted by these Terms or applicable law, Client shall not, and shall not permit any third party to:
(a) copy, modify, adapt, translate, or create derivative works of the Services or Materials;
(b) sell, rent, lease, sublicense, distribute, assign, or otherwise transfer access to the Services;
(c) use the Services for the benefit of any third party or as part of a service bureau or managed service offering;
(d) incorporate the Services into any product or service offered to third parties;
(e) circumvent or interfere with any security, access control, or license enforcement mechanisms;
(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, file formats, or APIs, except to the extent expressly permitted by applicable law and upon prior written notice to ITI Digital;
(g) remove, alter, or obscure any proprietary notices, branding, or attribution included in the Services;
(h) use the Services for competitive analysis or to develop competing products or services;
(i) publicly disclose or publish benchmark, performance, or stress-testing results of the Services; or
(j) encourage or assist any third party in engaging in any of the foregoing.
Certain names, logos, brands, or trademarks appearing within the Services may be owned by third parties. Such third-party trademarks are the property of their respective owners and do not imply any affiliation with or endorsement of ITI Digital or the Services.
8.0 Confidential Information, Non-Disclosure.
Confidential Information.
“Confidential Information” means any non-public, proprietary, or confidential information disclosed by or on behalf of ITI Digital to Client in connection with the Services, whether disclosed orally, visually, electronically, or in writing, and whether disclosed before, on, or after the effective date of this Agreement. Confidential Information includes, without limitation, information relating to ITI Digital’s business operations, technology, software, source code, APIs, algorithms, data structures, product roadmaps, designs, specifications, processes, research and development, financial information, pricing, procurement requirements, customer and vendor information, marketing plans, forecasts, and other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information also includes confidential or proprietary information of third parties disclosed to Client by ITI Digital in connection with the Services.
Non-Disclosure and Restricted Use.
Client agrees to use Confidential Information solely for the purpose of exercising its rights and fulfilling its obligations under these Terms. Client shall not disclose Confidential Information to any third party except to its employees, contractors, or representatives who have a legitimate need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein. Client shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
Users acknowledge and agree that as part of the Service, Company information has been or may be made available to Users including, without limitation, information relating in any way to any products, services, methods, computer/software or any other similar or related matters or items developed, enhanced or modified by the Company (hereinafter referred to as the “Confidential Information”).
Ownership and Survival.
All Confidential Information remains the sole and exclusive property of ITI Digital. During the term of this Agreement and for a period of five (5) years following termination or expiration, Client shall not use, disclose, transfer, or otherwise exploit Confidential Information, except as expressly permitted herein. Confidential Information that constitutes a trade secret under applicable law shall be protected for so long as it remains a trade secret.
Exceptions.
The obligations in this Section do not apply to information that Client can demonstrate:
(a) is or becomes publicly available through no breach of this Agreement by Client;
(b) was lawfully known to Client without restriction prior to disclosure by ITI Digital; or
(c) is required to be disclosed pursuant to applicable law, regulation, subpoena, court order, or governmental request, provided that Client gives ITI Digital prompt written notice of such requirement (to the extent legally permitted) and reasonably cooperates with ITI Digital in seeking a protective order or other appropriate remedy.
Injunctive Relief.
Client acknowledges that unauthorized use or disclosure of Confidential Information would cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, ITI Digital shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the requirement of posting bond or proving actual damages.
9.0 Use of the Service, General
Access to certain features of the Services may require Client to create and maintain an account. In connection with any such account, Client agrees to:
(i) provide accurate, current, and complete information about itself and authorized users as requested by the Service;
(ii) maintain and promptly update such information to ensure its accuracy;
(iii) use the account solely for Client’s internal business purposes and not resell, sublicense, or otherwise provide access to the Services to any third party; and
(iv) receive communications related to the operation, support, and administration of the Services.
Client is responsible for maintaining the confidentiality of all account credentials and for all activities conducted through its account, whether authorized or unauthorized. Client shall promptly notify ITI Digital of any unauthorized use of its account or any suspected security breach. Client remains responsible for all fees, charges, and usage associated with its account.
Client shall not impersonate another person or entity, create accounts on behalf of others without authorization, provide false contact information, or maintain multiple accounts except as expressly permitted by ITI Digital.
Client agrees to use the Services only in compliance with applicable laws and regulations and shall not use the Services to upload, transmit, store, or distribute any content that is unlawful, infringing, threatening, harassing, defamatory, obscene, indecent, hateful, or otherwise objectionable. Client shall not solicit personal information from minors, interfere with the normal operation of the Services, or disrupt the use of the Services by any other user.
ITI Digital reserves the right to suspend or terminate access to the Services if Client provides false or misleading information, violates these Terms, or uses the Services in a manner that materially interferes with platform operations or the rights of others.
You may not do any of the following while accessing or using the Service:
(i) access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
(ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
(iii) access or search or attempt to access or search the Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us;
(iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or
(v) disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or otherwise creating an undue burden on the Service.
You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service.
You further agree that you will not access the Service by any means except through the interface provided by Company for access to the Service. Creating or maintaining any link from another application to any page at the Service without the prior authorization of Company is prohibited. Running or displaying the Service, or any information or material displayed via the Service in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Service must comply with all applicable laws, rule and regulations.
Furthermore, you agree not to use the Service for any of the following purposes:
(i) uploading, posting, emailing, transmitting, or otherwise making available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or otherwise objectionable, including content that is racially, ethnically, or otherwise discriminatory;
(ii) causing harm to any minor in any manner;
(iii) impersonating any individual or entity, or falsely stating or otherwise misrepresenting an affiliation with any individual, organization, or entity;
(iv) forging captions, headings, titles, or descriptions, or offering content for which you do not have the legal right to use, distribute, or make available;
(v) uploading, posting, emailing, transmitting, or otherwise making available any content that infringes or may infringe upon any patent, copyright, trademark, trade secret, or other proprietary or intellectual property rights of any party;
(vi) uploading, posting, emailing, transmitting, or otherwise making available any content that violates any contractual, fiduciary, or legal obligation;
(vii) uploading, posting, emailing, transmitting, or otherwise making available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” or other forms of solicitation, except where expressly permitted by the Service.
(viii) uploading, posting, emailing, transmitting, or otherwise making available any content or source that contains software viruses, malware, or other computer code, files, or programs designed to disrupt, damage, destroy, or limit the functionality of any software, hardware, or telecommunications equipment;
(ix) disrupting the normal flow of communication or otherwise acting in a manner that negatively affects another user’s ability to engage with or use the Service;
(x) interfering with or disrupting the Services, servers, or networks connected to the Digital Experience Platform, including through the use of software, scripts, or routines intended to bypass robot exclusion headers or similar access controls;
(xi) intentionally or unintentionally violating any applicable local, state, federal, national, or international law or regulation, including securities laws or regulations having the force of law;
(xii) providing material support, resources, or assistance to, or concealing or disguising the nature, location, source, or ownership of any organization designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act;
(xiii) stalking, harassing, or otherwise engaging in conduct intended to intimidate or harm another individual; and/or
(xiv) collecting, storing, or processing personal data relating to any other user in connection with any prohibited conduct described in this Section.
The Service may display content sourced from third-party platforms, APIs, or external data providers integrated into the Digital Experience Platform. While ITI Digital does not create or author third-party content, the Platform provides Clients with editorial controls to review, manage, approve, and determine what content is published on their digital properties.
ITI Digital makes no representation or warranty regarding the accuracy, completeness, or availability of third-party content at the source. Clients remain responsible for determining whether third-party content published through the Service is appropriate for their audience, jurisdiction, and intended use.
10.0 Third-Party Operators and Websites.
The Services may include links to third-party operators, platforms, or websites, including advertisements, that provide products, goods, services, or information (“Third-Party Providers”). Such links are provided for convenience only. If Client chooses to access any Third-Party Provider through the Services, Client may leave the Digital Experience Platform. ITI Digital does not control, operate, or endorse any Third-Party Provider.
ITI Digital is not responsible or liable for the content, accuracy, availability, legality, or performance of any Third-Party Provider or for Client’s use of or inability to use any third-party products or services. Third-Party Provider websites and services may contain content or information that is inaccurate, misleading, offensive, inappropriate, defamatory, or otherwise unlawful.
Any interactions between Client and a Third-Party Provider, including the purchase, payment, delivery, terms, conditions, warranties, or representations associated with any third-party goods or services, are solely between Client and the applicable Third-Party Provider, unless expressly stated otherwise in writing. ITI Digital is not a party to, and shall have no liability arising from, any such transactions or interactions.
11.0 User Content
“User Content” means any and all information and content that a User uploads, submits to, or uses with the Services. You may choose to enter this information manually or, where available, synchronize with a third-party website, provided to User via The Company’s DXP Platform. The Company does not verify the accuracy or completeness of User Content, and these may therefore be subject to errors.
Company shall provide rights to data that is delivered to Users via the Service. Such rights arise from the following sources:
11.1 Google Places API
ITI Digital integrates data made available through the Google Places API in accordance with Google’s applicable Terms of Use. Content delivered through this integration originates from Google or from users who have agreed to Google’s applicable terms of service, as further detailed at: https://developers.google.com/maps/documentation/places/web-service/policies
11.2 Instagram User-Generated Content / Media
ITI Digital is an approved Facebook Developer and accesses Instagram media in accordance with Facebook and Instagram platform guidelines, including content publishing permissions, as further detailed at: https://developers.facebook.com/docs/instagram-api/guides/content-publishing/
Other content delivered to Clients through the Services is subject to the same or substantially similar usage rights based on the originating data source or platform.
11.3 Client Responsibility for User Content
Client is solely responsible for any content, data, or information that Client or its authorized users upload, submit, synchronize, or otherwise make available through the Services (“User Content”). Client represents and warrants that its User Content complies with these Terms of Service and does not infringe or violate any applicable law or third-party rights.
ITI Digital does not independently verify the accuracy, completeness, or suitability of User Content. Client is responsible for reviewing, approving, and determining the appropriateness of User Content prior to publication through the Digital Experience Platform.
11.4 Content Management and Removal
ITI Digital does not serve as the system of record for User Content and is not obligated to back up User Content. Client is responsible for maintaining its own backup copies of User Content.
12.0 Suggestions and Improvements.
If Client provides ITI Digital with any ideas, suggestions, feedback, documents, or proposals related to the Services (“Feedback”), Client acknowledges and agrees that:
(i) the Feedback does not contain confidential or proprietary information of any third party;
(ii) ITI Digital is under no obligation of confidentiality, express or implied, with respect to the Feedback, unless otherwise agreed to in writing;
(iii) ITI Digital may have developed or may independently develop ideas, features, or functionality similar to the Feedback; and
(iv) Client grants ITI Digital a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, prepare derivative works of, publish, distribute, and sublicense the Feedback for any lawful purpose, without compensation to Client.
To the extent permitted by applicable law, Client irrevocably waives, and agrees to cause to be waived, any claims or assertions of moral rights or similar rights in the Feedback against ITI Digital and its affiliates.
13.0 Representations.
Client represents, warrants, and acknowledges that:
Any information provided through the Services is for general informational purposes only and does not constitute legal, financial, or professional advice, nor is it guaranteed to produce specific outcomes or results.
ITI Digital does not warrant or guarantee the suitability, accuracy, completeness, or availability of any materials, data, content, products, or services made available through the Services, including those sourced from third parties.
ITI Digital does not independently verify or screen the authenticity, quality, or reliability of materials, content, or providers of content delivered through the Services.
Client is of legal age to form a binding contract or has the authority to bind the legal entity on whose behalf the Services are used.
All information provided by Client to ITI Digital is accurate and truthful, and Client agrees to maintain the accuracy of such information throughout the term of the Agreement.
Client is legally permitted to access and use the Services and assumes responsibility for the selection, configuration, and use of the Services in accordance with these Terms.
14.0 Indemnification
Client agrees to indemnify and hold harmless ITI Digital from and against any third-party claims, damages, liabilities, costs, or expenses arising out of Client’s misuse of the Services, violation of these Terms of Service, or use of licensed materials beyond their intended scope.
This indemnification obligation does not apply to claims arising from ITI Digital’s negligence, willful misconduct, or material breach of these Terms. Nothing in this section is intended to require indemnification beyond what is permitted by applicable law.
This provision is intended to allocate responsibility fairly based on each party’s control and use of the Services within a governed content environment
15.0 Warranties, Disclaimers and Limitations of Liability.
(i) Service Performance and Availability
ITI Digital will make commercially reasonable efforts to provide reliable service delivery and to promptly address performance-related issues. ITI Digital monitors system health and platform stability using a combination of internal diagnostics and third-party infrastructure providers. Clients are encouraged to report service disruptions through the designated support portal to facilitate timely resolution. While uninterrupted access cannot be guaranteed, ITI Digital is committed to transparent communication, timely status updates, and prioritized support in the event of service interruptions.
(ii) Limitation of Liability
To the maximum extent permitted by applicable law, ITI Digital’s total aggregate liability arising out of or relating to the Services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies to all claims, including those related to service delays, data loss, or third-party integrations. This limitation does not apply to liability arising from ITI Digital’s gross negligence, fraud, or willful misconduct.
(iii) Third-Party Services and Content
The Services may integrate with, rely upon, or link to third-party platforms, services, or content providers. ITI Digital does not control and is not responsible for the performance, security, accuracy, availability, or legal compliance of any third-party services, platforms, or content.
(iv) Claims and Disputes
Any claim or dispute arising out of or relating to this Agreement must be brought within one (1) year from the date the cause of action first arose. Claims not brought within this period shall be permanently barred to the fullest extent permitted by law.
(v) No Implied Warranties
Except as expressly stated in this Agreement, the Services are provided “as is” and “as available,” and ITI Digital disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
15.1 Disclaimer for ITI Digital Events Calendar
ITI Digital’s Events Calendar and Smart Places modules display information using a combination of destination-managed content and data from third-party platforms and APIs, including, but not limited to, Google and similar providers. Due to the nature of these external data sources, ITI Digital cannot guarantee the completeness, accuracy, or real-time availability of all event or place information within any geographic area.
For Smart Places, time-sensitive details such as hours of operation, temporary closures, availability, contact information, and other attributes may change without notice at the source. The visibility and accuracy of such information may be affected by factors beyond ITI Digital’s control, including third-party update cycles, indexing practices, provider algorithms, and data categorization methods.
ITI Digital makes commercially reasonable efforts to deliver accurate, accessible, and up-to-date Events and Places content through the Digital Experience Platform. However, Clients and end users are encouraged to verify event details, hours, and availability directly with event organizers, businesses, or original sources prior to making decisions based on information displayed through the Services.
ITI Digital is not responsible for inaccuracies, omissions, delays in updates, or the absence of specific events or place details, nor for decisions made based on information displayed through the Events Calendar or Smart Places modules.
This disclaimer is intended to be read in conjunction with ITI Digital’s Terms of Service and Privacy Policy. Continued use of the Events Calendar and Smart Places modules constitutes acceptance of this disclaimer and any updates made in accordance with these Terms.
16.0 Purchases and Payments
16.1 Purchase of Services.
Client’s purchase of the Services is completed upon confirmation of the applicable order, and performance of the SaaS Terms begins as of the purchase date or the start date specified in the applicable executed order, insertion order, statement of work, or SaaS Terms.
The subscription term, pricing, and scope of Services shall be as stated in the applicable SaaS Terms or written Order. The subscription term is not conditioned on completion of onboarding, implementation, configuration, or go-live activities.
In the event of a conflict between these Terms of Service and the applicable SaaS Terms with respect to pricing, term length, or service scope, the SaaS Terms shall control. In all other respects, these Terms of Service shall govern.
16.2 Payment Processing Methods.
ITI Digital may make one or more payment processing methods available to facilitate payment for the Services. Client agrees to comply with any applicable terms and conditions imposed by third-party payment processors used in connection with such payment methods.
ITI Digital may modify, add, or remove payment processing methods from time to time. Upon confirmation of purchase, ITI Digital or its designated payment processor is authorized to charge Client’s selected payment method for all fees due under the applicable Order, including any applicable taxes or government-imposed charges.
Client is solely responsible for all amounts payable in connection with the Services purchased.
17.0 Term; Non-Renewal; Termination
17.1 Term of Agreement
The Services are provided for the fixed term stated in the applicable Insertion Order (the “Term”). This Agreement remains in effect for the full Term and does not automatically renew. Any extension or subsequent term requires a new, mutually executed Insertion Order or written agreement.
For multi-year agreements invoiced on an annual basis, the invoicing schedule does not alter the length of the contractual commitment. Client’s payment obligations apply to the full Term stated in the applicable Insertion Order.
17.2 Notice of Intent Not to Renew
If Client does not intend to enter into a subsequent term following expiration of the then-current Term, Client must provide written notice of non-renewal at least sixty (60) days prior to the expiration date of the applicable Insertion Order.
Failure to provide notice does not extend or renew the Agreement; timely notice is required solely for operational planning, resource allocation, and orderly offboarding.
17.3 No Early Termination for Convenience; Budget and Funding Changes
This Agreement may not be terminated early for convenience. Client may discontinue use of the Services at any time; however, suspension or non-use of the Services does not constitute termination of this Agreement and does not relieve Client of its obligation to pay all fees due for the applicable Term.
Changes in Client funding, budget availability, appropriations, grant status, internal financial priorities, or fiscal planning do not constitute grounds for early termination or non-payment under this Agreement, except where termination is expressly required by applicable law governing governmental entities.
All fees invoiced or invoicable for the applicable Term remain payable in full. No refunds, credits, or prorations will be issued except as expressly required by applicable law.
17.4 Termination for Material Breach.
Either party may terminate this Agreement upon sixty (60) days’ written notice if the other party commits a material breach of this Agreement and fails to cure such breach within the notice period.
For purposes of this Agreement, a “material breach” by ITI Digital means a substantial and ongoing failure to provide access to the core functionality of the Services as expressly described in the applicable Insertion Order, where such failure is solely and directly attributable to ITI Digital and not caused, in whole or in part, by Client action or inaction, or by any third party acting on Client’s behalf.
A material breach by ITI Digital does not include, and shall not be deemed to occur as a result of, any of the following:
17.5 Effect of Termination
Termination of this Agreement for any reason, including termination for material breach, does not relieve Client of its obligation to pay any fees accrued, invoiced, or invoicable through the effective date of termination. Except as expressly required by applicable law, no refunds, credits, or prorations shall be issued.
Upon expiration or termination for material breach, ITI Digital will, where applicable, provide Client with limited, time-bound post-termination access solely for the purpose of exporting Client-owned content in accordance with ITI Digital’s standard offboarding procedures. Such access does not include continued use of the Services, modules, dashboards, or functionality beyond content export.
Following completion of the offboarding process or expiration of the post-termination access period, ITI Digital’s obligation to provide the Services shall cease.
Termination or expiration of this Agreement shall not affect provisions that by their nature are intended to survive termination, including but not limited to Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Dispute Resolution, and any payment obligations accrued prior to termination.
18.0 Digital Millennium Copyright Act (“DMCA”) NOTICE
ITI Digital respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (“DMCA”). In accordance with the DMCA, ITI Digital will respond expeditiously to valid notices of alleged copyright infringement submitted in compliance with the procedures outlined below.
Upon receipt of a compliant DMCA notice, ITI Digital may, in its discretion, remove or disable access to the allegedly infringing material and may terminate access for repeat infringers where appropriate.
Procedure for Submitting a DMCA Notice
If you believe that copyrighted material has been infringed through the Digital Experience Platform, please submit a written notification to ITI Digital’s designated Copyright Agent that includes the following:
(i) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(ii) a description of the location of the allegedly infringing material on the Digital Experience Platform sufficient to allow ITI Digital to locate it;
(iii) your name, mailing address, telephone number, and email address, and, if different, the contact information of the alleged infringing party;
(iv) a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(v) A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf;
(vi) Your electronic or physical signature.
We may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing materials, we will immediately notify the person responsible for posting such materials that we removed or disabled access to the materials. We may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). the Company’s designated Copyright Agent is:
Franci C. Edgerly
(912) 250-2689
franciedgerly@iti-digital.com
19.0 Dispute Resolution.
The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement in good faith through direct communication between authorized representatives.
If a resolution cannot be reached informally within a reasonable period of time, either party may pursue dispute resolution through arbitration administered by the American Arbitration Association or may bring a claim in a court of competent jurisdiction, as mutually agreed by the parties. Arbitration shall not be mandatory and shall apply only if both parties expressly consent in writing.
Venue and jurisdiction shall be determined by mutual agreement or, where required, in accordance with applicable law governing governmental or quasi-governmental entities.
This approach reflects the parties’ shared intent to resolve matters professionally, efficiently, and with flexibility based on the nature of the dispute and the best interests of both parties.
20.0 Miscellaneous.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the state in which the Client is domiciled, without regard to its conflict of laws principles, to the extent permitted by applicable law.
Independent Contractors.
The parties are independent contractors. Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or employment relationship between the parties.
Assignment.
Client may not assign or transfer this Agreement, in whole or in part, without the prior written consent of ITI Digital, except where assignment is required by law. ITI Digital may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
Waiver.
The failure of either party at any time to enforce any provision of this Agreement shall not be deemed a waiver of that provision or of any other provision.
Entire Agreement.
This Agreement, together with the applicable Insertion Order, SaaS Terms, and any executed statement of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.
Force Majeure.
Neither party shall be liable for failure or delay in performance under this Agreement (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of utilities or internet service providers.
21.0 Customer Service.
If Client has any questions regarding these Terms of Service, the Services, or wishes to report an issue, concern, or suspected violation of these Terms, Client may contact ITI Digital through the following channels:
Customer Support Portal: support@itidigital.freshdesk.com
General Inquiries: partners@iti-digital.com
ITI Digital will make commercially reasonable efforts to respond to support inquiries in a timely manner during normal business hours. Support availability, response times, and service levels may vary based on the nature of the inquiry and the Services subscribed to by Client, as further described in the applicable Insertion Order or SaaS Terms.
