IMPACT MARKETPLACE TERMS OF USE
The website located at www.impactmarketplace.com is a copyrighted work belonging to Impact Marketplace, LLC (“Impact”, “us”, “our”, and “we”). The website located at www.impactmarketplace.com combined with the services provided to you by Impact and/or its affiliates, including the Impact Marketplace platform are collectively referred to as the “Service”. Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
These Terms of Use (these “Terms”) are a legally binding agreement between Impact and both you and the entity that you represent governing your use of the Service. By accessing or using the Service, you are accepting these Terms (on behalf of yourself and the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself and on behalf of the entity that you represent) and to bind the entity you represent. You may not access or use the Service or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Service.
Please be aware that section 8.2 of THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF YOUR ACCEPTANCE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Neither Impact nor its representatives are engaged in rendering legal, tax, or accounting services or other such advice. You unconditionally agree to rely solely on your legal, tax, and accounting professionals for any such advice on all matters. Your use of the Service is subject to the additional disclaimers and notices that may appear throughout the Service.
We are not providing investment advice through this Service, and the material on this Service should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities of Impact or its affiliates.
Impact and its representatives assume no responsibility for any consequence relating directly or indirectly to any action or inaction based on the information, services, or other material on our website. While we strive to keep the information on this website accurate, complete and up-to-date, Impact and its representatives cannot guarantee, and will not be responsible for any damage or loss related to, the accuracy, completeness, or timeliness of the information or services on the website.
1. Accounts
1.1 Account Creation. In order to use certain features of the Service, you must register for an account (“Account”) and provide certain information about yourself and your company as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Service. Impact may suspend or terminate your Account in accordance with Section 7.
1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Impact of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Impact cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree not to share any of your Account information, including logins and passwords, with anyone.
2. Access to the Service
2.1 License. Subject to these Terms, Impact grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service solely to display and access New Market Tax Credit (NMTC) projects, solicit participation and close and participate in NMTC projects (each an “NMTC Project“).
2.2 Exclusivity. Once you submit or access an NMTC Project you agree that the Service is the exclusive platform for your use in closing the NMTC Project and will be subject to all transaction fees imposed by Impact on the Service.
2.3 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive website, product, or service or to close any transaction that violates the exclusivity in Section 2.2; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof. As a condition of your use of this website, you warrant to Impact that you will not use the Service for any purpose that is against the law or prohibited by these terms. If you violate any of these terms, your permission to use this website automatically ends. You may not without our prior written permission use any computer code, data mining software, “robot,” “bot,” “spider,” “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this website or accessed through this Service. You may not republish Impact content or other content from this website on another website or use in-line or other linking to display such content without our permission. You may not introduce viruses, spyware, or other malicious code to this website. You represent and warrant that you use frequently updated, commercially standard virus protection software to ensure that the system you use to access our website is virus free.
2.4 Modification. Impact reserves the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you. You agree that Impact will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.
2.5 No Support or Maintenance. You acknowledge and agree that Impact will have no obligation to provide you with any support or maintenance in connection with the Service, except for support or maintenance provided by Impact in its sole and absolute discretion, or as otherwise agreed to in writing.
2.6 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Impact or Impact’s suppliers. Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Impact and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
2.7 Feedback. If you provide Impact with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to Impact all rights in such Feedback and agree that Impact shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Impact will treat any Feedback you provide to Impact as non-confidential and non-proprietary. You agree that you will not submit to Impact any information or ideas that you consider to be confidential or proprietary.
2.8 Confidential Information. You agree that you will not disclose Confidential Information to any person or entity outside of your organization. You will not use or permit the use of any Confidential Information except as necessary in connection with the Service. You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information, but in no event will you use less than due diligence and care. “Confidential Information” means all information or material which: (i) is obtained from password protected portions of the website or (ii) which is (A) marked “Confidential,” “Restricted,” or other similar marking, (B) known by the parties to be considered confidential, or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable judgment.
2.9 Record Retention. You are responsible for retaining all documents, records, canceled checks, receipts, or other evidence in support of information and amounts reported on your tax returns. These items may be necessary in the event the taxing authority examines or challenges your returns. These records should be kept for at least seven years. Your copy of tax returns should be retained indefinitely. In providing the Services, we rely on your representation that you understand and have complied with these documentation requirements. You are responsible for the proper recording of transactions in the books of accounts, for the safeguarding of assets, and for the substantial accuracy of your financial records. All the records that you provide to us for this engagement will be returned to you upon your written request after our use. Our working papers, including any copies of your records that we chose to make, are our property and will be retained by us in accordance with our records retention policy. Our working papers and files may be retained for our archival and legal purposes, or destroyed in our discretion. The working papers and files of our firm are not a substitute for the records of you or your Company.
2.10 Publicity. You agree to allow Impact to use your name and logo within the Impact platform, marketing materials, and advertisement.
2.11 Third Parties.
(11.a) Third Party Service Providers. Impact may engage third parties to support the delivery and availability of the Services. Some of these third parties may be engaged as “Subprocessors” to host or process Impact and/or your data, which may include information that identifies, or in combination with other data, could reasonably be used to identify an individual. You consent to Impact engaging Subprocessors to process Company Data to the extent necessary or desirable for the Services. “Company Data” means all documents, electronic data, chats, messages, texts, other communications and materials processed by, submitted to and stored within Impact Marketplace by the Company or its users.
(11.b) Third Party Consultants. Impact may engage directly with third party consultants (“Third Party Consultants”) for a Third Party Consultant to host a NMTC Project utilizing Impact’s platform. Third Party Consultant agrees to be bound by these Terms and the same representations and warranties. Third Party Consultant represents and warrants to Impact that it has the authority to enter into this Agreement on behalf of their client, which is the subject of the NMTC Project.
3. Indemnification.
You agree to defend, indemnify and hold Impact (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Service, (b) your violation of these Terms; (c) your violation of applicable laws or regulations; and (d) any dispute between you and any party to an NMTC Project. Impact reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Impact. Impact will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
4. Third-Party Links & Ads; Other Users
4.1 Third-Party Links & Ads. The Service may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Impact, and Impact is not responsible for any Third-Party Links & Ads. Impact provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ad sat your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
4.2 Other Users. Your interactions with other Service users are solely between you and such users. You agree that Impact will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved.
4.3 Release. You release and forever discharge Impact (and our affiliates and our and their officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other Service users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
4.4 Links to Our Website. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of our website so long as (i) the link or your linking website does not portray Impact, our affiliates, or our products or services in a false, misleading, derogatory, or otherwise offensive matter; (ii) your linking website complies with all applicable law and does not otherwise violate this Agreement or the rights of others; and (iii) your website has, maintains and follows a privacy policy no less protective of user data than the privacy policy of this Service. You may not use any Impact logo or other proprietary graphic or trademark as part of the link without express written permission. We may revoke this license at any time, with or without cause, in which case you agree to immediately remove the hyperlink. You may not link to any page other than the home page of this website. Any link to our website should be a full forward link that passes the client browser to our home page without barriers. The “back” button should return the visitor to the original site if the visitor wishes to back out.
5. Disclaimers
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND IMPACT (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND THIRD-PARTY VENDORS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ONHOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS OR VENDORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE PROVIDED BY IMPACT EVEN IF IMPACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING FROM YOUR USE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR (IMPACT, AND ITS PARTNERS, PRINCIPALS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORMOF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNT OF TRANSACTION FEES YOU PAID DURING THE PREVIOUS THREE MONTH PERIOD OR FIFTY US DOLLARS (U.S. $50), WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TOTHESETERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
The nature of our services makes it difficult, with the passage of time, to gather and present evidence that fully and fairly establishes the facts underlying any dispute that may arise between us. The parties (you and Impact) agree that, notwithstanding any statue or law of limitations that might otherwise apply to a dispute, including one arising out of this agreement or the Services, for breach of contract or fiduciary duty, tort, fraud, misrepresentation or any other cause of action or remedy, and action or legal proceeding by you against Impact must be commenced as provided below, or you shall be forever barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery. An action to recover on a dispute shall be commenced within the shorter of these periods: (a) separately within thirty-six (36) months from the date of our last billing for services on each such engagement; (b) within twelve (12) months from the date when this or any other engagement of our Services is terminated.
7. Term and Termination.
Subject to this Section, these Terms will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service (including your Account) at any time for any reason at our sole discretion, including for any use of the Service in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately. Impact will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.8, Sections 3 through 8.
8. General
8.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Service. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
8.2 Dispute Resolution. Please read this Section 8.2 (sometimes referred to herein as this “Arbitration Agreement”) carefully. It is part of your contract with Impact and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(2.a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the use of any productor service provided by Impact that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Impact, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.
(2.b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Impact should be sent to: legal@impactmarketplace.com. After the Notice is received, you and Impact may attempt to resolve the claim or dispute informally. If you and the Impact do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(2.c) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available athttp://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(2.d) Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Impact. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
(2.e) Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Impact are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 8.2(a) (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(2.f) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Missouri. All other disputes, claims, or requests for relief shall be arbitrated.
(2.g) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@impactmarketplace.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Impact username (if any), the email address you used to set up your Impact account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
(2.h) Severability. Except as provided in Section 8.2(f) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
(2.i) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Impact.
(2.j) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Impact makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Impact at the following address: legal@impactmarketplace.com.
8.3 Export. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Impact, or any products utilizing such data, in violation of the United States export laws or regulations.
8.4 Disclosures. Impact is located at the address in Section 8.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
8.5 Electronic Communications. The communications between you and Impact use electronic means, whether you use the Service or send us emails, or whether Impact posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Impact in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Impact provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
8.6 Entire Terms. These Terms and any engagement letter referencing these Terms constitute the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Impact’s relationship to you is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Impact’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Impact may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
8.7 Copyright/Trademark Information. Copyright 2023 © Impact Marketplace, LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
8.8 Contact Information:
Impact Marketplace, LLC, Attn: Legal Department
Address: 2200 Washington Avenue
St. Louis, MO 63103
James Heffner
Email: legal@impactmarketplace.com
Infringement Claims/Copyright Agent
If you believe that any material contained on the website infringes your copyright or other intellectual property rights, you should notify Impact of your copyright infringement claim in accordance with the following procedure. Impact will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. The DMCA requires that notifications of claimed copyright infringement should be sent to this website’s Designated Agent who is:
By mail: DMCA Copyright Agent
c/o Impact Marketplace, LLC
2200 Washington Avenue
St. Louis, MO 63103
By email: legal@impactmarketplace.com
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
- Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has 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; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Emails sent to f href=”mailto:legal@impactmarketplace.com”>legal@impactmarketplace.com for purposes other than communication about copyright claims may not be acknowledged or responded to.
We will, in appropriate circumstances, terminate repeat infringers. If you believe that an account holder or subscriber is a repeat infringer, please follow the instructions above to contact Impact and provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer.
8.9 Other Fees and Expenses. We will endeavor to notify you if we encounter any circumstances that warrant additional time or expense. If such matters exceed the scope of this engagement letter, we will issue an addendum or separate engagement letters to confirm the scope and related terms of any additional engagements.
8.10. Finance Charges and Collection Expenses. You agree that if any statement is not paid within 30 days from its date, the unpaid balance shall accrue interest at the monthly rate of one and one-quarter (1.25%) percent, which is an annual percentage rate of 15%. In the event that any collection action is required to collect unpaid balances due to us, reasonable attorney fees and expenses shall be recoverable.
8.11. Governing Law. These Terms, and any agreements between the parties, shall be governed and construed in accordance with the laws of the State of Missouri.