TERMS OF USE

As of May 26, 2021

ImpactWayv, Inc. and its affiliates (“ImpactWayv”, “we,” “our” or “us”) provide the ImpactWayv™ application, its contents, our website (www.impactwayv.com), ImpactWayv-operated pages on social media sites, ImpactWayv’s business activities, like conferences and events, client services, and any other websites, applications, activities, services, HTML-formatted emails or communications that link to these Terms of Use (collectively, the “Site”) subject to the following terms and conditions (these “Terms”). If you are using this Site on behalf of a group, company or organization, you agree to these Terms for that business, group or organization and represent that you have the authority to do so (in that case, “you” and “your” refers to that business, group or organization).  YOU SHOULD READ THESE TERMS AND CONDITIONS BECAUSE THEY MAY LIMIT YOUR LEGAL RIGHTS.  PLEASE REVIEW THE ARBITRATION TERMS BELOW AS THEY WILL REQUIRE YOU TO AGREE TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS.  THESE TERMS APPLY TO ALL VISITORS, USERS AND OTHERS WHO ACCESS THIS SITE (“users”).

You must be at least 13 years of age to use this Site.  ImpactWayv does not knowingly collect personally identifiable information from children under the age of 13.

For an explanation of our practices and policies related to the collection, use and storage of Site users’ information, please read our Privacy Policy, which is incorporated herein by reference. 

1.       Acceptance of Terms.  By using and accessing this Site, including its content, graphics, applications, registration information, member profile information and any related or linked Site, you agree to comply with these Terms and all applicable laws, and you represent and warrant to us that: (a) you are at least 13 years of age and you understand and agree to these Terms; (b) if you are between the ages of 13 and 17, your legal guardian has reviewed and agreed to these terms; (c) you have not previously been suspended or removed from this Site; and (d) your registration and your use of this Site is in compliance with all applicable laws and regulations.  Your continued use of the Site will indicate your agreement to be bound by these Terms and any future revisions.  If you do not agree with any of these Terms, do not access or otherwise use the Site or any of its contents.  Your use of this Site is conditioned on your compliance with these Terms, and your right to use the Site may be terminated, in our sole discretion, if we determine you have violated these Terms.

2.       Service Offerings:  ImpactWayv™ is an innovative social platform provided by ImpactWayv. It is designed to facilitate integrated digital networking which offers people, businesses, and nonprofits the opportunity to drive universal social good via a continuous cycle of engagement, interaction, and empowerment. Any use outside of these purposes is prohibited.

3.       Limited License to Use Site Content.  ImpactWayv gives you a limited, personal, nontransferable, revocable license to use the Site Content (as defined below) solely for your use or the use of a registered business or organization and not for any other entity or person.  The foregoing license is not a sale and ImpactWayv and our affiliates, partners and suppliers retain all rights therein.  In consideration of this authorization, you agree than any copies of information obtained from this Site shall display all copyright, trademark and all other proprietary notices of ImpactWayv or its affiliates.  You agree that that all artwork, including all graphics, logos, and product designs, shall not be used separately from the accompanying text as depicted in the Site.  Any other use of the Site Content, including but not limited to any commercial use or reproduction, distribution, modification, adaptation or republication, without the written permission of ImpactWayv is expressly prohibited and void. ImpactWayv reserves all rights not expressly granted under these Terms. The license granted in this section terminates automatically and immediately if you do not comply with these Terms.

4.       Site Updates.  From time to time, we may issue upgraded versions of the Site. You agree that these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Site is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. We may add or remove features, and while we will do our best to give you advance notice about any major changes, you understand that we may stop, suspend or change the Site at any time without prior notice. We may also remove content from the Site in our sole discretion. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.

5.       Copyrights.  All content and functionality on the Site, including text, graphics, logos, icons, images and videos, and the selection and arrangement thereof, in addition to any concepts, know-how, tools, frameworks, software, applications or other technology, algorithms, models, processes and industry perspectives underlying or embedded in the foregoing, along with any enhancements to or derivative works thereof (the “Site Content”), is the exclusive property of ImpactWayv or its licensors and, to the extent applicable, is protected by U.S. and international copyright laws. Neither the Site Content nor functionality of the Site, may be copied, reproduced, modified, reverse engineered, altered (including the removal or disabling of any security or technological safeguards, disclaimers, or legends) uploaded, published, uploaded, posted, transmitted or distributed in any way without our written permission, except for those uses specified in Section 3 (Limited License to Use Site Content). All rights not expressly granted are reserved. PLEASE NOTE THAT ANY UNAUTHORIZED USE OF THE CONTENTS OF THIS SITE, OR ANY SOFTWARE UTILIZED BY THIS SITE, COULD EXPOSE YOU TO CIVIL OR CRIMINAL PENALTIES (THIS MAY INCLUDE MONETARY DAMAGES) FOR COPYRIGHT INFRINGEMENT.

6.       Trademarks.  The trademarks, service marks, designs and logos of ImpactWayv (collectively, the “Trademarks”) displayed on the Site are the registered and unregistered Trademarks of ImpactWayv and its licensors. You agree that, except as expressly permitted by us (e.g., through social media sharing tools provided on the Site) or by our licensors, where applicable, you will not refer to or attribute any information to ImpactWayv or its licensors in any public medium (e.g., press release, websites or public social media) for advertising or promotion purposes, or for the purpose of informing or influencing any third party and that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, ImpactWayv or its licensors.  Trademarks, service marks, entity names, designs, or logos of entities other than ImpactWayv appearing on the Site are trademarks of their respective holders; unless otherwise explicitly stated, such appearance is not meant to imply endorsement by or any other relationship with such entities.

7.       User Postings.  You acknowledge and agree that ImpactWayv shall own and have the unrestricted right to use, publish, and otherwise exploit any and all information that you post or otherwise publish on the Site in postings, forums or message boards, questionnaires, survey responses, and otherwise (“Submissions”), and you acknowledge and agree that, by providing us any such submission, you automatically grant, and hereby do grant, to us a worldwide, non-exclusive, transferable, assignable, sublicensable, fully paid-up, royalty-free, perpetual, irrevocable license and right to use, reproduce, publish, distribute, modify and otherwise exploit such Submission for any purpose, and in any form or media, not prohibited by applicable law. In addition, you hereby waive any claims against ImpactWayv for any alleged or actual infringements of any rights of privacy or publicity, intellectual property rights, moral rights, or rights of attribution in connection with ImpactWayv’s use and publication of such Submissions.

Further, to the extent you provide us with any suggestions, ideas, proposals, or similar materials, whether regarding the content of this Site or otherwise they will be treated as a Submission. You agree and represent that such Submission is not confidential. If you provide a Submission to us, it is unsolicited, gratuitous and without restriction and does not create any obligation on ImpactWayv.

8.       Monitoring.  ImpactWayv may undertake to evaluate, monitor, edit or remove Submissions at any time. We may monitor or analyze any users’ access to or use of the Site. We have the right to disclose any information regarding your use or access of the Site, to anyone for any legitimate purpose or cause.

9.       Code of Conduct.  The mission of ImpactWayv is to advance universal social good via a continuous cycle of engagement, interaction, and empowerment. We expect users of the Site to post and engage in a manner consistent with our mission. Accordingly, users are required to conduct themselves in a manner that respects freedom of expression and the rights and dignity of others. Abusive behavior and hateful conduct or language of any kind is unacceptable, and will under no circumstances be tolerated on the Site.

In addition, you agree to the following, as a condition of accessing the Site:

·       No copying, distributing, or disclosing any part of the Site or its contents in any medium.

·       No probing, scanning, or testing the vulnerability of any of the Site’s system or network.

·       No attempting to breach or otherwise circumvent any security or authentication measures.

·       No interfering, disrupting, or hijacking the Site, any user, host or network. For example, you will not send a virus, overload, spam, or mail-bomb to any part of the Site.

·       No sending of altered, deceptive or false source-identifying information, including “spoofing” or “phishing”.

·       No publishing of anything that is fraudulent or misleading, or that infringes another’s rights.

·       No impersonating or misrepresenting your affiliation with any person or entity.

·       No posting, distributing, transmitting, or promoting illegal content.

·       No violating any applicable local, state, national or international law, regulation or ordinance in any way.

·       No invading or otherwise violating the privacy of others.

·       No vulgar, obscene, or otherwise harmful language or pornographic images.

·       No language that demeans, or is intended to offend, any person or group, including without limitation on the basis of race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, age or disability.

·       No libelous, defamatory, or otherwise tortious language.

·       No threats to, or language intending to threaten, any person or group.

·       No promoting violence, rioting, civil insurrection or use of explosives.

·       No promoting any political party, or action for or against any political party, public figure, judicial officer or elected official.

·       No impersonating any person, including, but not limited to, other users or employees of ImpactWayv.

·       No actions that are harmful to minors.

·       No manipulation or forging of identifiers in order to disguise the origin of any information posted on the Site or otherwise provided to ImpactWayv or its employees.

·       No posting, providing, transmitting or otherwise making available any information (such as inside, proprietary or confidential information) that you do not have a right to make available due to contract, fiduciary duty, or operation of law.

·       No posting, providing, transmitting or otherwise making available any unsolicited information, promotions, junk mail or spam.

·       No posting, uploading, e-mailing, or otherwise transmitting any material that contains any malicious computer code (including spyware, worms, Trojan horses, viruses, etc.).

·       No actions which attempt to interfere in any way with the Site’s operation or its network, security, policies or procedures. This includes hacking or defacing any part of the Site. You will take no actions to gain unauthorized access to the Site or to any other computer system related to the Site.

·       No collecting, storing, or posting of personal data about or of other Site users.

·       No soliciting Site users for any purposes other than those for which the Site was created.

·       No use of any robot, spider, site search/retrieval application or any manual process to scrape, data mine, index or retrieve the content of the Site or to circumvent or reproduce the structure or presentation of the Site without our express consent. However, the operators of public online search engines are granted the limited right to reproduce information on the Site for the sole purpose of creating publicly available searchable indices in support of a public online search service. This limited right may be terminated by ImpactWayv at any time.

10.   Third-Party Content.  ImpactWayv does not represent or endorse the accuracy of reliability of information posted to the Site by users. In addition, ImpactWayv does not and cannot review all information posted to the Site by users and is not responsible for such information. However, ImpactWayv reserves the right to refuse to post and the right to remove any information, in whole or in part, for any reason or for no reason.

11.   Data Mining, Commercial Use and Other Prohibited Uses. You acknowledge that you are expressly prohibited from utilizing this Site in connection with data mining of any kind, commercial use, the sending of unsolicited electronic mail or other forms of messages, whether commercial or not, to a large number of recipients. This prohibition extends to the sending of unsolicited mass mailings from another service which in any way implicates the use of this Site or ImpactWayv. You may not use, frame, or utilize framing techniques to enclose any ImpactWayv trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without the express written consent of ImpactWayv.

12.   Notices of Infringement and Takedown.  ImpactWayv prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to ImpactWayv at the address shown below, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Site that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. ImpactWayv will remove any posted submission that infringes the copyright or other intellectual property right of any person under U.S. law upon receipt of such a statement (or any statement in conformance with 17 U.S.C. 512(c)(3)). U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions. ImpactWayv’s contact for submission of notices under this Section 12 is: Legal Department, ImpactWayv, Inc., 270 Madison Avenue, 16th Floor, New York, New York 10016.

13.   Disclaimers.  THE CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED WITH THE UNDERSTANDING THAT IMPACTWAYV IS NOT HEREIN ENGAGED IN RENDERING PROFESSIONAL ADVICE OR SERVICES TO YOU, NO SITE CONTENT IS INTENDED TO SERVE AS OR SHALL BE DEEMED FINANCIAL, INVESTMENT, LEGAL, TAX, ACCOUNTING OR OTHER REGULATED ADVICE, AND THAT YOU SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR USE OF ALL SITE CONTENT AND ACKNOWLEDGE THAT ANY RELIANCE UPON THE SITE CONTENT SHALL BE ENTIRELY AT YOUR SOLE OPTION AND RISK. ALL CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IMPACTWAYV AND ITS THIRD-PARTY CONTENT PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF THE SITE CONTENT. IMPACTWAYV SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATION PUBLISHED ON LINKED WEBSITES, CONTAINED IN ANY USER SUBMISSIONS PUBLISHED ON THE SITE, OR PROVIDED BY THIRD PARTIES. ALL DISCLAIMERS MADE IN THIS SECTION, OR OTHERWISE HEREIN, ARE MADE FOR THE BENEFIT OF IMPACTWAYV AND ANY AFFILIATED OR SUBSIDIARY ENTITIES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS AND SUPPLIERS AND ANY OF THEIR SUCCESSORS OR ASSIGNS.

While ImpactWayv will use its reasonable efforts to assure the timeliness, integrity, and security of the Site, it does not guarantee that the Site is or will remain updated, correct, secure, or complete or that your access to the Site will be uninterrupted. The Site may contain information, inaccuracies, or errors that conflict with the provisions of these Terms of Use. It is also possible that third parties may make unauthorized changes to the Site. In the event you come upon such unauthorized changes, please notify us at legal@impactwayv.com.

14.   Limitation of Liability. IF YOU ARE AN INDIVIDUAL USER, YOU MAY HAVE CERTAIN ADDITIONAL RIGHTS WITH REGARD TO THE SERVICES PROVIDED UNDER THIS TERMS OF USE. PLEASE REFER TO YOUR LOCAL CONSUMER AGENCY FOR ADDITIONAL INFORMATION ABOUT YOUR RIGHTS.  If not covered by the foregoing rights, ImpactWayv shall not be liable to you or any third party claiming through you for any damages in connection with your use of any ImpactWayv services, your inability to use the Site or any content appearing on the Site caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communications line failure, theft or destruction or of any unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. In no event will ImpactWayv or its content providers be liable to you, or any third party claiming through you, for any indirect, consequential, exemplary, punitive, special or incidental damages, including without limitation, damages arising from claims related to personal injury or death, loss of data, loss of time lost revenue, lost profits, commercial loss, loss of economic opportunity, loss of use or other economic advantage, change in applicable government regulations, regardless of the form of the action and regardless of whether ImpactWayv has been advised of the possibility of such damages. These limitations may not apply in cases of personal injury, death, or fraud.  In no event will the total, cumulative liability of ImpactWayv for damages under this Agreement exceed one hundred dollars ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

15.   Indemnification.  You hereby indemnify, defend, and hold harmless ImpactWayv and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, and attorneys and their respective heirs, successors, and assigns (“ImpactWayv Indemnified Parties”) from and against any and all liability, expenses, costs, or other losses (“Losses”) incurred by ImpactWayv and/or ImpactWayv Indemnified Parties in connection to any claims arising out of your use of the Site and/or any breach by you of these Terms, including the representations, warranties and covenants you made, if any, by agreeing to these Term. ImpactWayv reserves the right to assume, at its own expense, the exclusive defense and control of any matter otherwise subject to indemnification by you.

16.   Third-Party Websites and Providers.  We may provide links to third-party websites, and some of the content appearing to be on this Site is in fact supplied, supported, or provided directly or indirectly by third parties, for example, in instances of framing of third-party websites or incorporation through framesets of content supplied by third-party servers. ImpactWayv has no responsibility for these third-party websites, which are governed by the terms of use and privacy policies, if any, of the applicable third-party content providers.

Other websites may link to the Site with or without our authorization.  Any such link does not imply any endorsement by ImpactWayv or any affiliation with its operator.  Such links may be blocked by ImpactWayv at any time.

17.   Authority and Accuracy. In consideration of your visiting and using the Site, you represent that you are able to form a binding contract. You also agree that any information you provide about yourself is accurate and complete information at the time provided. You agree to update any information provided to ImpactWayv to keep it accurate and complete. Failure to timely and accurately provide updated information about you is reasonable grounds for ImpactWayv to suspend or terminate your account and to refuse you service in the future.

18.   Password Restricted Areas of the Site. Certain areas of the Site may be password restricted to registered users ("Password-Protected Areas"). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify ImpactWayv if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify ImpactWayv of any unauthorized use of your account or any other breach of security in relation to your password or the Site that is known to you.

19.   License to ImpactWayv.  ImpactWayv does not claim ownership of content (including photos and graphics) you submit or make available for inclusion on the Site; however, you hereby grant ImpactWayv a world-wide, royalty free and non-exclusive license to use, distribute, reproduce, modify, adapt, analyze, exploit or to create derivative works and to publicly display such content, including any business name or logo, in connection with ImpactWayv’s business in any format or media now known, or hereafter developed, and for any purpose. You acknowledge and agree that information that you submit or make available for inclusion in publicly accessible areas of the Site, may be viewed by the public.

20.   Notification Procedures and Changes to these Terms.  ImpactWayv may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by ImpactWayv. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification as described in these Terms. ImpactWayv is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. ImpactWayv may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Site after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Site.

21.   Amicable Dispute Resolution and Arbitration. For any dispute with ImpactWayv you agree to first contact ImpactWayv at legal@impactwayv.com with a detailed statement of all of the facts and issues in dispute (the “Dispute”).  The parties shall attempt to resolve the Dispute with ImpactWayv informally and/or by mediation. In the unlikely event that ImpactWayv has not been able to resolve a Dispute it has with you after attempting to do so informally for a period of not less than ninety (90) days, we each agree to resolve any Dispute, claim, or controversy (excluding any ImpactWayv claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof, or any transaction relating to the Site by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules then in effect for the AAA, except as provided herein. The arbitration hearing will be conducted by teleconference or videoconference, rather than in-person appearance, unless the arbitrator determines, upon appropriate motion, that an in-person hearing is warranted. In which case, the hearing will be held in New York, NY, unless you and ImpactWayv agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include the costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have no authority to alter or amend any of these Terms of Use.

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, intellectual property rights, or other proprietary rights. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and ImpactWayv are each waiving the right to a trial by jury or to participate in a class action.

22.   Miscellaneous.

a.       These Terms of Use and the relationship between you and ImpactWayv shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. You and ImpactWayv agree to submit to the personal and exclusive jurisdiction of the courts located within New York County, New York.

b.       You agree that, except as otherwise expressly provided in this Terms of Use, there shall be no third-party beneficiaries to this agreement.

c.       The failure of ImpactWayv to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the other terms and provisions of the Terms of Use shall remain in full force and effect.

d.       You agree that your ImpactWayv.com user account is non-transferable and your access to your account or its contents may be terminated at any time in ImpactWayv’s sole discretion for breach of these Terms of Use, fraudulent or illegal activity or based on inactivity and lack of transactions on the Site.

e.       You agree that any claim or cause of action that you have arising out of or related to use of any services provided on our Site or these Terms of Use must be filed within one (1) year after the date that such claim or cause of action arose or be forever barred.

f.        These Terms of Use constitute the entire agreement between you and ImpactWayv and govern your use of the Site.  They may not be amended, except by a signed written agreement between ImpactWayv and any user.

Your Questions. If you have questions regarding these Terms of Use, you should contact ImpactWayv by e-mailing legal@impactwayv.com and writing "Terms of Use" in the subject line. You may also write to ImpactWayv Inc., 270 Madison Avenue, 16th Floor, New York, New York 10016.