Empact Collaboration Platform Terms of Service
Please read these Terms of Service (collectively with the Privacy Policy located at www.getempact.com the “Terms of Service”) fully and carefully before using this website and any sub-domains (collectively, the “Site”) and the services, features, content or applications offered by UTW82, LLC (“Empact”, “we”, “us” or “our”) (together with the Site, the “Services”). These Terms of Service (together with any separate agreement between you and Empact relating to the Collaboration Platform, if you are a Platform Licensee as defined below) set forth the legally binding terms and conditions for your use of the Site and the Services.
Through the Services, Empact, together with its corporate affiliate UTW82 For Good, Inc., offers its users (“Users” or “you”) the next generation in knowledge transfer and collaboration, enabling them to post and share a variety of important and compelling content, and collaborate with others to transfer knowledge and create new methods of working, sharing and solving problems.
Please note that where our Services are provided through a website or application that is owned and operated by a third party, the services and content created by that third party are not part of the Services.
1) Acceptance of Terms.
A. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to the Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
B. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
C. These Terms of Service apply to all users of the Services, including, without limitation, licensees of our Collaboration Platform (“Platform Licensees”) and users who are contributors of content, information, and other materials or services, registered or otherwise.
D. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND EMPACT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2) Eligibility.
A. You represent and warrant that you are at least 16 years of age. If you are under age 16, you may not, under any circumstances or for any reason, access or use the Services. If you are under 16, please do not attempt to register or sign up for the Services or send any personal information about yourself to us. If we learn that we have collected personal information from a child under age 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at info@getempact.com.
B. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.
C. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
D. Further, the Services are offered only for your use, and not for the use or benefit of any third party. If you are registering with Empact on behalf of an entity or a third party, you represent and warrant that you have full authority to bind that entity to these Terms of Service.
3) Registration. In order to use the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
4) Privacy.Your personal data will be treated by Empact in accordance with Empact’s Privacy Policy, available at www.getempact.com. As part of the Services, we may send you communications via SMS, MMS, and/or other text message or via email, including without limitation requests for input or feedback. You can stop us from sending you text messages by texting “STOP” to the phone number you received the text message from. You can stop us from sending you emails at any time by clicking the “unsubscribe” button at the bottom of any email we send you, or by emailing us at info@getempact.com. For more information, please see our Privacy Policy www.getempact.com. Please note that standard data and message rates may apply for text messages.
5) Content.
A. Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services.For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
B. User Content. Empact shall not be responsible for any Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. Empact does not endorse or assume any responsibility for any User Content or Content provided by third parties on or through the Services. You acknowledge that Empact has no duty or obligation to prescreen, monitor, edit, or remove any User Content. You acknowledge that the Services (like all services) may be subject to breaches of security, and that the submission and storage of User Content may not be secure. You agree that you shall not add, create, upload, submit, distribute, or post the following information to the Services, or encourage any other user to do so: (i) personal data revealing your, or any other individual’s, racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership;(ii) personal data that constitutes genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation; or (iii) personal data relating to your, or any other individual’s criminal convictions and offences (such data, collectively, “Restricted Data”).
C. Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. The Terms of Service do not grant you any ownership right, title or interest in any such Content. Further, you shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
D. Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Servicesin accordance with these Terms of Service. Use, reproduction, modification, distribution or storage of any Content for any purpose other than use of the Services consistent with these Terms of Service is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content that you do not own for commercial use or in any way that violates any third party right.
E. License Grant.
By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit the User Content solely as is necessary for Empact to perform its duties in connection with the Site and the Services, including after your termination of your Account or the Services, except as expressly prohibited in our Privacy Policy www.getempact.com.
In addition to the foregoing license grant, you, by submitting User Content through the Services in a manner that makes such sharing available to other users, including without limitation Platform Licensees, hereby do and shall grant (a) us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content to promote the Site and Services (and derivative works thereof) in any media formats and through any media channels, and (b) each user of the Site and/or the Services a non-exclusive license to your User Content through the Site and the Services, including after your termination of your Account or the Services, except as expressly prohibited in our Privacy Policy www.getempact.com.
For clarity, the foregoing license grants to Empact does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to the material in your User Content, unless otherwise agreed in writing. You represent and warrant that that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
F. Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. Further, we reserve the right to, but do not have any obligation to, monitor the Site or the Services. However, we reserve the right to: (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service, or for no reason at all and (ii) to remove or block any Content from the Services.We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.We recommend that you make a secure copy of any important User Content before posting it to the Service. You shall have the ability to request deletion of certain User Content, including personally identifiable information included in such User Content, through a request made to info@getempact.com but you understand and agree that your User Content may remain viewable elsewhere to the extent that you have elected to share it or make it available to others, including Platform Licensees and other users of the Services. For more information, please see our Privacy Policy www.getempact.com.
G. Reporting Suspected Copyright Infringement. Pursuant to the Digital Millennium Copyright Act (“DMCA”), Empact has adopted and implemented a policy that provides for the termination in appropriate circumstances of users who are repeat copyright infringers. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
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 Designated Agent to Receive Notification of Claimed Infringement (our “Copyright Agent”) a written notice containing the following information
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
b. Identification of the copyrighted work(s) being infringed;
c. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
d. Contact information for the notifying party, including name, address, telephone number, and, if available, email address;
e. A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
f. 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.
You must send such written notice to Empact’s Copyright Agent, Stephanie Henry, through one of the following three contact points: (1) By mail, to 228 Park Avenue South, #62856, New York, NY, 10003; (2) by email, to info@getempact.com, or (3) by fax, to 12-465-2581. To be valid, a notice must be in writing and must follow the instructions above.
Upon receipt of a proper notice of copyright infringement, we reserve the right to:
a. remove or disable access to the infringing material;
b. notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
c. terminate such content provider's access to the Services if he or she is a repeat offender.
If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Copyright Agent:
a. A physical or electronic signature of the content provider;
b. Identification 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 disabled;
c. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
d. Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Company may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion.
6) Rules of Conduct.
A. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity, and all activity connected to your Account in connection with the Services, including without limitation your communications with, and collection and treatment of data from, other users of the Services. You will only use the Services for your own individual or internal business use, and only in a manner that complies with all laws, rules, and regulations that apply to you and your activities on the Services.
B.You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content, including without limitation User Content, on or through the Services 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, or other rights of any other person or entity;
ii. violates any law, rule, or regulation (whether domestic, foreign, or international) or contractual duty;
iii. violates these Terms of Service;
iv. you know is false, misleading, untruthful or inaccurate;
v. is unlawful, threatening, harmful, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, sexually explicit, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
vi. promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
vii. is violent or threatening or promotes violence or actions that are threatening to any person or entity;
viii. stalks, bullies, abuses, harasses or threatens any person or entity;
ix. constitutes unauthorized or unsolicited advertising, promotional materials, junk or bulk e-mail (“spamming”) or other form of solicitation;
x. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
xi. impersonates any person or entity, including any of our employees or representatives;
xii. includes anyone’s identification documents or sensitive financial information, or other information that a third party would probably consider private or confidential (such as their social security number or their non-public phone number or email address);
xiii. misrepresents your relationship with us or with the Service, or impersonate or misrepresent your affiliation with any person or entity.
xiv. unless you have our permission (or use our tools and features), displays to others, mirrors or frames the Site or any Services;
xv. attempt to probe, scan, or test the vulnerability of the Service or breach any security or authentication measures.
xvi. requests, receives or uses a third party’s password or other access credentials for the Service, or attempts to determine whether a third party holds any type of account or to learn about or verify information about the account; or
xvii. accesses the Service if we have requested that you refrain from such access.
C. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
D. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
E. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
7) Third Parties and Third Party Services.
The Services may permit you to link to – and may even reside on – other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. The Services may also contain Content from such other websites, services or resources, including without limitation 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. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
8) Termination.
We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability.
9) Warranty and Other Disclaimers.
A. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
i. which users gain access to the Services;
ii. what Content you access via the Services; or
iii. how you may interpret or use the Content.
B. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
C. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
D. WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES, AND SUCH FAILURES MAY RESULT IN ERRORS OR DATA LOSS. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING, OR BY THE LOSS OF ANY DATA OR INFORMATION YOU PROVIDE TO EMPACT. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
10) Indemnification.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, the Services, Content, or otherwise from your User Content, your violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
11) ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS:
A. ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND EMPACT OR ITS OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH EMPACT, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND EMPACT HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE EMPACT’S INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND EMPACT WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR EMPACT WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST EMPACT INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Empact is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Empact or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Service must be filed within one (1) year after such claim of action arose or be forever banned.
B. 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 10, you must notify Empact in writing within 30 days of the date that you first accept these Terms of Service (unless a longer period is required by applicable law). Your written notification must be mailed to Empact at the following address: 228 Park Avenue South, #62856, New York, NY 10003. If you do not notify Empact in accordance with this Section 10(b), you agree to be bound by the arbitration and class-action waiver provisions of these Terms of Service, including such provisions in any Terms of Service revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing addresses and (iii) a statement that you do not wish to resolve disputes with Empact through arbitration. If Empact makes any changes to the Arbitration and Class Action Waiver section of these Terms of Service (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending Empact written notice within 30 days of the change to the address set forth in this Section 10(b). This notification affects these Terms of Service only; if you previously entered into other arbitration agreements with Empact or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms of Service shall not affect the other arbitration agreements between you and Empact.
C. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration and Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with Empact.
12) Limitation of Liability.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF the greater of (A) fees paid to us for the particular Services during the immediately previous three (3) month period, if any, or (B) $500.00.
13) Governing Law and Jurisdiction.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
14) Modification.
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.
15) Miscellaneous.
A. Entire Agreement and Severability. The Terms of Service (and, if you are a Platform Licensee, any separate agreement between you and Empact relating to the Collaboration Platform) constitute the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
B. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
C. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
D. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
E. Notices. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@getempact.com.
F. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
G. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
Contact: You may contact us at the following address:
UTW82, LLC
228 Park Avenue South, #62856
New York, NY 10003
Effective Date of Terms of Service: January 13, 2019