Terms of Use

Effective Date: August 16, 2022

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.

THESE TERMS REQUIRE YOU ARBITRATE ANY DISPUTES YOU MAY HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.

Welcome! These Terms of Use (“Terms”) govern https://www.impactiveglobal.com/ (including both mobile and online versions) (the “Site”) and your use of interactive features, widgets, plug-ins, applications, content, downloads and other online services that we own and control and that post or link to these Terms (collectively with the Site, the “Service”), which are made available by Impactive, PBC, a Delaware public benefit corporation (referred to herein as “Impactive,” “we,” “our,” or “us”). By using the Service, you acknowledge and accept the Service’s Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy

If you want to use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree. The business realities associated with operating the Service are such that, without the conditions that are set forth in these Terms – such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes – Impactive would not make the Service available to you.

In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise

Impactive provides a Service that may be used by persons under the age of majority in the jurisdiction in which you reside (“Children”). It is the responsibility of the parent(s) and/or legal guardian(s) of any such Children to ensure that their use of the Service is in accordance with these Terms and to safeguard their Children’s safety and privacy. Apart from the limitations within the functioning of the Service, Impactive has no control over how parents and/or legal guardians oversee their Children’s use of the Service as we may, but are not required to, directly interact with Children using the Service

It is important that you read and understand these entire Terms before using the Service. This table of contents further highlights some key issues and points and you can click on the headings and “More” links to be taken to the full explanation

Eligibility and Intended Users

The Service is intended for college- and post-graduate-aged students, teachers, administrators, professionals, businesses and organizations. You must be at least fourteen (14)years of age to create an account or use the Service. More [Link to full text]

Accounts and Profiles; Project Submission

When you create an account, you must provide us with accurate and complete information. We may offer you the ability to make choices regarding how and to whom some aspects of your account are used and seen, but these may not be completely effective. More [Link to full text]

Service Content, Ownership, Limited License, and Rights of Others

We only grant you a limited, revocable right to use the Service for your own non-commercial use, subject to rules and limitations. More [Link to full text]

Content You Submit and Community Rules

We permit you to post content, including comments, messages, images, and other information to the Service. You grant us a broad license, which we may sublicense, to the content you submit which you represent you have the right to allow us to use. You also grant other users of the Service a broad license to use certain of the content you submit in connection with carrying out Projects. You, however, retain ownership of and responsibility for, your content. Use of our Service is subject to community usage rules and we have the right, but not the obligation, to manage our Service to keep its content appropriate. More [Link to full text]

Service and Content Use Restrictions

Your use of our Service is subject to various restrictions designed to protect the Service and our users. We may change or discontinue our Service in whole or in part, for any reason, and at any time. More [Link to full text]

Procedure For Alleging Copyright Infringement

Procedure For Alleging Infringement of Other Intellectual Property

You may also give notice of trademark and other infringement that you think occurs on the Service. More [Link to full text]

Notices, Questions and Customer Service

If you have questions about these Terms or need customer assistance, visit this Section. More [Link to full text]

Links By You to the Service

You may link to our Service, subject to some basic rules. More [Link to full text]

Third-Party Sites; Advertisements; Dealings with Third Parties

Our Service may contain links to third party websites or services that we do not own or control. We are not responsible for third parties or their content, advertisement(s), apps, sites, products and/or services. Use caution when dealing with third parties. More [Link to full text]

Wireless and Location-Based Features

Wireless carrier charges may apply to use of the Service via wireless networks or Devices. More [Link to full text]

Dispute Resolution

Wireless carrier charges may apply to use of the Service via wireless networks or Devices. More [Link to full text]

Disclaimer of Representations and Warranties

We disclaim warranties to the extent permitted by applicable law and provide the Service “as-is.” More [Link to full text]

Limitations of Our Liability

Our liability to you in connection with your use of the Service is very limited. More [Link to full text]

Waiver of Injunctive or Other Equitable Relief

You waive equitable or injunctive relief. More [Link to full text]

Updates to Terms

These Terms and any Additional Terms posted on the Service at each time of use apply to that use, and these Terms may be prospectively updated as our Service evolves. Posting of new Terms on the Service is notice to you thereof. More [Link to full text]

General Provisions

You agree to various other terms and conditions, which you should read in this Section, including regarding: (a) our control and discretion; (b) your indemnity of us; (c) accessing the Service from outside of the United States; (d) enforcement and interpretation of these Terms; (e) communications with us; (f) investigations, cooperation with law enforcement, termination and survival; (g) limit on assignment and delegation of rights and obligations; (h) how waivers may be made; and (i) your responsibility for your connectivity and access. More [Link to full text]

1. Eligibility and Intended Users

The Service is a platform for college- and post-graduate-aged students, teachers, administrators, professionals, businesses and organizations, and is solely for users who are fourteen (14) years of age or older. If you are under the age of fourteen (14), then you are not permitted to register as a user, create an account or Profile Page or otherwise use the Service or submit personal information to us. By using the Service, you represent and warrant that you are fourteen (14) years of age or older.

If you are entering into these Terms on behalf of a classroom, school, school district, business, organization, or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

2. Accounts and Profiles; Project Submission

A. Accounts. In order to access or use some (or potentially all) of the features on the Service, you must first create an account. All users are invited to submit an application to create an account through our online application process at https://www.impactiveglobal.com/ . Impactive shall have the right, but not the obligation to review all applications for participation in the Service, which may be accepted or denied for any reason, or no reason, at Impactive’s sole discretion. The Service’s practices governing any resulting collection and use of your personal information are disclosed in its Privacy Policy .

(i) General.Impactive’s mission is to provide a virtual platform that aims to enable virtual collaborations and communications via a multi-phase process between, on the one hand, businesses, organizations, professionals, individuals and other users (individually and collectively, “Challenge Originators”) who may create, develop, display and present challenges on a variety of topics (“Challenges”), and on the other hand, students, groups of students, teachers, administrators, individuals and/or other users (individually and collectively, “Project Originator(s)”) who may create, develop, display and present projects in response to Challenges (“Projects”). In order to match users with similar interests,Impactive will request that you provide information about your preferences and project objectives in the application. While Impactive will use best efforts to accommodate each user’s preferences identified in the application, the matching process is based on resource availability. Accordingly, you acknowledge and agree that being matched with other users, Challenges and/or Projects is not guaranteed. Furthermore, while Impactive may identify opportunities for user participation on the Service, Impactive is independent and is not responsible for the terms and conditions under which any user creates, develops, proposes, accepts and/or participates in a Challenge, Project or other opportunity.

(ii) For Students.If student users are participating as a group, to create an account, they may be required to provide a unique invitation code they receive from their teacher or administrator user. When creating their account, students should enter the same email address provided by their teacher or administrator to avoid delays in processing or potentially being declined access to the Service.

(iii) For Teachers and AdministratorsTo create an account for a group of students, teacher and administrator users may be required to provide a valid school name or organization, a list of students’ names and their email addresses, as well as their parent/legal guardian’s names and/or email addresses. Teacher and administrator users represent and warrant that they have obtained all necessary consents and authorizations from each student’s parent/legal guardian to disclose a student’s personal information to Impactive.

If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it including on your Profile, continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

B. Profiles.Your account may allow you to post a profile that may be visible to other users of the Service (“Profile”). Profiles may not include any form of prohibited User Content, as outlined in Section 4(A) above and in our Rules. Without limiting the foregoing, Profiles may not include content that you are attempting to sell through the Service, and cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your Profile or Service activities, but settings may not become effective immediately or be error free, and options may change from time-to-time. We assume no responsibility or liability for users’ Profile material.

for any unauthorized Profiles that may appear on the Service. If there is any dispute as to whether a Profile has been created or is being maintained by the individual who is the subject of that Profile or their authorized representative, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate in our sole discretion. Such resolution may include, without limitation, deleting or disabling access to Profiles, or any portion thereof, at any time without notice, for any reason or no reason.

C. Challenge Submission.Impactive may request that you provide information about your proposed Challenge in the application and/or otherwise submit a Challenge for use in the Service. Impactive shall have the right, but not the obligation to review all Challenges for use in the Service, which may be accepted or denied, at any time without notice, for any reason, or no reason, at Impactive’s sole discretion. At a minimum, Challenge Originators must ensure that Challenge Content (defined below) must at all times be appropriate for the intended users of the Service and comply with Impactive’s Challenge Guidelines following a demo. Impactive does not assume any obligation of any kind to you or any third party with respect to any Challenge.

3. Service Content, Ownership, Limited License, and Rights of Others

A. Content.

The Service contains a variety of: (i) materials and other items relating to Impactive and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Impactive (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).

B. The Service (including past, present, and future versions) and the Content are owned or controlled by Impactive and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Impactive or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Impactive owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.

C. Limited License.

Subject to your strict compliance with these Terms and the Additional Terms, Impactive grants you a limited, non-exclusive, revocable, non-assignable, personal, and non transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Impactive’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

D. Rights of Others.

In using the Service, you must respect the intellectual property and other rights of Impactive and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Impactive respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see Section 6 and Section 7 below.

4. Content You Submit and Community Usage Rules

A. User Content

(i) General.

Impactive may now or in the future offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, “submit”) messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, audio recordings, screenshots, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User Content”), including, without limitation, User Content submitted in connection with and/or in furtherance of a Challenge (“Challenge Content”) and/or a Project (“Project Content”). Impactive may allow you to do this through your Profile Page (defined below), forums, blogs, message boards, social networking environments, content creation tools, gameplay, social communities, contact us tools, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Content and you remain ultimately responsible for it.

(ii) Non-Confidentiality of Your User Content.

Except as otherwise described in the Service’s posted Privacy Policy [LINK] or any Additional Terms, you agree that (a) your User Content will be treated as non-confidential, non-proprietary and not containing or comprising trade secrets – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, (b) your User Content is public information that can potentially be viewed and/or used by anyone including, but not limited to, by the persons and/or entities and in the manner(s) expressly authorized in these Terms and any Additional Terms, and (c) Impactive does not assume any obligation of any kind to you or any third party with respect to your User Content. Upon Impactive’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk. In your communications with Impactive, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, websites, apps, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User Content and licensed to us as set forth below. In addition, Impactive retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Impactive’s receipt of your Unsolicited Ideas and Materials is not an admission by Impactive of their novelty, priority, or originality, and it does not impair Impactive’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

(iii) License to Impactive of Your User Content.

Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you hereby grant to Impactive, and you agree to grant to Impactive, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same including, but not limited to, in connection with the development, production, use and marketing of the Service. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, using and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to Impactive to your User Content, you also hereby grant to Impactive, and agree to grant to Impactive, theunconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness, without any obligation or remuneration to you in connection with any User Content and/or the development, production, use and marketing of the Service. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 4(A)(iii).

(iv) Licenses to Other Users of Certain of Your User Content.

• Challenge Originators. Without limiting the license granted in Section 4(A)(iii), you hereby grant to all other users of the Service, including, without limitation, Project Originators, and you agree to grant to all other users of the Service, including, without limitation, Project Originators, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Challenge Content (and derivative works thereof), in connection with the creation, development, display, and presentation of Projects, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed. Challenge Originators acknowledge that Project Originators are free to use and exploit Projects (and any Challenge Content contained therein) in any manner whatsoever, including for Project Originators’ personal use.

• Project Originators. Without limiting the license granted in Section 4(A)(iii), you hereby grant to all other users of the Service, including, without limitation, Challenge Originators, and you agree to grant to all other users of the Service, including, without limitation, Challenge Originators, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Project Content (and derivative works thereof), in connection with the implementation and exploitation of Projects, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed. Project Originators acknowledge that Challenge Originators are free to use and exploit Projects (and any Project Content contained therein) in any manner whatsoever, including for Challenge Originators’ personal use. In order to further effect the rights and license that you grant to other users of the Service to your Project Content, you also hereby grant to other users of the Service, and agree to grant to other users of the Service, the unconditional, perpetual, irrevocable right to use and exploit your User Content, name, persona, and likeness in connection with your Project Content, without any obligation or remuneration to you in connection with your Project Content and/or the implementation and exploitation of Projects. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 4(A)(iv).

In the event that you believe that your Challenge Content and/or Project Content (as applicable) licensed pursuant to this Section 4(A)(iv) is being used by any other user of the Service in violation of these Terms, you acknowledge and agree that Impactive is not responsible for the actions of such other user and your only recourse is to handle the matter directly with such other user of the Service.

(v) Exclusive Right to Manage Our Service.

Impactive may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and Impactive may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party in connection with our operation of User Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 4(B)). Such User Content submitted by you or others need not be maintained on the Service by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content on the Service or elsewhere.

(vi) Representations and Warranties Related to Your User Content.

Each time you submit any User Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User Content you submit, and that, as to that User Content, (a) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant Impactive and/or other users of the Service (as applicable) the rights to it that you are granting by these Terms and any Additional Terms, all without any Impactive and/or other users of the Service (as applicable) obligation to obtain consent of any third party and without creating any obligation or liability of Impactive and/or any other user of the Service (as applicable); (b) the User Content is accurate; (c) the User Content does not and, as to Impactive’s and/or other users of the Service (as applicable) permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User Content will not violate these Terms (including the Rules) or any Additional Terms, or cause injury or harm to any person.

(vii) Enforcement.

Impactive has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at Impactive’s cost and expense, to which you hereby consent and irrevocably appoint Impactive as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

B. Community Usage Rules.

As a user of the Service and a participant in Challenges and Projects, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Service’s online communities ( “Communities”).

(i) Nature of Rules.

Your participation in the Communities is subject to all of the Terms, including these Rules:

Your User Content. All of your User Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User Content or has any rights to your User Content, or if anyone appears or is referred to in the User Content, then you must also have their permission to submit such User Content to Impactive. (For example, if someone has taken a picture of you and your friend, and you submit that photo to Impactive as your User Content, then you must obtain your friend’s and the photographer’s permission to do so.)

Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Service, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.

Act Appropriately. All of your Service activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your User Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Service. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your User Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap. Your User Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.

Do Not Use for Commercial or Political Purposes.Your User Content must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law

Do Not Use for Inappropriate Purposes. Your User Content must not promote any infringing, illegal, or other similarly inappropriate activity.

Be Honest and Do Not Misrepresent Yourself or Your User Content.
Do not impersonate any other person, user, or company, and do not submit User Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.
- Others Can See. We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with other members. However, please remember that the Communities are public or semi-public and User Content that you submit on the Service within a Community may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on Community spaces and take care when disclosing this type of information to others.
- Don’t Share Other Peoples’ Personal InformationYour User Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by Impactive.
- Don’t Damage the Service or Anyone’s Computers or Other Devices.
- Your User Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Service or any computer or other Device.
  
  If you submit User Content that Impactive reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User Content in question being removed from the Service.
  
  (ii) Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users on the Service. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities. If you have a dispute with one or more users, you release the Impactive Parties (defined below) from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connection with such dispute.
  
  (iii) Confidentiality You must never use other users’ User Content for your own commercial or personal purposes or in an illegal, harmful, defamatory, abusive, intimidating, harassing, threatening or fraudulent manner, and you specifically acknowledge and agree to maintain other users’ User Content obtained through or in connection with the Service in confidence and further agree not to disclose such User Content or any information about it to any third party, except as expressly authorized under the licenses identified in Section 4(A)(iv).
  
  Alerting Us of Violations.If you discover any content that violates these Terms, then you may report it to us at info@impactiveglobal.com. For alleged infringements of intellectual property rights, see Sections 6 and 7, below.
  
  5. Service and Content Use Restrictions
  
  A. Service Use Restrictions. You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Impactive; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Impactive, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User Content; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including e-mail addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms.
  
  B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Impactive or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
  
  C. Availability of Service and Content. Impactive may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Impactive’s sole discretion, and without advance notice or liability.
  
  D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Impactive and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
  
  6. Procedure For Alleging Copyright Infringement
  
  A. DMCA Notice. Impactive will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:
  
  (i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;
  
  (ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  
  (iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which the material appears);
  
  (iv) your full name, address, telephone number, and e-mail address;
  
  (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  
  (vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
  
  (vii) your electronic or physical signature.
  
  Impactive will only respond to DMCA Notices that it receives by e-mail, at the addresses below:
  
  Attn: DMCA Agent c/o Legal Department.
  
  By E-Mail: krishna@impactiveglobal.com or info@impactiveglobal.com
  
  It is often difficult to determine if your copyright has been infringed. Impactive may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Impactive may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA. We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
  
  Without limiting Impactive’s other rights, Impactive may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by Impactive. See Section 4, above.
  
  A. Counter-Notification. If access on the Service to a work that you submitted to Impactive is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
  
  (i) a legend or subject line that says: “DMCA Counter-Notification”;
  
  (ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Service from which the material was removed or access to it disabled);
  
  (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  
  (iv) your full name, address, telephone number, e-mail address, and the username of your account;
  
  (v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the District of Pennsylvania), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
  
  (vi) your electronic or physical signature.
  
  Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
  
  If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.
  
  7. Procedure For Alleging Infringement of Other Intellectual Property
  
  If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice to the addresses set forth above that includes all of the following:
  
  (a) a legend or subject line that says: “Intellectual Property Infringement Notice”;
  
  (b) a description of the intellectual property that you claim has been infringed;
  
  (c) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which the material appears);
  
  (d) your full name, address, telephone number, and e-mail address;
  
  (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;
  
  (f) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and
  
  (g) your electronic or physical signature.
  
  We will act on such notices in our sole discretion. Any user of the Service that fails to respond satisfactorily to Impactive with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.
  
  8. Notices, Questions and Customer Service
  
  You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Service, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you. All legal notices to us must be sent to krishna@impactiveglobal.com.
  
  If you have a question regarding using the Service, you may contact Impactive Customer Support by sending an e-mail to info@impactiveglobal.com. You acknowledge that the provision of customer support is at Impactive’s sole discretion and that we have no obligation to provide you with customer support of any kind. We may provide you with customer support from time to time, at our sole discretion, provided that you have created an account and that you submit your customer support inquiries using such account.
  
  9. Links By You to the Service
  
  We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks, (b) the links and the content on your website do not suggest any affiliation with Impactive or cause any other confusion, and (c) the links and the content on your website do not portray Impactive or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Impactive. Impactive reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
  
  10. Third-Party Sites; Advertisements; Dealings with Third Parties
  
  A. Third-Party Content and Sites; Advertisements. The Service may contain third party plug-ins and/or applications, and/or links to third-party websites that are not owned, controlled or operated by Impactive, and the Service may also include links to third-party ads on the Service or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Impactive. Impactive may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and Impactive does not assume any obligation to review any Third-Party Sites. Impactive does not necessarily endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Impactive is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Sites. Finally, Impactive will under no circumstances be liable for any direct, indirect,incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites. Impactive disclaims all liability in connection therewith.
  
  B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Impactive disclaims all liability in connection therewith.
  
  11. Wireless and Location-Based Features
  
  A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
  
  B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify Impactive of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.
  
  C. Location-Based Features. If you have enabled GPS, geo-location or other location-based features on any mobile app(s) or feature(s), you acknowledge that your Device location will be tracked and may be shared with others consistent with the Privacy Policy [LINK]. Some mobile app(s) or feature(s) allow for you to disable location-based features or manage preferences related to them. However, you can terminate Device location tracking by us by disinstalling any mobile app(s) or feature(s). The location-based services offered in connection with our mobile app(s) or feature(s) are for individual use only and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property damage. The location-based services are not suited or intended for family finding purposes, fleet tracking, or any other type of business or enterprise use – other products exist today that may be used specifically for these purposes.
  
  12. Dispute Resolution
  
  Certain portions of this Section 12 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Impactive agree that we intend that this Section 12 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 12 can only be amended by mutual agreement.
  
  A. First – Try To Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Impactive’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 12(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 12(A). Your notice to us must be sent to: legal@Impactivehealth.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Impactive and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Impactive to resolve the Dispute or Excluded Dispute on terms with respect to which you and Impactive, in each of our sole discretion, are not comfortable.
  
  B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 12(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND IMPACTIVE (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. For U.S. residents, the Federal Arbitration Act ( “FAA”), not state law, shall govern the arbitrability of all disputes between Impactive and you regarding these Terms (and any Additional Terms) and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Impactive and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 12(H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Impactive regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
  
  Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Impactive consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in Montgomery County, Pennsylvania. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Impactive to pay a greater portion or all of such fees and costs in order for this Section 12 to be enforceable, then Impactive will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
  
  C. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 12(A) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
  
  D. Injunctive Relief. The foregoing provisions of this Section 12 will not apply to any legal action taken by Impactive to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User Content and/or Impactive’s intellectual property rights (including such Impactive may claim that may be in dispute), Impactive’s operations, and/or Impactive’s products or services.
  
  E. No Class Action Matters. YOU AND IMPACTIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 12(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 12(F). Notwithstanding any other provision of this Section 12, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
  
  F. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Montgomery County, Pennsylvania. Accordingly, you and Impactive consent to the exclusive personal jurisdiction and venue of such courts for such matters.
  
  G. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
  
  H. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of Pennsylvania without regard to its conflicts of law provisions.
  
  13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
  
  YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.
  
  THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Impactive, PBC and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Impactive Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
  
  (a) the Service (including the Content and the User Content);
  
  (b) the functions, features, or any other elements on, or made accessible through, the Service;
  
  (c) any products, services, or instructions offered or referenced at or linked through the Service;
  
  (d) security associated with the transmission of your User Content transmitted to Impactive or via the Service;
  
  (e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
  
  (f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
  
  (g) whether any defects to or errors on the Service will be repaired or corrected;
  
  (h) whether your access to the Service will be uninterrupted;
  
  (i) the results or outcome of any project on the Service;
  
  (j) whether the Service will be available at any particular time or location; and
  
  (k) whether your use of the Service is lawful in any particular jurisdiction.
  
  EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A IMPACTIVE PARTY, IMPACTIVE PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
  
  THIS SERVICE MAY ALSO CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS, AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. IMPERATIVE DOES NOT REPRESENT OR ENDORSE THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY OPINION, STATEMENT, OR OTHER INFORMATION SUBMITTED, DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE SERVICE, OR ANY USER CONTENT OR CONDUCT. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, STATEMENT, INFORMATION, OR USER CONTENT OR CONDUCT WILL BE AT YOUR SOLE RISK.
  
  THE SERVICE IS A VIRTUAL PLATFORM. YOU ACKNOWLEDGE THAT IMPACTIVE HAS NO CONTROL OVER ACTIVITIES THAT OCCUR OUTSIDE OF THE SERVICE AND IMPACTIVE TAKES NO RESPONSIBILITY FOR ANY SUCH ACTIVITIES THAT OCCUR OUTSIDE OF THE SERVICE.
  
  Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
  
  14. LIMITATIONS OF OUR LIABILITY
  
  UNDER NO CIRCUMSTANCES WILL ANY IMPACTIVE PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
  
  (a) the Service (including the Content and the User Content);
  
  (b) your use of or inability to use the Service, or the performance of the Service;
  
  (c) any action taken in connection with an investigation by Impactive Parties or law enforcement authorities regarding your access to or use of the Service;
  
  (d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
  
  (e) any errors or omissions in the Service’s technical operation;
  
  (f) acceptance or rejection of any application to the Service or project submitted to the Service; or
  
  (g) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
  
  The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Impactive Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
  
  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
  
  EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IMPACTIVE PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID IMPACTIVE IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY IMPACTIVE OR A MANUFACTURER OF A PHYSICAL PRODUCT.15. Waiver of Injunctive or Other Equitable Relief
  
  IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY IMPACTIVE (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF IMPACTIVE.
  
  16. Updates to Terms.These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, and the e-mail you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.
  
  17. General Provisions
  
  A. Impactive’s Consent or Approval. As to any provision in these Terms or any Additional Terms that grants Impactive a right of consent or approval, or permits Impactive to exercise a right in its “sole discretion,” Impactive may exercise that right in its sole and absolute discretion. No Impactive consent or approval may be deemed to have been granted by Impactive without being in writing and signed by an officer of Impactive.
  
  B. Applicable Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Pennsylvania, without regard to its conflicts of law provisions.
  
  C. Indemnity. You agree to, and you hereby, defend, indemnify, and hold Impactive Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Impactive Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Impactive Parties’ use of the information that you submit to us (including your User Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Impactive Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, Impactive Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Impactive Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Impactive Party.
  
  D. Operation of Service; Availability of Products and Services; International Issues. Impactive controls and operates the Service from its U.S.-based offices in the U.S.A., and Impactive makes no representation that the Service is appropriate or available for use beyond the U.S.A. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
  
  E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms
  
  F. Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  
  G. Investigations; Cooperation with Law Enforcement; Termination; Survival. Impactive reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Impactive in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Impactive under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Impactive, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Impactive in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
  
  H. Assignment. Impactive may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. Except as otherwise provided herein, these Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Impactive.
  
  I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or Impactive in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
  
  J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.
  
  K. Relationship of the Parties. Nothing in these Terms shall be construed to create any partnership, joint venture, franchise, sales representation, or employment relationship between you and Impactive and/or between you and any other user. You are not owed benefits and you do not receive compensation, monetary or otherwise. You are not permitted to speak for Impactive or bind Impactive in any way, and have no authority to do so. You must not make any claims, representations, or warranties in connection with Impactive, including with respect to the Site or the Service.
  
  ©2022 Impactive, PBC. All Rights Reserved.

TERMS OF USE

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