Empact Collaboration Platform Terms of Service

Introduction

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:

  • Accessing or using the Service;
  • Clicking to accept these Terms of Service, or
  • Accepting these Terms of Service in any other way.

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:

  • “Content” means any information you provide to or through the Service, including in text, commentary, video or image form;
  • “Posting” means submitting or sending Content to the Service, or creating Content on the Service.

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.

Eligibility Restrictions


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.

Privacy Policy

You acknowledge the collection, use, disclosure and other handling of information described in our Privacy Policy, which we may update from time to time.

General Requirements and Prohibitions

You agree to do the following when you use the Service:

  • Comply with any policies or other requirements we post on the Service.
  • Provide us with only accurate information about yourself, and keep it current.
  • Protect and not let other people use any user name, password or other credentials that we’ve given you or that you use to access the Service. (Please use a unique and non-obvious password.) You also agree that you’re responsible for all statements and transactions made, or other acts that are done, through your account.
You agree that you won’t do the following when you use the Service:
  • Violate any law or legal requirement.
  • Engage in fraud or harmful conduct.
  • Attempt to access, search or otherwise use the Service (such as by attempting to retrieve information from or about the Service) through the use of any engine, software, tool, agent, device or mechanism (including spiders, scrapers, robots, crawlers, data mining tools or the like) other than (i) generally available third-party web browsers that provide accurate and complete User-Agent information in the HTTP header, such as Chrome, Safari, Firefox and Internet Explorer and (ii) our apps.
  • Disregard our robots.txt files (but in the event of a conflict between these Terms of Service and a robots.txt file, the relevant provisions of the one that is more restrictive of your actions shall apply).
  • Submit content that (i) infringes, misappropriates or violates a third party’s copyright, trademark, trade secret, patent, moral rights or other intellectual property rights, rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any legal requirement; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) a third party would probably consider private or confidential (such as their credit card number, social security number, or their non-public phone number or email address).
  • Create or show ads without our permission.
  • Misrepresent your relationship with us or with the Service, or impersonate or misrepresent your affiliation with any person or entity.
  • Stalk, bully, abuse, harass or threaten anybody.
  • Unless you have our permission (or use our tools and features), display to others, mirror or frame the Service, or any individual element within the Service.
  • Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of us or our providers.
  • Attempt to access any API we may provide without first obtaining our permission and agreeing to any API-specific terms.
  • Attempt to probe, scan, or test the vulnerability of the Service or breach any security or authentication measures.
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service.
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure intended to protect, limit access to or control the Service;
  • Request, receive or use third party’s password or other access credentials.
  • Access the Service to determine whether a third party holds any type of account or to learn about or verify information about the account.
  • Access the Service if we have requested that you refrain from such access.
  • Send any unsolicited or unauthorized advertising, promotional materials, junk email, spam or other form of solicitation.
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service.
User Account Termination or Modification

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.

Except to the extent specified in the Service's Privacy Policy, we may treat any of your Content as non-confidential and non-proprietary, and we will not be liable for any use or disclosure of Content. Your relationship with the Empact Collaboration Platform is not a confidential, fiduciary, or other type of special relationship, and your decision to submit any Content does not place the Empact Collaboration Platform in a position that is any different from the position held by members of the general public, including with regard to your Content.

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:

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
  • 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 us to locate the material.
  • Contact information for the notifying party, including your name, address, telephone number, and email address.
  • A statement 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.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • 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: dmca@getempact.com

    Fax: 212-465-2581

    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
    • Federal Arbitration Act. You agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
    • Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at help.getempact.com or we may contact you using the last available information we have for you.
    • Binding Arbitration. If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with the us, (2) these Terms of Service, (3) any other aspect of the Service.
    • These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from Section 16.
    • Governing Arbitration Rules. All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service including but not limited to any claim that all or any part of these Terms of Service (such as this Section 16) is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below, Section 16(A)(v). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, unless there are conflicting rules at www.jamsadr.com, you must do the following: (A) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover. You may find a copy of a Demand for Arbitration at www.jamsadr.com; (B) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (C) Send one copy of the Demand for Arbitration to us at 575 West End Ave, Suite 10B, New York, NY 10024.
    • To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Company will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Company will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than $75,000. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
    • If you are a resident of the United States, arbitration may take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in New York County, New York, United States of America, and you and we agree to submit to the personal jurisdiction of any court in New York County, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
    • Class Action Waiver. The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND THE EMPACT COLLABORATION PLATFORM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason the proper decision maker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then Section 16(A) and Section 16(B) shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
    • 30-Day Right to Opt Out. You have the right to opt out and not be bound by this version of Section 16 by sending written notice of your decision to opt out to help@getempact.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date on or after [insert date] that you agree to any version of these Terms of Service that contains this version of Section 16. If you do not opt out, you will be bound to arbitrate disputes in accordance with the terms of this Section 16. You have the right to consult with counsel of your choice concerning this Section 16. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 16. If you opt out of Section 16, Company also will not be bound by it in its disputes with you.
    • Changes to this Section. Company will provide (60) days' notice of any changes to this section. Changes will become effective on the sixtieth (60th) day, and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator (in either case, with the authority to make such decision) decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from Section 16 and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.
    • Survival. This Section 16 shall survive any termination of these Terms of Use.
    Limitations to this Agreement to Arbitrate

    Section 16 (Arbitration and Class Action Waiver) shall be limited as follows:

    • Intellectual Property Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may bring an action on anindividual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
    • Small Claims Court. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court’s jurisdiction.
    Governing Law

    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.