Terms of Service Agreement
This Terms of Service Agreement (this "Agreement") is a legally binding contract between you and Impact Technologies Group, Inc. (“Impact”) that governs your access and use of the Services. “Services” means all software (“Software”), services, content and material provided in whole or in part by Impact through a web site (“Site”), tablet, and/or mobile device, including services made generally available without registration as well as services that require registration and/or a subscription. Certain Sites may be powered by Impact but branded with the trademark of Impact business partners. The terms of this Agreement apply to all users of any Site, regardless of what Services you use.
Impact is willing to grant a personal, limited, non-exclusive, non-transferable, non-assignable license to use the Services only to those individuals who accept all the terms of this Agreement (“You”). By subscribing to the Services and/or by using the Services, you agree to be bound by all of the terms in this Agreement.
YOU MUST READ THIS AGREEMENT CAREFULLY BEFORE SUBSCRIBING. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, DO NOT SUBSCRIBE OR REGISTER, AND DO NOT ACCESS OR USE THE SITE OR THE SERVICES.
Impact reserves all rights not expressly granted to you herein.
Modifications to Agreement
Impact reserves the right, in its sole discretion, to update or modify this Agreement at any time. A copy of this Agreement may be downloaded, stored or printed. Your continued use of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If you do not agree to or cannot comply with the Agreement as amended, your only remedy is to stop using the Services and, if applicable, cancel your Subscription.
In order to use certain Services you must provide Impact with accurate, current and complete registration information and update such information as necessary. Should Impact have reasonable grounds to suspect that your information is inaccurate or incomplete, Impact may suspend or terminate your right to use any and all aspects of the Services.
Upon registering you will create a username and password, which you will need to access certain features of the Services. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur on the Site and Services under your username and password. You agree to immediately notify Impact of any unauthorized use of your username or password, or any other breach of security, and to ensure that you logout at the end of each Services session. Impact cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.
You must be at least 18 years of age to agree to and enter into this Agreement on your own behalf and to register for use of the Services.
Restrictions of License
You agree not to:
(a) install the Software on a network so that it can be accessed by more than one user at a time;
(b) distribute Software or reports associated with the Software or Services to any person except for your personal clients and prospective clients unless you are explicitly permitted to do so under currently effective separate written agreement. For example, you shall not distribute any Software or reports to other clients of the company for which you work and other employees, authorized agents or brokers of the company for which you work. Please contact Impact for the availability of expanded licenses and company-wide distribution rights;
(c) place the Software on a bulletin board system, the internet, or other on-line service or system
(d) sublicense, sell, rent, lease, transfer or exploit any right in any portion of the Software or Services;
(e) reproduce, modify, publish, publicly display, distribute, adapt, translate, or create derivative works of the Software or Services;
(f) sell information associated with the Services;
(g) remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to or accessed in conjunction with the Services;
(h) damage, disable, overburden, interfere with, disrupt or impair the Services or servers or networks connected to the Services, in any manner (e.g., you may not use this Services in an automated manner);
(i) interfere with any other party's use and enjoyment of the Services in any manner;
(j) violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any national or other securities exchange; or
(k) impersonate any person or entity or misrepresent your affiliation with a person or entity whose Content appears on the Site;
You further agree not to use the Services to upload, post, transmit or otherwise disseminate materials, articles, or other data:
(n) that you are restricted from transmitting under any law or under any contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as a part of employment relationships or under non-disclosure agreements);
(o) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(p) that is unlawful, harmful, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, pornographic, abusive threatening or otherwise objectionable; or
(q) that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer service or hardware or article
Certain parts of the Services allow you to record and store Customer Data, including data about financials. “Customer Data” means all data processed by or provided to Impact for processing or otherwise processed as part of the Services including, but not limited to, data generated by the website from Licensee input. Impact has no liability for ensuring the integrity of and your ability to retrieve Customer Data.
To access and use the Services you must have equipment necessary to access the Internet, including a computer and modem or other access devices, and must have access to the Internet (e.g., through an Internet Service Provider). You are responsible for any hardware, systems and/or software program(s) you use and any associated fees and expenses to connect to or use the Internet.
Promotions and Advertising
Impact and/or its business partners may present advertisements or promotional materials on or through the Services. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with, or participation in promotions of, any third-party advertisers on or through the Services are solely between you and such third-party. You agree that Impact shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Services.
Links to Third-Party Sites
The Services may present links to third-party websites not owned or operated by Impact. Impact does not control such other web sites and is not responsible or liable for the availability thereof or the content, advertising, products or other materials contained on such web sites. You agree that Impact is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site. Your access and use of linked web sites, including the content therein, is solely at your own risk.
Monitoring Public Areas
The Services may have features that allow you to exchange messages with other users or post information that other users can view (via "Public Areas"). The text of any such message is also considered to be a "Public Area." Impact may, but is not obliged to, restrict your use of messaging, monitor any activity or edit or remove content in Public Areas, or restrict access by other members to your messages. Impact takes no responsibility and assumes no liability for any content, materials, messages and the like that you or any other user posts to or views in a Public Area or sends to or receives from another user over email or an instant messenger system. You agree to indemnify and hold harmless Impact, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for, from and against all claims resulting from content, messages, materials and the like that you post to any Public Area, including by sending via email.
You may not use the Services to transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, threatening, of a "spamming" nature, defamatory, or invasive of privacy; (ii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer systems; or (iii) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Services or any networks connected to or by the Services. In addition, you may not use a false email address or otherwise mislead other members as to your identity or to the origin of a message or content. By posting messages, inputting data, or engaging in any other form of communication through the Services, you agree that Impact may copy, sublicense, adapt, transmit, publicly perform or display any such content to provide and/or promote the Services and/or to respond to any legal requirement, claim or threat. If Impact’s use of such content exploits any proprietary rights you may have in such material, you agree that Impact has an unrestricted, royalty-free, non-exclusive and perpetual worldwide right do so. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of the Services is solely your responsibility.
Modifications to Service
Impact reserves the right at any time and from time to time to modify, suspend or permanently discontinue the Services, or any portion thereof, with or without notice. You hereby agree that Impact shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services and Site.
You agree that Impact and its licensors own all intellectual property rights in and to the Service, the Software, and the Site, including but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith. You will not reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. You further agree not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party for such third party’s benefit.
All content on the Site (“Content”) is owned by Impact, its business partners, affiliates and/or licensors, as applicable, and is protected by intellectual property laws. You agree that the content rights holders that license their information or other content to Impact for use in the Services are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern their content. You may not authorize, encourage or allow any Content used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by anyone else. You agree to advise Impact promptly of any such unauthorized use(s).
Patent and Trademark
Unless stated otherwise on the Site, all trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Services are the property of Impact and/or its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner. Certain parts of the Services may be protected under patent law and may be the subject of issued patents and/or pending patent applications.
Violation of Intellectual Property Rights
If Impact receives a notice alleging that you have engaged in behavior that infringes Impact's or a third party’s intellectual property rights or reasonably suspects the same, Impact may suspend or terminate your account without notice to you. If Impact suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.
Certain Services (“Subscription Services”) require the payment of a subscription fee. As consideration for the right to use the Subscription Services granted to you herein, you shall pay to Impact the Subscription Fee specified at the time the subscription is ordered. All payments under this Agreement are non-refundable and shall be made in U.S. dollars.
Agreement to Pay
By completing the Subscription Services Order Form, you authorize Impact to charge the subscription fee to your credit card or through other payment mechanism as specified in your order.
Monthly payments are billed on a 30-day cycle, which begins upon Subscription (or at the end of a limited free trial period, if applicable to a promotion that you joined through) and ends 30 days thereafter (each a "Subscription Month").
Annual payments are billed on a 365-day cycle, which begins upon Subscription (or at the end of a limited free trial period, if applicable to a promotion that you joined through) and ends 365 days thereafter (each a "Subscription Year").
(a) Reference Code.
If you have received a valid reference code for Subscription Services, you agree to follow the instructions that you have received with such promotion to redeem your offer. If you have properly inputted a valid reference code, your account should be credited for the applicable amount of Impact Subscription Services. Impact promotional offers are subject to any expiration dates that may be messaged with the offer and are not redeemable for cash (and any unused portion may not be returned for cash or any other value). Impact has the right to request alternative forms of payment and/or close customer accounts if a fraudulently obtained reference code or gift certificate is presented.
(b) Right to Change Subscription Fees.
All subscription fees are subject to change on a prospective basis upon notice from Impact. If you do not accept the new fees, you should terminate your subscription immediately.
You can cancel your subscription by delivering notice to Impact. Impact will reasonably attempt to return a cancellation confirmation to your email address. You should retain this confirmation as a record of your cancellation. If you cancel your subscription, Impact will not refund any remaining portion of your subscription fees. Cancellation will take effect at the end of the billing period through which you have paid.
Term of Subscription
In the case of those subscribing to the Subscription Services, the license will last for the term specified at the time the subscription order is confirmed. The license term will automatically renew for successive renewal terms of the same length as the initial term, unless either party provides notice of termination prior to the end of the current term.
Additional Payment Terms
Impact may, in its discretion, post charges to your credit card individually or may aggregate your charges with other purchases you make on the Services. You are responsible for keeping your account secure and confidential and you will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the account you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information in your account.
You are responsible for all applicable taxes, however designated, incurred in connection with this Agreement, including but not limited to state and local privilege, excise, sales, VAT, and use taxes and any taxes or amounts in lieu thereof paid or payable by Impact, but excluding taxes based upon the net income of Impact.
You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases. To the extent that such electronic purchases are offered to you by a third party, you acknowledge that Impact shall not be responsible or liable to you for the products or services purchased.
You agree that any unauthorized use of the Services or the Software would result in irreparable injury to Impact and/or its affiliates or licensors for which money damages would be inadequate, and in such event Impact, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit remedies available pursuant to statutory or other claims that Impact, its affiliates and/or licensors may have under separate legal authority.
You understand and agree that your cancellation of your account and Service Subscription is your sole right and remedy with respect to any dispute with Impact.
Impact may in its sole discretion terminate this Agreement or suspend your account at any time without notice to you in the event that you breach (or Impact reasonably suspects that you have breached) any provision of this Agreement. If Impact terminates this Agreement, or suspends your account for any of the reasons set forth in this paragraph, it shall have no liability or responsibility to you, and Impact will not refund any amounts that you have previously paid. All provisions relating to proprietary rights, warranty disclaimers, payments due, and liability shall survive the termination of this Agreement.
IMPACT, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS AND AGENTS (THE “IMPACT PARTIES”) DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THIS SERVICES AND SITE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) THE SERVICES AND SITE ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. THE IMPACT PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND SITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
(b) THE IMPACT PARTIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE.
(c) THE IMPACT PARTIES DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES AND SITE. THE IMPACT PARTIES DO NOT WARRANT THAT THE SERVICES AND SITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES AND SITE WILL BE UNINTERUPTED AND ERROR FREE.
(d) YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE SERVICES AND SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THIS SERVICES AND SITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE IMPACT PARTIES.
(e) IMPACT IS NOT ENGAGED IN THE PRACTICE OF FINANCIAL PLANNING OR LEGAL ADVICE AND THAT THE SERVICES AND SOFTWARE ARE INFORMATION TOOLS ONLY AND NOT A SUBSTITUTE FOR COMPETENT FINANCIAL AND LEGAL ADVISORS. Impact will use reasonable efforts to ensure that the calculations provided by the Services are correct, accurate and up-to-date. However, Impact does not guarantee any results provided by the Services. All decisions made with the aid of the Services will be exclusively your responsibility. You agree to indemnify and hold Impact harmless from any and all claims that any improper financial planning resulted from use or reliance upon the Services.
(f) Impact does not warrant that the Services will operate without interruption or be error-free. You are solely responsible for the accuracy and adequacy of the information and data furnished for processing with the Services.
IMPACT MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE FOR DOWNLOADING FROM PLANLAB® IS FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE SERVICES AND ANY ASSOCIATED REPORTS. The Services are intended only to assist you and does not consider personal financial situations. A personal financial situation is unique and the information and advice may not be appropriate for a particular situation.
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE IMPACT PARTIES BE LIABLE TO YOU OR A THIRD PARTY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY OR CONSEQUENTIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF YOUR USE, MISUSE OR INABILITY TO USE THE SERVICES AND SITE, EVEN IF IMPACT’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE IMPACT PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO REGISTER AND / OR SUBSCRIBE FOR THE SERVICES AND SITE OVER THE 6 MONTHS PRIOR TO THE EVENT.
You agree to indemnify, defend and hold harmless Impact and its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors and employees from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it by any third party due to, arising out of or related to your (i) use of the Services and Site, including without limitation, your inclusion of any Content on the Site, (ii) violation of this Agreement or (iii) violation of any law, regulation or third party rights. You shall pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Impact in connection with or arising from any such claim, lawsuit, action, demand or other proceeding.
This Agreement constitutes the entire agreement between you and us with respect to the Services and Site and supersedes and replaces all prior agreements. The section titles in the Agreement are for convenience only and have no legal or contractual effect.
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
The internal laws of the State of North Carolina govern this Agreement and your use of the Services, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You expressly agree that the courts in Charlotte, North Carolina have exclusive jurisdiction over any claim or dispute with Impact or relating in any way to this Agreement or your account or your use of the Services. You further agree and expressly consent to personal jurisdiction over you in the federal and state courts in Charlotte, North Carolina in connection with any such dispute.
The failure by us to exercise rights granted to us hereunder upon the occurrence of any violations set forth in this agreement shall not constitute a waiver of such rights upon the recurrence of such violation.
If you have any questions or concerns about the Services and Site, contact us at email@example.com. You understand and agree that Impact is solely responsible for all customer service, help, and issues related to the Services and Site. Neither your ISP nor any third-party that has provided content or paid for your subscription is responsible for customer service, help, or account-related issues associated with the Services.
If you have comments on the Services or ideas on how to improve it, please email firstname.lastname@example.org. Please note that by doing so, you also grant Impact permission to use and incorporate your ideas or comments into the Services without further compensation.
You shall have no right to assign this Agreement or any of your obligations hereunder. Impact may assign this Agreement and any of its rights hereunder to third parties.
This Agreement does not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever. There are no intended third-party beneficiaries under this Agreement.