Empact, Inc., along with its corporate affiliates, UTW82, LLC, UTW82 For Good, Inc., and Empact For Good, Inc. [ (“Empact Collaboration Platform,” “we,” “our”) operates the “Service,” which is defined as any website or web page on which this set of Terms appears (“Website”), including www.getempact.com, any mobile app that we provide, and any Content, services, activity or transactions that are offered, made available or facilitated through any of the above, except that where our Services are provided through a website or app that is owned and operated by a third party, the services and content created by thatthird party are not part of the Empact Collaboration Platform “Service.”
These Terms of Service apply to the Service and govern your use of the Service and your relationship with us. You accept and agree to these Terms of Service by either:
If you violate these Terms of Service, or if you do not agree to these Terms of Service, you shouldn’t access (and you don’t have our permission to access) the Service
Please note the following definitions:
Changes to the Terms of Service
We may amend these Terms of Service at any time, in our discretion, by posting the updated version on this Website (such as by a link in a web page footer), or through another reasonable manner in our discretion. If we do this, we will list the new effective date in the new Terms of Service.
Changes to the Service
We reserve the right to change and improve the features and functionality of the Service at any time. This includes adding, modifying or removing specific features and functionality of the Service. The Terms of Service will apply to the changed version of the Service. We also reserve the right to suspend or stop the Service altogether. In addition, we reserve the right to impose or alter fees for new or existing aspects of the Service.
To use the Service, you must (i) have reached the age of majority in the jurisdiction where you live (in most U.S. states, that’s 18 years old), (ii) be over 12 and have valid consent from your parent or legal guardian to use the Service and be bound by these Terms of Service, or (iii) be over 12 and an emancipated minor. If you are the parent or legal guardian of a minor that creates an account, you accept these Terms of Service on the minor’s behalf and understand that you’re jointly responsible with the minor for the minor’s use of the Service and compliance with the Terms of Service.
General Requirements and Prohibitions
You agree to do the following when you use the Service:
You understand that we have the right to terminate the Service or your access to the Service, or close your account, for any reason or no reason, without notice, at any time, and that we won’t be liable to you for doing that. We reserve the right to permanently erase your account or content you provide from our systems and the Services at any time. If we delete your account, the deletion process may take some time. Account deletion may not ensure complete or comprehensive removal of any information you provide to us. For instance, it will not necessarily remove content or information that has been stored, shared or re-posted by a third party. We reserve the right to retain information where required or permitted by law to do so. When your account is closed or deleted, all licenses and other rights granted to you in these Terms of Service will immediately cease.Content
You grant us a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, display, modify and perform the Content you post or derivatives of it, with or without attribution, including for advertising-related purposes. We may, for instance, use your Content to improve the Service or to create other services (related or unrelated to the current Service offered today), or provide services through other media channels. Similar, you agree that we are forever free to use any ideas, concepts or know-how that you provide to us.
You agree that the Empact Collaboration Platform is not responsible for the use or handling of your Content by third parties.
You represent and warrant that: (a) you own the Content posted by you on or through the Service or that you otherwise are authorized to grant the rights and licenses set forth in these Terms of Service; and (b) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights.
The Empact Collaboration Platform reserves the right to take down or delete any Content from the Service for any or no reason, without prior notice.
We recommend that you make a secure copy of any important Content before posting it to the Service. We’re not liable to you for the loss of any Content by or through the Service. You acknowledge that the Service (like all services) may be subject to breaches of security, and that the submission and storage of Content may not be secure.
The Empact Collaboration Platform is not responsible for, and does not endorse, Content posted within the Service – and we’re not liable for you based on other users’ Content. You shouldn’t rely on the Content for legal purposes – only for informational purposes. Similar, we have no obligation to prescreen, monitor, edit, or remove any Content. You bear legal responsibility for your Content and for any violation by your Content of these Terms of Service.
The Service contains links to – and may even reside on -- third-party websites and services that are not owned or controlled by Empact. The Service may sometimes makes available embedded Content from such services, such as embedded videos that are hosted by a third-party website. We do not endorse or assume any responsibility for any such third-party websites, services or Content. If you view, access or otherwise interact with any such websites, services or Content, you do so at your own risk and you agree that the Empact Collaboration Platform will have no liability arising from such access.Account Security
We make no representations or promises regarding security. Despite our security efforts, it is possible that unauthorized individuals will obtain your information, such as through web-scraping tools (even though we do not authorize and in fact prohibit that behavior). You are solely responsible for maintaining the confidentiality of your account information, such as your username and password, and for restricting access to your computer and other devices.Advertising
You agree that the Empact Collaboration Platform may in its sole discretion place advertising and promotions on the Service, including on, around, about, or in conjunction with your Content. This may include, for instance, advertisements shown through display media, or ad or affiliate links in, around or alongside Content.Ownership of the Service and Related Rights
As between you and Empact, all rights, title and interest in and to the Service, including, without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are owned by or licensed to Empact. For instance, we own any design or product features inherent in the Service, and any know-how or other intellectual property inherent in the way we have create, provide, display or make available the Service.
The Empact names and logos are trademarks of Empact, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Empact.
The Terms of Service do not grant you any ownership right, title or interest in any of the above.
The relationship between you and us is that of independent contractors, and nothing in these Terms of Service shall be construed to create or imply any other relationship such as a partnership or an employer/employee or agency relationship.Reporting Suspected Copyright Infringement
Pursuant to the Digital Millennium Copyright Act (“DMCA”), the Empact Collaboration Platform has adopted and implemented a policy that provides for the termination in appropriate circumstances of users who are repeat copyright infringers. If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide Empact’s Copyright Agent a written Notice containing the following information:
You must send that written Notice to Empact’s Copyright Agent, Michelle Cooprider, through one of the following three contact points:
Mail: 575 West End Ave, Suite 10B, New York, NY, 10024
Email: [email protected]
Our Copyright Agent’s telephone number is 212-465-2571, but you cannot use this number to submit a Notice or to otherwise inform us of alleged copyright infringement. To be valid, a Notice must be in writing and must follow the instructions above.Indemnification
You agree to indemnify and hold harmless the Empact Collaboration Platform and the members of its corporate family, and their agents, partners, employees, contractors and advertisers, at your own expense and immediately after receiving a written notice from us, from and against any damages, loss, costs, settlements, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any third-party claim relating to a complaint, claim, demand or liability arising out of or related to any of your Content or your acts or omissions in relation to the Service, your breach of these Terms of Service, or your violation of any law or third party rights. The members of Empact’s corporate family, and the agents, partners, employees, contractors and advertisers of them and of Empact, are third-party beneficiaries of this paragraph. Other than them, there are no other third-party beneficiaries of the Terms of Service.Disclaimer of Representations and Warranties
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF PERFORMANCE, (5) OF TITLE, (6) THAT THE SERVICE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES ANYTHING, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, (8) THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (9) THAT WE WILL ENFORCE THE TERMS OF SERVICE AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY THE EMPACT COLLABORATION PLATFORM TO MODIFY THE SERVICE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE. Some jurisdictions limit or don’t allow the disclaimer of implied warranties – in those states, these warranties will be disclaimed only to fullest extent permitted by law.Limitation of Liability
IN NO EVENT WILL THE EMPACT COLLABORATION PLATFORM OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, THE “THE EMPACT COLLABORATION PLATFORM ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY, OR FOR ANY CONTENT, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE EMPACT COLLABORATION PLATFORM ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ANY THE EMPACT COLLABORATION PLATFORM ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO EVENT SHALL THE EMPACT COLLABORATION PLATFORM ENTITIES’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED FIVE HUNDRED U.S. DOLLARS (U.S. $500.00). ADDITIONAL DISCLAIMERS BY THE EMPACT COLLABORATION PLATFORM APPEAR WITHIN THE BODY OF THE SERVICE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. Some jurisdictions restrict or do not allow the limitation of liability in contracts, and as a result the contents of this section may not apply to you. In cases where such laws apply, liability of the Empact Collaboration Platform Entities shall be limited to the fullest extent permitted by law.Arbitration, Class Action Waiver and Applicable Law p | PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS. p | Arbitration and Class-Action Waiver
Section 16 (Arbitration and Class Action Waiver) shall be limited as follows:
The Terms of Service and the relationship between you and Company shall be governed in all respects by the laws of the State of New York, without regard toits conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in New York County, New York (or by a small claims court located elsewhere in the United States when Section 16(b)(ii) applies). We both agree to submit to the personal jurisdiction of the courts located within New York County, New York (or a small claims court located elsewhere in the United States when Section 16(b)(ii) applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.Other
These Terms of Service constitute the entire and exclusive understanding and agreement between us and you regarding the Service, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topic. If we fail to enforce any part of these Terms of Service, it won’t be considered a waiver. Any amendment to or waiver of these Terms of Service by us must be made in writing and signed by us. All of our rights and obligations under these Terms of Service (including any license rights) are assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.