Terms of Use

Welcome to our Terms of Use. This is important and affects your legal rights, so please read them and our Privacy Policy and other terms referenced in this document carefully.

Use and Acceptance

This website (the "Site"), and any tools and/or services offered and/or provided by ImpactUs Marketplace LLC and/or its affiliates ("ImpactUs" or “us”) through this Site (collectively, the "Services"), are offered to you conditioned upon your acceptance without modification of these Terms of Use. Please read these Terms of Use carefully. By using this Site or any Services, you agree to these Terms of Use. If you do not agree to these Terms of Use, you may not use this Site or any Services offered or provided through this Site. For account holders subject to a separate customer agreement with ImpactUs, in the event of a conflict, the terms of your separate customer agreement will control.

These Terms of Use were last updated on June 27, 2016

Use of the Site

The Site is intended only for your personal, non-commercial use, unless you and ImpactUs have agreed otherwise in writing. We shall use reasonable efforts to operate and maintain the Site and to permit you to access and use the Site in accordance with these Terms of Use. You agree to comply with all prohibited by applicable law, including without limitation fraud, money laundering, or market manipulation,

Authorized Access

If you are a registered user, someone who provides personal information on the Site to obtain a user name and password, you should limit access to and use of the Site through your personal user name and password to authorized individuals. You will establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals. You assume full responsibility for any use, unauthorized use or misuse of the Site by anyone you authorize to use or access the Site on your behalf through your user ID and password.

License to Use the Site

We grant you a revocable, personal, limited, non-exclusive and non-transferable license to (a) access and use the Site only as permitted in the Terms of Use, and (b) download, copy, display and distribute materials and content on the Site that portion that resides on your computer system and allows you and your authorized persons, if a register user, access to the Site.

You agree not to, and shall cause each of your authorized persons not to, do any of the following without our prior written consent: (i) use the Site for any purposes other than as set forth in the Terms of Use; (ii) copy any portion of the Site without retaining all copyright and other proprietary notices on the content and materials; (iii) resell or otherwise distribute any of your User IDs and passwords, if a registered user, to any other party other than your authorized person; (iv) reverse engineer, decompile, disassemble or otherwise attempt to discern any algorithms, codes, software design or architecture of the Site; (v) take or authorize any action that could detrimentally interfere with the proper workings of the Site;(vi) knowingly introduce or permit the introduction of any computer viruses, worms, bombs, Trojan horses, trap/back doors, stop codes, protect codes, morphic code, time releasing, tunneling or other harmful, malicious or destructive codes or other software routines or hardware components designed to permit unauthorized access or to disable, erase or otherwise harm the Site; and (iv) use the Site for any illegal purposes or in any manner inconsistent with the provisions of the Terms of Use.

We reserve the right to prohibit access to anyone whom we determine are violating these Terms of Use, restricting or inhibiting any other user from using or enjoying the Site, or whose conduct we reasonably determine may constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

Copyrights and Trademarks

This Site and the Services may contain copyrighted works and trademarks and other proprietary material owned by us or our third party content providers and are protected by U.S. copyright laws. The copyrighted materials on the Site include, but are not limited to, the text, design, software, images, graphics, source code, and the content on the Site. You may download and use the information available from this Site for your informational purposes only. You may display, copy, distribute, download content and materials on this Site, and print copies of pages from this Site for your personal purposes or business purposes in the case of investment advisors only unless prior written authorization is obtained from ImpactUs, provided that each copy includes any copyright, trademark, service mark notice and other proprietary notices as they appear on the content and materials, on the relevant pages.

You may not publish, post, transmit, transfer, link to, license, store, transfer or distribute material or images from this Site for commercial gain without ImpactUs’ prior written consent. You also may not modify, alter, revise or create derivative works of, or republish all or any portion of the Site for any commercial or public purpose without ImpactUs’ prior written consent.

No Recommendations or Legal, Tax or Investment Advice Provided

ImpactUs provides the content of the Site for informational, educational and noncommercial purposes unless agreed to by ImpactUs in writing. Although the Site may provide data, information and content relating to opportunities to buy securities, you should not construe any such information as investment, financial, legal, or tax advice. Nothing on the Site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security posted on the Site or any third party by ImpactUs. Certain investment tools available on the Site may provide general investment education based on your input. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.

Suspension or Limitation of Marketplace or Information

We shall have the right to restrict access to, or to impose limits or suspend the use of the Site, either generally or in respect of specific products, Services or users, or to discontinue transmitting any or all (x) data, analytics, research or other information contained in, displayed on or generated by the operation of the Site or (y) data submitted to the Site by user, if in our reasonable determination any of the following circumstances occurs: (i) a full or partial system failure or any other circumstance where it is not practicable to provide the Site; (ii) a breach in the security of the Site; (iii) a material breach by user (or its affiliates) of its obligations under these Terms of Use; or (iv) any such action would be appropriate in order to comply with applicable laws or for the benefit of the Site and/or the users, including without limitation for reasons relating to market conditions either generally or in respect of any particular Service and/or product. Where we take any of the foregoing actions with respect to a user, we shall, to the extent reasonably practicable, give prompt notice to user. We shall not have any liability to you for suspending or terminating access to the Site in accordance with the foregoing. You agree that it shall be a material breach of the Terms of Use to evade, or attempt to evade, any suspension, restriction or limitation imposed under these Terms of Use.

Control of the Marketplace

ImpactUs shall have sole discretion and control over, and the right to modify at any time, the Site's functionality, configuration, appearance and content, including without limitation: (i) the selection of products and/or Services generally available on the Site; and (ii) the availability of the Site with respect to particular products and/or Services at any particular times or locations.

Limitation of Liability

By accessing this Site or receiving any Services, you agree to waive all claims against us and all third party content providers regarding this Site, the information provided on this Site and information received by you as a result of using the Services, and any use by you of such information. You agree that under no circumstances shall ImpactUs or any other party involved in creating, producing, or delivering this Site or its contents or services be liable to you for any damages, including, but not limited to any direct, indirect, incidental, special or consequential damages or damages for loss of profits, good will, business interruption, use, data, equipment or other intangible losses (even if we have been advised of the possibility of such damages) that result from (1) the use of or inability to use this Site or any Services; (2) the consequences of any decision made or action or non-action taken by you or by anyone to whom you communicate such information, or for any errors by you in communicating such information; (3) the cost of substitute services; or (4) any other matter relating to the content, services or distribution of Services through this Site. We shall not be liable for damage or injury to persons or property arising from any use of any product, information, procedure, or service obtained through this Site.

Our entire liability and your exclusive remedy for any dispute or claim related to these Terms of Use, the Site, any Services or the Online Privacy Policy is your cessation of the use of this Site and any all Services. In jurisdictions that do not allow an exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions liability is limited to the fullest extent permitted by law.

ImpactUs cannot and will not assume any liability for unauthorized or fraudulent use of this Site and any Services.

Indemnification

You agree to indemnify and hold us and our affiliates, and our respective directors, officers, members, employees and agents, successors and assigns (each, a "ImpactUs Party") and third party content providers harmless from and against all losses, liabilities, claims, damages, settlements, penalties, judgments, awards, actions, suits and costs whatsoever, including reasonable attorneys' fees and disbursements and the costs of enforcing this indemnity (collectively, "Losses"), based upon, arising out of, or relating to any third-party claim, demand, action, suit or proceeding of any nature (a "Proceeding") against an ImpactUs Party, that arises out of or relates to, (i) any access, use, unauthorized use, inaction or misuse of the Site by you, or by any of your directors, officers, members, employees, agents or authorized persons, including any breaches of the security of the Site’s system or any access or entry into any of ImpactUs’ or its affiliates’ other systems not covered by these Terms of Use; and (ii) those related to any content you submit, post to or transmit through this Site, your use of this Site or the Services, your connection to the Site, you violation of these Terms of Use, or any harm you cause another user.

Warranty Disclaimer

THE information contained on this site and the SERVICES ARE PROVIDED on an “AS-IS” “as available” basis. To the fullest extent permitted by law, we disclaim all WARRANTIES of any kind, whether EXPRESS OR IMPLIED, with regard to information contained on this site and any service, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE and non-infringement, ANY IMPLIED WARRANTY ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND OF ANY OTHER WARRANTY OR OBLIGATION WITH RESPECT TO THE SITE, SYSTEM OR ANY SOFTWARE OR OTHER MATERIALS MADE AVAILABLE TO USER AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED. THERE IS NO GUARANTY THAT THE SERVICES PROVIDED BY IMPACTUS WILL MEET THE USER'S REQUIREMENTS, BE ERROR FREE, OR OPERATE WITHOUT INTERRUPTION. IMPACTUS GIVES NO WARRANTIES OF ANY KIND AS TO THE FITNESS, CAPACITY, OR CONDUCT OF ANY OTHER PERSON HAVING ACCESS TO THE SITE AND SHALL NOT BE HELD LIABLE TO OR THROUGH USER OR OTHERWISE FOR ANY USE OR ABUSE WHATSOEVER OF THE SITE BY ANOTHER PERSON HAVING ACCESS TO THE SITE, INCLUDING, WITHOUT LIMITATION, ANY FAILURE TO OTHERWISE ACT LAWFULLY. We and the third party content providers cannot and do not guarantee or warrant that the LINKS OR files available for downloading from this site and any service will be free from infections or viruses, worms, Trojan horses, or other code with contaminating or destructive properties. You hereby agree to release and hold us harmless from any and all claims, losses, expenses or damages relating to any disclaimed warranty described in this paragraph.

Protecting Your Information

To protect your personal information from unauthorized access and use, we use a variety of security measures to maintain the safety of your personal information when you enter, submit, or access your personal information. Contracts with our service providers require them to restrict access to your non-public personal information, and to likewise maintain physical, electronic and procedural safeguards against unintended disclosure. In addition, we have internal policies governing the proper handling of client information by employees.

However, the security of this information also depends in part on the security of the computer you use to communicate with us, the security you use to protect User IDs and passwords, and the security provided by your internet access services provider. We are not responsible for the security of your internet access services provider; you should review the security and privacy policies of your internet access services provider carefully. Information that you access via this Site may be stored on your computer during your session for your convenience. If others have access to your computer or your User ID and password, they may be able to access this information. In any area of the Site requiring a password, you should log off the Site when you are done viewing information or whenever you leave your computer. We are not responsible for the security or privacy of information communicated to or from such a computer. Finally, you should keep any correspondence you receive relating to this Site or the Services (including, but not limited to, your User ID, passwords, other registration information, emails, order information, or any other information) confidential and in a safe place

Severability

If a court or arbitrator determines that any Term of Use is illegal or unenforceable, then such term will be eliminated and the remaining Terms of Use will remain in full force and effect.

Entire Agreement

These Terms of Use constitute your entire agreement with ImpactUs regarding this Site and any Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and us with respect to the Site or the Services. If you are a registered user, you will be required to sign a separate customer agreement with ImpactUs governing the terms and conditions of your account. For registered users, in the event of a conflict, the terms of your separate customer agreement will control.

U.S. Jurisdiction

We make no representation that this Site is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this Site at your own risk and you, not us, are responsible for compliance with any applicable local and national laws.

This Site and/or the Services may not comply with legal requirements of foreign countries, therefore the Site, its contents and the Services are intended only for access and use by United States residents and are presented solely as a service to visitors and/or users located in the United States of America and its territories.

Governing Law; Choice of Law and Forum

These Terms of Use are governed by and construed in accordance with the laws of the District of Columbia, without giving effect to any principles of conflicts of law. You expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute with us, our employees, contractors, officers, directors, members and third party content providers or relating in any way to your use of this Site or the Services resides in the state or federal courts in the District of Columbia and you further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought under these Terms of Use. WE AND YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THE SITE, SERVICES OR these terms of use to the fullest extent permitted by law. You understand that absent this provision, you would have the right to sue in court and have a jury trial.

Accurate Information and Content Submissions

You agree to provide true, accurate, current and complete information about yourself when you elect to provide personal information to us. You also agree to maintain and promptly update any such information to keep it accurate.

Other than information addressed under our Online Privacy Policy, any information or materials submitted to the Site will be treated as non-confidential and non-proprietary and you thereby grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such material throughout the world in any form, media, or technology now known or hereafter developed and may be used by us anywhere, anytime and for any reason whatsoever.

Third Party Services and Sites

ImpactUs has engaged various third party service providers to provide Services for the Site. Although we have chosen certain third party service providers, we have no responsibility for any action or failure to act by a third party service provider, and will not be held liable for any such action or failure to act. We will work in good faith to facilitate the ability of third party service providers to provide their services, however, each such third party service provider, and not ImpactUs, is solely responsible for its activities related to the Site.

This Site provides links to other websites that we think might be of interest to our users ("Linked Sites"). Please note that when you click on one of these links, you may be moving to another provider's website. These Linked Sites and their providers are not controlled by us, and we are not responsible for the contents or the proper operation of any Linked Site. The inclusion of any link does not imply our endorsement. We encourage you to read the terms of use and privacy statements of these Linked Sites as their policies may differ from ours. By using the Site, you expressly acknowledge and agree that we shall not be responsible for any damages, claims or other liability arising from or related to your use of any third-party website.

When accessing any third-party/external sites that may be linked on the Site, you will leave the ImpactUs website. These sites are not controlled or endorsed by ImpactUs, and ImpactUs is not responsible for the contents, operation or security of these sites.

Termination

You can terminate your use of the Site at any time by ceasing further use of the Site. We may terminate your use of the Site and deny you access to the Site in our sole discretion for any reason or no reason, including your violation of these Terms of Use.

Site Modifications/Updates

We reserve the right to change or discontinue any aspect of the Site at any time. We do this to improve the quality of the Site that we provide to you and other users.

Modifications to the Terms of Use

ImpactUs may change these Terms of Use from time to time without notice to you. You should revise these Terms of Use each time you use this Site or a Service to make sure you agree to them. By using this Site or Services or engaging in any of the activities described in these Terms of Use after changes have been made to these Terms of Use, you are agreeing to accept and comply with those changes.

No Third Party Rights

Nothing in the Terms of Use shall confer or purport to confer any rights on any other third party.

Privacy

Your use of the Site is also governed by our Online Privacy Policy. Please read this document carefully.