1. Legal Agreements
Thanks for using Impacti. We're glad you've joined our community of small and medium businesses making positive impact on climate change and the Sustainable Development Goals.
You will find below important legal terms that apply to anyone who visits our website, our web applications or uses our services. We’ve written them to protect both you and us and to create enjoyable user experiences for all members of our online community. These Terms are a legally binding contract between you and Impact regarding your use of any Impacti Service - so please read them carefully.
1. Legal Agreement
These Terms (the “Agreement”) apply to our web application accessible at webapp.impacti.solutions, along with our related websites, networks, applications, mobile applications and other services provided by us (collectively, the “Services”). By clicking or tapping on a button indicating your acceptance of this Agreement, by executing a document that references them, or by using the Services offered by Impacti LLC (“Impacti” “we,” or “us”), you are confirming that you have read, understand and accept these Terms. If you do not read, fully understand and agree to this Agreement, you must immediately leave the Impacti website and web application, and avoid or discontinue all use of our Services.
If you will be using the Services on behalf of a company, organization or entity, you agree to these Terms on behalf of that company, organization or entity, and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that company, organization or entity.
These Terms can be updated from time to time. You are responsible for regularly reviewing the most current version of this Agreement, which is published at https://webapp.impacti.solutions/terms-conditions
. We will notify you of any changes that, in our sole discretion, materially impact this Agreement. Continued use after any such changes have been made will constitute your consent to such changes. When we change the Terms, we will update the “Last Modified” date above.
2. Our Services
Impacti's Services help our users tell their own impact story. We build tools for our users to easily build credible and beautiful impact measurement and management (IMM) systems - without needing to be tech savvy or a sustainability guru. Using our tools, our users can discover sustainability opportunities suited to their business, keep updated on relevant news and opportunities, make connections with other sustainable businesses and partners, and build profiles to communicate and report on their impact. We believe in the power of bringing together businesses of all sizes to crowdsource their voices and ideas to push the cutting-edge of sustainable innovation forward faster.
3. Your Account
3.1 Who can use Impacti
Our Services are designed for all businesses, but especially small and medium sized businesses (SMBs) and larger companies working together with SMBs to build sustainable operations, supply chains and products and services. We welcome all businesses seeking to discover opportunities to make positive environmental and social impact, looking to build credible, beautiful and data-backed impact reporting, and interested in crowdsourcing ideas and actions within an online community of sustainable businesses, business associations, governments and other strategic partners.
3.2 Who cannot use Impacti
We work to welcome a broad global community of businesses to use our Services. However, you cannot use Impacti if:
- You are under eighteen (18) years of age or otherwise lack the legal right and authority to form a legally binding agreement for yourself or on behalf of the company, organization or entity that you represent;
- You are prohibited from receiving our Services under applicable laws; or
- We have previously disabled your account for breaches of our Terms or Policies
3.3 How to create an account
To access and use our Services, you must register for an Impacti account (“Account”), by providing your business name, a valid email address and any other information indicated as required. Impacti may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
When creating an account you must:
- Agree to use our Services for business or organizational purposes only, not personal, household or family use.
- Create only one primary account for your business even if it consists of multiple units working on sustainability issues. Unlimited secondary accounts can be created for units under your primary company account.
- Provide and keep up-to-date a valid email address linked to your business.
- Provide accurate and complete information, including your company’s country of incorporation.
- Use the same name as you call your business in your marketing and commercial documents.
- Keep your password secure and confidential, and do not transfer your account to anyone else.
- Follow all applicable laws and regulations.
3.4 Who owns your account
As between you and others, your account belongs to you. However, if the Services were purchased by another party for you to use (e.g. supply chain buyer, donor, development partner), the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal data.
In case of a dispute on User Account ownership, we reserve the right to determine ownership to a User Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so and/or suspend a User Account until the parties disputing such ownership, reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, a business license) that may assist us in determining ownership.
3.5 Your liability for your account
You are solely and fully responsible for anything that happens through your User Account, whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities. Impacti cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
In the case of detected misuse, you must immediately change the password to your User Account, close your User Account or promptly report misuse to Impacti at email@example.com.
3.6 How Impacti can communicate with you
You confirm your consent to receive communications from Impacti related to your use of and new updates on our Services. You agree that we will provide notices and messages to you in the following ways: within the Services or sent to the contact information you provided us (e.g., email, mobile number, physical address. You agree to keep your contact information up to date. You can opt out of receiving communications from us by sending an email request to firstname.lastname@example.org.
3.7 How inactive accounts can be deleted
Impacti may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 18 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to confirm that your account is still active.
4. Using Impacti Services
4.1 Impacti's intellectual property rights
All rights, title and interest in and to the Impacti Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Impacti Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to Impacti.
Impacti claims full ownership and all intellectual property rights over Content offered by Impacti for use and display within our Services (“Licensed Content”), which includes but is not limited to:
- the GHG calculation methodology used in CARBON
- the data visualizations and tables on the Dashboard in CARBON
- the SDG Impact Opportunity framework and sample business actions available in SDG
- the SDG Business Action Library and Indicator Library in SDG
- the GENDER Themes (eight) framework in GENDER
- the GENDER Business Action Library and Indicator Library in GENDER
- the on-screen instructions, support and guidance text available throughout our Services
- any reporting, infographic and other templates
- any sample content featured in our templates, including without limitation text, photos images, graphics, audio and video
4.2 Your rights to use the Services
Subject to your full compliance with this Agreement and timely payment of all applicable Fees, Impacti hereby grants you, upon creating your User Account and for as long as Impacti wishes to provide you with the Impacti Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Impacti Services and Licensed Content, for the purpose of generating and displaying your User Content, solely as expressly permitted under this Agreement.
These Terms do not convey any right or interest in or to Impacti’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in this Agreement constitutes an assignment or waiver of Impacti’s Intellectual Property rights under any law.
In addition to the above, certain data sets and services made available to you within the Impacti Services, are licensed to Impacti by a third party provider, and are therefore subject to additional license terms of such provider. Such additional license terms are summarized and available for your review in “More Information” pages in the Impacti Services where relevant.
4.3 List of Don'ts regarding your use of the Services
You agree and undertake not to:
- copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Impacti Website and Impacti Services (or any part thereof), any Licensed Content and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Impacti’s prior written and specific consent and/or as expressly permitted under this Agreement;
- sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or Impacti Services, except as expressly permitted by this Agreement;
- access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;
- publish and/or make any use of the Services or Licensed Content on any website, media, network or system other than those provided by Impacti, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Services, and/or Licensed Content (or any part thereof), except as expressly permitted by Impacti, in advance and in writing;
- use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Impacti Services (or its data and/or Licensed Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the Impacti Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Impacti Service;
- act in a manner which might be perceived as damaging to Impacti’s reputation and goodwill or which may bring Impacti into disrepute or harm;
- purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Impacti or Impacti Marks and/or variations and misspellings thereof;
- remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Services and/or Licensed Content;
- solicit other users to sell, promote, market or otherwise distribute commercial products and services unless authorized by Impacti in advance and in writing;
- use any illegal action to collect login data and/or passwords for other websites, third parties, software or services;
- phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;
- misuse our Services by interfering with their normal operations, or attempting to access them using a method other than through the interfaces and instructions that we provide;
- unless authorized by Impacti in writing, you may not probe, scan, or test the vulnerability of any Impacti system or network;
- take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
- upload to the Services or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; or
- circumvent or attempt to circumvent any limitations that Impacti imposes on your account (such as by opening up a new account under a different name after being removed from our Services).
You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you at our sole discretion – with or without further notice to you, and without any refund of amounts paid on account of any such Services.
4.4 Specific user rights related to use of emission factors
As noted in clause 7.2, Impacti Services source country emission factors from the International Energy Agency's 2020 Emission Factor database. In accordance with our License Agreement with OECD/IEA, you agree not to disclose or disseminate the IEA Factors to any third parties except in the following case:
You may only disclose the IEA Factors relevant to your emissions calculations in sustainability reports to third parties for the purposes of emissions reporting (e.g. to CDP) and/or audits and only to the extent they are required to do so by the relevant entity to which they report and/or which audits them. You are not permitted to reproduce the IEA Factors in reports issued to the public such as in Annual Reports or similar.
4.5 Our Service Rights and Obligations
We reserve the sole discretion as to the means, manner, and method for performing the Services, including those regarding the hosting, transmission, publication and/or display of any User Content.
We retain the the right to offer the Services in alternative price plans and impose different restrictions as for the upload, storage, download and use of the Services in each price plan, including, without limitation, access to features, tools, templates, libraries and guidance; restrictions on network traffic and bandwidth; size and/or length of User Content; quality and/or format of User Content; sources of User Content; volume of download time; number of users with rights to insert, upload and modify User Content; number of authorized external viewers of your User Content, etc.
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law):
- we may change parts or all of the Services and their functionality;
- we may suspend or discontinue parts or all of the Services;
- we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services;
- we may terminate, suspend, restrict or disable access to your Accounts or parts, some or all of Your Sites; and
- we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).
We may release products and features that we are still testing and evaluating. Those Services will be marked as beta, preview, early adopters or early access (or a similar phrasing), and may not be as reliable as our other Services.
4.6 Feedback and Suggestions
We regularly release new features and updates to the Impacti Services and value the feedback provided by our users to prioritize each round of Service improvements. Feedback forms are available throughout the Impacti Services and we invite you to submit any bugs you experience as well as ideas for future features, help text, tools and any other Service improvements.
If you provide us with any suggestions, comments or other feedback relating to the Impacti Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Impacti.
By providing such Feedback to Impacti, you acknowledge and agree that we may use it in order to:
- further develop, customize and improve of the Impacti Services;
- provide ongoing assistance and technical support;
- contact you with general or personalized Impacti-related notices and/or interview requests based on your feedback or otherwise;
- facilitate, sponsor and offer certain promotions, and monitor performance;
- to create aggregated statistical data and other aggregated and/or inferred information, which Impacti may use to provide and improve its services; or
- to enhance Impacti data security and fraud prevention capabilities.
You represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; irrevocably assign to Impacti any right, title and interest you may have in such Feedback and explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.
5. Your User Content
5.1 Your rights over your User Content
As between you and Impacti, you own the content and information that you submit or post to our Services, including without limitation text, photos, images, audio, video, logos, stickers and any other materials (“User Content”). User Content includes without limitation content you post to your public News Feed, company information and materials included in your Impact Profile, and widgets created in MANAGE that you create or publish using our Services.
5.2 Your license to Us
You grant Impacti a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with our Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect our Services. This Section does not affect any rights you may have under applicable data protection laws.You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.
5.3 How you can share and access information
Our Services allow messaging and sharing of information in many ways, such as in your Impacti Profile, Newsfeed posts, and through website links. Information and content that you share or post may be seen by other users or others (including off of the Services). Likewise, you can access and read information and content shared by other users, Impacti and its partners.Open information sharing is important to feed into the effort to crowdsource business innovations on sustainability and inform the peer-to-peer learning process across the Impacti community.
5.4 Your rights to privacy settings
We recognize that you may want to put in place privacy settings to limit sharing of specific User Content, especially related to company business performance, to allow viewing by internal company personnel only and/or to certain stakeholders. Our Services permit you to choose privacy settings for your User Content. Where we have made privacy settings available, we will honor the choices you make about who can see content or information.
5.5 Your obligations regarding your User Content
You agree to share information responsibly, comply with Section 4.3, our Community Standards Policy
and make the following representations:
- Accurate and Relevant. You represent and warrant that the information and content you share is factually accurate and relevant to your company’s sustainability goals, initiatives and performance.
- No Infringement of Third Party Rights. You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights.
- Only Authorized Websites. You represent and warrant that you have (and will maintain) the full power, title, licenses, consents and authority to allow Impacti Services to access any websites, web pages and/or other online services, for the purpose of importing, copying, displaying, uploading, transmitting and/or otherwise using, your User Content.
- Legal Compliance. You represent and warrant that your use of the Services is in compliance with applicable laws and any other contractual terms which govern your use of our Services, including those specific laws applicable to you and your End Users in any of your geographical locations.
- No Harmful Content. You agree and undertake not to submit, transmit, display or otherwise make available any User Content, or use Licensed Content in a context, which may be deemed as malicious, defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Impacti or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval.
- Only Authorized Personal Information. You represent and warrant that you have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto.
- No Impersonation. You represent and warrant not to impersonate any person or entity or provide false information on the Impacti Services whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Impacti, other Users or external audiences.
- No Spam. You represent and warrant not to use any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising.
- Respect Privacy Rights. You represent and warrant not to reverse look-up, trace, or seek to trace another User of our Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services without their express and informed consent.
5.6 Impacti's right to remove content
We are not obligated to publish any information or content on our Service and can remove it in our sole discretion, with or without notice.We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law and are sent to us at email@example.com. We reserve the right to delete or disable content alleged to be infringing, and to terminate Accounts of repeat infringers without any refunds.
6. Our Data Analytics and Research
We use data, including User Content and Feedback, to conduct research and development for our Services in order to provide you and other users with a better, more intuitive and personalized experience, drive membership growth and engagement on our Services, and help connect businesses to each other and cutting-edge ideas, opportunities and partnerships on sustainability.
We seek to provide each User with a customized experience using Impacti Services, so that you are not overwhelmed with information but receive content most relevant to your own preferences. At the same time, we work to add value to the User Content shared in our Services by analysing all available User Content to research sustainability trends and identify their relevance in different sectors, locations, for different company sizes and other factors.
When we share or publish our findings it is for the benefit of all Users and presented as aggregated data rather than individual business data. We use your data and User Content to produce and share insights that do not identify you.
7. Third Party Sites and Services
7.1 No liability for third party sites and services
The Services may contain links to third party sites and services. When you access third party sites and services, you do so at your own risk. We don’t control and aren’t liable for those sites and services and what those third parties do. Your security is your responsibility.
7.2 Source of country emission factors
The country emission factors (EFs) used in the Impacti Services are sourced from the International Energy Agency (IEA) 2020 Emission Factors database obtained under a license agreements between the Organization for Economic Co-operation and Development, acting for IEA, and Impacti.
7.3 Acknowledgements of Third-Party Attributions, Copyrights and Licenses
Our Services includes software, content, data or other materials, including related documentation, that are owned by third parties and that are provided to Impacti on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). A list of all materials included in the Software and provided under Third-Party Licenses can be found at the following in our Third Party Attributions
document and the applicable Third-Party Licenses are accessible via links therefrom. You are also bound by and shall comply with all Third-Party Licenses. Any breach by you of any Third-Party License is also a breach of this Agreement.
9.1 How to pay to access Premium Services
The use of certain Impacti Services may be subject to payment of particular fees, as determined by Impacti in its sole discretion (“Premium Services”). We will provide notice of such Fees then in effect in relation to such Premium Services. If you wish to receive or use any of our Premium Services, you agree to pay us the applicable fees and taxes and to additional terms specific to the Premium Services. Failure to pay these fees will result in the termination of your Premium Services. Also, you agree that:
- All Fees shall be deemed to be in U.S. Dollars, except as specifically stated and exclusive of all taxes, levies or duties imposed by taxing authorities for which you will be responsible for paying. We are not responsible for any additional fees or costs you incur, including international transaction fees, exchange fees or fees due to banks or credit card companies.
- We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
- If you received a discount or other promotional offer, we shall have the right to automatically and without notice renew your access plan to such Service(s) at the full applicable Fee at the end of the promotional period.
- All of your purchases of Services are non-refundable.
- We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
9.2 Automatic renewable of payment plans
If you purchase a plan, your payment method automatically will be charged at the start of each access period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date through your account at https://webapp.impacti.solutions
9.3 Our right to change fees and plans
Impacti continuously releases new features, data sets and guidance and makes these available to our Users. We reserve the right to change our Fees and Services offered within Paid Plans at any time, upon notice to you if such change may affect your existing access plans.
We will send an invoice on a monthly or annual basis, depending on the payment plan you choose, to the email address provided in your User Account.
If, at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees on your User Account (“Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the Services may be automatically disabled or terminated. Your use of the Services will not resume until you re-purchase an access plan for any such Services, and pay any applicable Fees in full, including any fees and expenses incurred by Impacti for each Chargeback received (including Fees for Impacti Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).
9.6 Third Party Processor
You may discontinue to use and request to cancel your User Account and/or any Services at any time by writing to firstname.lastname@example.org. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Services, and the effective date for cancellation of Premium Services shall be at the end of such Premium Services’ access period.
Notwithstanding anything to the contrary in the foregoing, with respect to access plans to Premium Services, such access will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least fourteen (14) days prior to the expiration of the then-current service period.
If your User Account or any Services related to your User Account are cancelled (whether at your request or at our discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content that was included in such Services (“Capacity Loss”). We shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account or User Content. Please also note that additional Fees may apply to re-activation of a User Account and/or any Services following their cancellation, as determined by us in our sole discretion.
11. Disclaimer and Limit of Liability
11.1 No Warranty
Impacti makes no warranty or representation about the Services, including any representation that the Services will be uninterrupted or error-free. We provide the Services (including content, templates and information) on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, Impacto disclaims any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
Notwithstanding anything to the contrary in the foregoing, in no circumstances may Impacti be considered as a “publisher” or “verifier” of any User Content. We do not in any way endorse any User Content, and assume no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the Services, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content.
Furthermore, we shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter. We encourage users to retain third-party verification of their sustainability reporting and data prior to sharing with external stakeholders.
11.2 Beta version
Please note that certain our Services are currently offered in their Beta version, and undergoing piloting and testing. You understand and agree that certain Services may still contain software bugs, suffer disruptions and not operate as intended or designated. Your use of the Services at this Early Adopters stage signifies your agreement to participate in the piloting, testing, feedback and improvement cycle.
11.3 Exclusion of Liability
To the fullest extent permitted by law (and unless Impacti has entered into a separate written agreement that overrides this Agreement), Impacti and its directors, officers, employees and agents will not be liable in connection with this Agreement for lost profits or lost business opportunities, reputation, loss of data or any other indirect, incidental, consequential, special or punitive damages. We will not be liable to you in connection with this Agreement for any amount that exceeds (a) the total fees paid or payable by you to Impacti for the Services in the twelve (12) months immediately preceding the event that gave rise to such claim, if any, or (b) 20 USD.
These limitations of liability are part of the basis of the bargain between you and Impacti and shall apply to all claims of liability (e.g. warranty, negligence, tort, contract,strict liability or any other legal theory, and law) even if Impacti has been told about the possibility of any such damage and even if these remedies fail their essential purpose.
These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Agreement and to the extent that they are typical in the context of this Agreement.
To the fullest extent permitted by law, you agree to indemnify and hold harmless Impacti and its directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your User Content; (c) your violation of any law or regulation or the rights or good name of any third party, including without limitation your reporting to stakeholders and other operations for which Impacti may be held jointly and severally liable.
11.5 Dispute Resolution
Before filing a claim against Impacti, you agree to try to resolve the dispute by first emailing email@example.com with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or Impacti may then bring a formal proceeding.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed.
12.1 Entire Agreement
This Agreement constitutes the entire agreement between you and Impacti regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement.
You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement.
12.2 Governing Law
You and Impacti agree that the laws of the State of Delaware, U.S.A., excluding conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services.
12.3 Waiver, Severability and Assignment
Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.
12.4 Events Beyonds Our Control
We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.