IN-SIDER Program Terms

The IN-SIDER by in-lite Program (the “Program”) is a commercial customer rewards program offered by In-Lite Design Corporation (“in-lite”). As a member of the Program, you may qualify to receive the benefits described below.

By registering for the Program, and by your continued participation in it, you agree to these Terms and Conditions, including any amendments by in-lite, in its sole discretion, from time to time. Please review these Terms and Conditions carefully, and return to the Program Website regularly to check for amendments.

1. Eligibility, Registration, and Membership

Eligibility: To be a member of the Program, the commercial customer must be a licensed contractor, interior designer, or any other professional operating in Canada or the United States (including without limitation corporations, partnerships, and sole proprietors) who intends to purchase in-lite products.  The Program is not open to natural persons (ie. Individuals transacting for personal or household purposes, government entities, or religious groups).

All program eligibility requirements, as set forth in this agreement, must be met by the Member during the entirety of this Agreement. In-Lite reserves the right, in its sole discretion, to determine the Program participation eligibility.

Registration: Eligible Members may register for this Program at in-sider.com (the “Program Website” or “Website”). One individual per company may register to be a Member of the Program. In order to register for the Program you must visit https://in-sider.com/account/register and complete the online form.

Each Member must assign an authorized officer (the “Officer”) to manage its account. The officer must have signing authority delegated to them by the Member. The Officer will be the main contact person on behalf of the Member.  

Membership: There is no Membership fee to participate in the Program. The valid email address you provide during Program registration will be used for your login. Providing false information or omitting any information required to complete Program registration may be grounds for denial or Termination of Membership in the Program, and/or cancellation of any benefits.

By becoming a Member you represent and warrant that: (I) you are of legal age to enter into a binding Agreement; and (II) if Member is a corporation, governmental organization or other legal entity, you have the right, power, and authority to enter into this Agreement on behalf of the legal entity and bind the legal entity to its Terms.

Eligible In-Lite Product

“Qualified Purchases” shall include any products listed on www.in-sider.com. Anything purchased at any physical distributor’s location will not be included as a Suitable Purchase. 

2. Program Outline

Suitable Purchases will be reported to in-lite Design Corporation through this website. Based on the Member’s Reported Dollars (as defined below), Members will receive Rewards items if the Member reaches the Reported Dollar threshold level. Members may visit www.in-sider.com/pages/points to view the Rewards breakdown.

in-lite will pre-determine the items available for each minimum Reported Dollar threshold. Smile.io, Third Party Service (as defined below), will collect and report to in-lite whether the minimum Reported Dollar has been reached and the Member may then select the appropriate Reward.  The promotional period for Reward Dollars for a given year runs from January 1st through December 31st.

Members cannot undertake the following actions:

• Members cannot redeem Rewards for a monetary cash amount;
• Members cannot transfer Reported Dollars to other Members;
• Members cannot combine Rewards with other discounts; and
• Members cannot combine Reported Dollars from other Member Accounts. 

3. Reported Dollars

“Reported Dollars” are the amounts invoiced by the Member and reported to in-lite through the website. All Qualified Purchases made by the Member or Member employees are combined and reported through the Member Account that can be accessed by logging in to www.in-sider.com  using the Member’s authorized login.

The Program will track and report any transactions which have been returned. Any refunded transaction will lower the Rewards awarded to the Member in the corresponding balance. The Rewards will expire every year (1) years from the date the Member joined the Program.

By participating in the Program each Member agrees to collection, disclosure, and use of any records of Member’s Suitable Purchases to in-lite. Member is responsible for reporting any inaccuracies in its Reported Dollars to in-lite.

4. Intellectual Property Rights

The trademarks, service marks, and logos (the “Trademarks”) used and displayed on this Website are registered and unregistered Trademarks of In-Lite and others. Nothing on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Website, without the prior written permission of the Trademark owner. Member privileges, including the use of the IN-SIDER by in-lite trademark is only to be used for the promotion of the Program.

5. Independent Relationship

The Member is and shall remain at all times an independent entity. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary or employment relationship between in-lite and the Member, for any purpose, and neither party has the authority to contract for or bind the other party in any manner whatsoever.

6. Fees and Taxes

Any applicable tax obligation connected to the redemption of Reward Points through the Program is the sole responsibility of the Member. in-lite does not assume and will not be liable for any taxes which may be or become payable by Member including any taxes resulting from or arising as a consequence of Member’s participation in the Program, and Member will indemnify and save harmless In-Lite and its owners, parents, officers, shareholders, affiliates, subsidiaries, associates, directors, employees, subcontractors, and agents from and against all such taxes.

7. Contacting Member

By participating in the Program, Member agrees and consents to in-lite sending all notices, approvals, consents, Program terms, instructions on Program Use, updates regarding points status, and other Program communication to Member at the email address associated with Member’s account. To the extent the communication contains any personal identifiable information, that communication will be handled in accordance with the in-lite Privacy Policy. 

Communications delivered electronically may be presented as PDF files and may require you to have the necessary software installed on your computer. We do not own or operate, and are not responsible for, any software used by you to open these documents or files.

8. Termination

Either Party, in its sole discretion, may terminate this Agreement at any time, without cause.

in-lite may terminate this Agreement, at any time, for cause, if; (A) Member fails to comply with the terms of this Agreement or any other Agreement with in-lite; (B) Member provides fraudulent invoices or information in connection with the Program; (C) Member acts in a manner contrary to the intended purpose of this Agreement; (D) Member acts in a manner which in-lite believes in its sole discretion will negatively affect the in-lite’s reputation.    

9. Law

This Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Province of Ontario, and the federal laws of Canada applicable in that Province without giving effect to any choice or conflict of law provision, principle or rule (whether of the Province of Ontario or any other jurisdiction). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and Ontario's International Sales Convention Act do not apply to this Agreement.

10. Assignment

Member may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of in-lite. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation shall relieve the Member of any of its obligations hereunder.

11. Third Party Services

The Program contains features or functionality designed to interact and/or integrate with software, applications or services that are provided by a Person other than in-lite (“Third Party Services”). In order to use these services the Member may be required to obtain access to such Third Party Service Providers. In order to use the Program, the Member may be required to grant access to Third Party Services. The Member permits in-lite to share personal information with the Third Party Service Provider. The Third Party Service Provider may import or export data related to your Account, activity and/or content and otherwise gather data from the Member.

in-lite is not responsible for any Third Party Service Provider or for any act or omission of any third party. in-lite does not own, operate or endorse any Third Party Services and does not warrant any Third Party Services. You agree to assume all risks and liabilities associated with the use of any Third Party Services. Third Party Services are operated independently of in-lite and in-lite does not guarantee the availability of any Third Party Service Providers. If the provider of any such Third Party Services ceases to make the Third Party Services available for interoperation with Services, in-lite may cease providing such features or functionality without entitling the Member to any refund, credit or other compensation. The Member agrees to use the Program only in compliance with the terms and conditions associated with any Third Party Service Providers. We advise you to check the terms of use and privacy policies for all Third Party Service Providers to ensure compliance and determine how they may use the Member’s information.

Third Party Service Providers may access the Member’s data and the data may be transmitted outside of in-lite’s system. This may result in the disclosure, modification or deletion of The Member’s data by the Third Party Service Provider. The Third Party Service provider and its agents may collect and use data pertaining to the Member’s configuration and use of the Third Party Service. in-lite is not responsible for any transmission, collection, disclosure, modification, use or deletion of the Member’s data, as described in this section, by or through Third Party Service Providers or any of its agents and partners.

12. Entire Agreement

This Agreement constitutes the entire Agreement between in-lite and the Member and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Member agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Member agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

13. Dispute Resolution

Any dispute, controversy or claim arising out of or relating to this Agreement (“Dispute”) shall be resolved in accordance with the terms and conditions set out in this section 12. If a Dispute arises, you shall provide us with notice of the Dispute in writing by sending a letter to 1195 Gainsborough Rd., London, ON N6H 5L5 (“Notice of Dispute”) at least thirty (30) days before initiating the Dispute Resolution Method, as defined below, so that we may make best efforts to cooperate in good faith to resolve the Dispute. For clarity, Dispute has the broadest possible meaning, and includes, without limitation, disputes based upon contract, tort, fraud and other intentional torts, agency, statute or constitution, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief), and includes claims, counterclaims, cross-claims, and third-party claims, as well as disputes in the past, present, or future.

If the Dispute is not resolved within thirty (30) days of receipt of the Notice of Dispute, the Dispute shall be referred to binding arbitration in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991 c. 17 (Ontario) or any successor legislation enforced in the Province of Ontario (“Arbitration”), in the case of any other Dispute (“Dispute Resolution Method”).

Where a Dispute is referred to Arbitration, the Arbitration shall be (a) seated and take place in London, Ontario; (b) conducted in the English language by a sole arbitrator appointed by mutual agreement; and (c) carried out in accordance with the Expedited Arbitration Rules effective March 29, 2017 of the Canadian Arbitration Association.

Each party shall bear its own costs, fees, and expenses associated with any arbitration, except that the parties agree to split equally the costs and expenses of the arbitrator.

Any and all information exchanged and disclosed during the process of resolving a Dispute, including providing the Notice of Dispute, shall be kept private and confidential, save and except for information disclosed as part of the Court record. The Arbitration shall be conducted on a private and confidential basis.

14. No Third-Party Beneficiaries

This Agreement is for the benefit of in-lite and the Member. No other person or entity has any rights under this Agreement.