Solutions Terms & Conditions
IMImanage Suite of Services
1. Ownership and License
1.1. Subject to the terms and conditions of this Agreement, IMI shall retain ownership over all of IMI’s Work Product (except Marks of the Client used in its Work Product, and content, merchandise and graphics created specifically for the Client or an Affiliate). For the purposes of this Agreement, ‘Work Product’ includes all deliverables and outputs produced by IMI. IMI retains all rights, title, and interest in and to its Work Product, including any derivatives or modifications thereof, whether created during or after the term of this Agreement.
1.2. Except as set forth in the Project Programs, the parties acknowledge that the Work Product may incorporate one or more tools, algorithms, models, architecture, software, manuals, techniques, skills, guides, charts, and/or designs that are owned or previously created by IMI not specifically for the Client (collectively the “Tools”), and that the Tools may or may not be separate and distinct from the Beverage Programs designed for the Client. ‘Tools’ refers to all proprietary methodologies, software, and processes developed by IMI. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that the Tools are and shall remain the intellectual property of IMI. The Client will retain ownership of all content, merchandise and graphics developed by IMI specifically for the Client and used in all IMI initiatives and any special projects or promotions provided hereunder.
1.3. Except as set forth in this Agreement, IMI retains all intellectual property and other rights in the Work Product and Tools. Any license granted to the Client by IMI for the use of the Work Product and Tools is non-exclusive, non-transferable, and revocable at IMI’s discretion in the event of a breach of this Agreement. The Client shall not be entitled to sell, transfer, or convey any of the Work Product or Tools to any other person or entity or to otherwise use any of the same for the benefit of any person or entity without the express written consent of IMI. The Client agrees not to reverse engineer, decompile, or disassemble any of the Work Product or Tools, nor attempt to derive the source code or underlying ideas or algorithms of any part of the Work Product or Tools. All such permitted uses shall be in strict compliance with any restrictions or limitations set forth by IMI in a Project Brief or otherwise in writing with respect to any content or Tools created or owned by IMI.
1.4. IMI shall notify the Client immediately of any infringement of IMI’s copyrights, patents or other intellectual property rights in the Work Product or Tools of which it becomes aware.
1.5 The parties acknowledge that the Work Product may, under a license granted to IMI by the owner of certain property, incorporate one or more tools, algorithms, models, architecture, software, manuals, techniques, skills, guides, charts, and/or designs that are owned or previously created by a person or entity other than IMI (collectively the “Third Party Property”), and that the Third Party Property may or may not be separate and distinct from the technology and content initiatives designed for the Client. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that the Third-Party Property shall remain the intellectual property of the owner, and no representation is made by IMI herein as to the ownership or ability to convey such intellectual property to the Client or an Affiliate.
2. Confidentiality
2.1. Each party may disclose to the other party certain Proprietary Information. For purposes of this Section 2; “Owner” means the party disclosing Proprietary Information; “Recipient” means the party receiving any Proprietary Information hereunder including the Client’s beverage marketing agency; “Trade Secrets” means information that is a trade secret as defined by applicable law; and “Proprietary Information” means Confidential Information.
2.2. Except as otherwise set forth in this Agreement, Recipient will hold in confidence and not disclose, distribute, transmit, or transfer, directly or indirectly, by any means, the Proprietary Information, or any portion thereof. Recipient may only disclose the Proprietary Information to its employees and contractors to the extent such persons have a need to know such information for the purposes described in this Agreement and provided each such employee or contractor shall be obligated to comply with the terms and conditions of this Agreement. Recipient shall use the Proprietary Information for the purposes authorized by this Agreement and other such proprietary information shall also be subject to disclosure required by applicable law including court order and/or subpoena and for no other purpose. Recipient acknowledges and agrees that the disclosure of the Proprietary Information of Owner to Recipient does not confer upon Recipient any license, interest, or rights of any kind in or to the Proprietary Information.
2.3. Recipient’s obligations under this Agreement about the Trade Secrets remain in effect for as long as such information shall remain a trade secret under applicable law. Recipient’s obligations about the Confidential Information shall remain in effect during the Term of this Agreement and for three (3) years thereafter.
3. Privacy Policy
3.1 IMI owns and operates several websites. We are committed to the privacy and security of our visitor’s information. Collection of personal information is provided by the Client and only when requested/required.
3.2 IMI uses Google Analytics, a web analytics service provided by Google, to collect and analyze data about our website visitors in compliance with applicable data privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), General Data Protection Regulation (GDPR), and other state privacy laws. This data is used by IMI and provided to the Client, if applicable, to understand how users interact with the website, identify areas for improvement, and enhance the user experience. Google Analytics collects information such as IP address, pages visited, browser type, device information, and time spent on the site. Users have the right to opt-out of data collection, request deletion of their data, and exercise other privacy rights as provided by applicable laws. The user may opt out of Google Analytics data collection by disabling cookies in your browser settings or using other available opt-out mechanisms. For more information about Google’s privacy practices, please visit Google’s Policy and Analytics Terms of Service.
3.3 Website information is maintained on a secure web server with industry-standard security measures including encryption, access controls, and regular security assessments. Personal information is only shared with third-party service providers who have contractually committed to maintaining the confidentiality and security of the data in compliance with applicable privacy laws, including CCPA and other state privacy laws. These service providers are contractually restricted from using the data for any purpose other than providing the contracted services. IMI implements reasonable security procedures and practices appropriate to the nature of the information to protect personal information from unauthorized access, destruction, use, modification, or disclosure. IMI makes every effort to preserve your privacy, however information may be disclosed when required by law where we have good-faith belief that such action is necessary to comply with a judicial proceeding, court order or legal process, or to exercise or defend legal claims.
3.4 IMI reserves the right to update this Privacy Policy from time to time to reflect changes in our practices, technology, legal requirements, and other factors. When we make material changes to this Privacy Policy, we will provide notice as required by applicable law, which may include posting the updated Privacy Policy on our website with a new effective date. If required by applicable privacy laws, we will obtain your consent to material changes in how we collect, use or share your personal information. Your continued use of IMI’s services after any change in this policy and notice period will constitute your acceptance of such change. If you disagree with any changes to this Privacy Policy, you must cease using our services.
Contact Information
For privacy-related inquiries, including requests to exercise your privacy rights under CCPA or other applicable laws, please contact our Privacy Team at it@imiagency.com or by phone at (770) 928-1980 IMI Agency, 3550 George Busbee Parkway NW, Suite 190, Kennesaw, GA 30144. California residents and other individuals may have additional rights under applicable privacy laws, including the right to know what personal information we collect, the right to delete their personal information, the right to opt-out of the sale of their personal information, and the right to non-discrimination for exercising their privacy rights.
These Terms of Use are effective as of 6/9/2025