Last Updated: 11/30/2022
Welcome! Impact Local, Inc. (“we,” “us,” “ours” or “Impact Local”) provides a platform that helps users discover and support nonprofit organizations through our applications and websites, including getimpactlocal.com (collectively, the “Platform”) and related services (together with the Platform, the “Services”).
For purposes of these Impact Local User Terms of Service (“User Terms”), you are a user (“you,” “your,” “yours” or “End User”) of the Services. Sometimes we call you and us a “party” or together, the “parties.”
Nonprofit organizations, or persons acting on behalf of Nonprofit organizations, should consult our Nonprofit Terms for terms governing their use of the Services.
Please review these User Terms carefully. These User Terms govern your access to and use of the Services and your and our respective rights and obligations. By using the Services, you accept these User Terms and agree that you are legally bound by them.
We reserve the right to update or modify these User Terms at any time as provided in the Amendment Section below.
ARBITRATION, JURY TRIAL WAIVER AND CLASS ACTION WAIVER: EXCEPT AS OTHERWISE DESCRIBED IN THE DISPUTES SECTION BELOW, BY USING THE SERVICES, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW THE DISPUTES SECTION CAREFULLY.
BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ALL OF THESE USER TERMS. IF YOU DO NOT AGREE TO THESE USER TERMS, DO NOT USE THE SERVICES.
These User Terms contain defined terms that have specific meanings. Some terms are defined in this Section 2 and some terms are defined in other sections of these User Terms. You can tell that a term is being defined when it has quotation marks around it. Defined terms are also capitalized when used in these User Terms (except for when we refer to you/your/yours, us/we/ours or party/parties, which are terms defined in Section 1 that are not capitalized when used in these User Terms).
2.1 “Aggregated Data” means any data or data compilations aggregated, created or derived by us, or our affiliates or third parties on our behalf, from End User Content, Nonprofit Content or the use of the Services by Nonprofits or End Users that has been anonymized or deidentified.
2.2 “Applicable Law” means any law that applies to you or us in a given circumstance; this includes laws, regulations, court orders and arbitration determinations and agreements.
2.3 “End User” means donors, potential donors and any other users of the Services who are not acting on behalf of Nonprofit when they access or use the Services, which may include you.
2.4 “End User Account Data” means any information that relates to an End User’s use of the Services obtained by us, or our affiliates or third parties on our behalf, including Personal Information about an End User and information about an End User’s donations through the Services.
2.5 “End User Content” means content or other information End Users provide or make available in connection with their use of the Services at any time, including data, text, audio, video or images, but excluding Feedback. End User Content includes End User Account Data to the extent provided by the End User.
2.6 “Feedback” means any suggestion, enhancement request, recommendation, correction, change or other feedback regarding the Services or Impact Local Content, including from you or another End User.
2.7 “Impact Local Content” means content or other information created, derived, owned or licensed by or on behalf of Impact Local that we make available in connection with the Services.
2.8 “Nonprofit” means any organization that maintains the status of a 501(c)(3) nonprofit corporation under the U.S. Internal Revenue Code of 1986, as amended, or other nonprofit organization tax exempt status under United States law.
2.9 “Nonprofit Content” means content or other information that Nonprofits provide or make available in connection with their use of the Services at any time, including data, text, audio, video or images, excluding Feedback.
2.10 “Personal Information” means information that identifies, relates to or could reasonably be linked, directly or indirectly, with a particular individual or household, excluding information publicly available from government records or Aggregated Data.
Our Ownership of the Services
Between you and us, we own all right, title and interest in and to the Services and Impact Local Content, all components and derivative works of the Services and Impact Local Content and the copyrights, patents, trade secrets, trademarks and other intellectual property rights pertaining to any aspect of the Services and Impact Local Content. You acquire no ownership interest, derivative work or component of the Services or Impact Local Content through your use of it. You are not granted any right, title or interest in or to use any trademark, service mark, logo or trade name of Impact Local.
Nature of the Services
The Services consist of administrative services and a technology Platform that allow End Users to discover and support Nonprofits, including by making donations to Nonprofits. We are not a payment processor or financial institution and we do not hold any funds for End Users or Nonprofits. We use third party payment processors to process donations. We do not act as a broker for anyone. We do not solicit donations, engage in any solicitation activities or consult on the solicitation of donations on behalf of anyone. We do not endorse any Nonprofit, cause or fundraiser. We are not a 501(c)(3) nonprofit corporation or other tax-exempt nonprofit organization.
Informational Purposes Only
All information and content accessible in connection with the Services is for informational purposes only. No information or content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding using the Services, including making donations, you should consult your own financial, legal, tax or other professional advisor, as applicable. You understand and agree that all information and content accessed by you while using the Services is provided “as is” and your reliance on such information and content is at your own risk. The Services may contain typographical, technical, photographic or other errors, inaccuracies or omissions. We do not guarantee that the Services or any information or content provided through the Services is accurate, complete or current, including information about Nonprofits, or any End User Content, Impact Local Content or Nonprofit Content. We have not independently verified any information provided by End Users, Nonprofits or other third parties, and we disclaim any obligation to verify any such third-party information. You agree that, to the fullest extent permitted by Applicable Law, we have no liability for any errors, inaccuracies or omissions in any third-party information or other information made available to you through the Services. We have the right, but not the obligation to correct any errors, inaccuracies or omissions.
Changes to the Services
You acknowledge that the Services, including any feature, may be updated, removed or otherwise be subject to change in our sole discretion and without notice to you. You agree that we will not be liable to you or any third party for any change, suspension or discontinuance of the Services or any related feature.
Third-Party Links on the Services
The Services may include links, integrations or connections to third-party websites, applications, content or services. This inclusion does not imply review or endorsement by us; you proceed at your own risk to a third-party website, application or service. We do not warrant, and are not responsible for, the services, products, statements or claims made by or about a third party, or the actions or omissions of any third party. You must review and comply with any third-party terms of service or other provisions when accessing or using such resources.
Feedback and Comments
We encourage you to submit Feedback to us. If you provide us with Feedback via the Services or any other method, you grant us an exclusive, royalty-free, perpetual, irrevocable, transferable and sublicensable worldwide right and license to access, store, process, use, copy, record, modify, make derivative works from, translate, display, publicly perform, broadcast, transmit, publish, distribute, disclose, transfer, remove, sublicense, sell and export Feedback provided by you, in any form or medium, without restriction. You are prohibited from reposting, republishing or redistributing Feedback. We have the right, but do not assume any responsibility, to review, screen or approve Feedback. We have no obligation to keep Feedback confidential, to pay any compensation for Feedback or to respond to any Feedback. You are solely responsible for the accuracy and legality of any Feedback you make. We take no responsibility and assume no liability for any Feedback posted or transmitted by you or a third party.
Your Permitted Use
The Services are available in the United States only. You must be 18 years of age or older to create an account or use the Services. The Services are intended solely for personal, non-commercial use. You represent that you are 18 years of age or older and you will only use the Services in the United States for your personal, non-commercial use.
You must comply with all of the terms and conditions contained in these User Terms while you access or use the Services.
End User Account
You must create a personal End User Account to access certain features of the Services. You must use your true identity in connection with registration, access and use of your account and the Services. You represent and warrant that all information you provide or make available to us is true and complete and you will update such information to ensure that it is true and complete at all times. You must have unique access credentials (for example, username and password). You may not share access credentials with another person. You are responsible for maintaining the confidentiality of your access credentials. You agree to use prudent and reasonable efforts to prevent unauthorized access to or use of your End User Account. You must notify us immediately of any unauthorized access to or use of your access credentials or your End User Account of which you become aware. We have no liability to you for any unauthorized access to or use of your access credentials or your End User Account caused by your acts, omissions or breach of these User Terms.
End User Content
Your responsibilities for End User Content
You may create, maintain, upload, link or otherwise make available End User Content on the Services subject to the terms and conditions in these User Terms. You are responsible and liable for all End User Content that you create, maintain or make available on the Services, including the accuracy, quality, integrity, legality, reliability and appropriateness of all such End User Content, and any harm resulting from such End User Content. You will ensure that the End User Content you create, maintain or make available on the Services will not violate Applicable Law or the rights of other End Users or third parties, including intellectual property rights and privacy rights (see Section 7 of these User Terms for more information on your responsibilities with respect to the privacy rights of others). We do not assume any responsibility to review, screen or approve End User Content.
You are responsible for backing up your End User Content and taking appropriate steps to safeguard and ensure the integrity of End User Content you create, maintain or make available in connection with the Services. We will not be responsible for any backup, recovery or other steps to ensure End User Content is recoverable in the event of a data loss. We expressly disclaim any obligations with respect to storage of End User Content.
Public End User Content
Some of your activity on and through the Services is public, including End User Content you post publicly on the Platform or otherwise in connection with the Services and certain End User profile information. Public End User Content may be accessed, used or disclosed by any person without your or our knowledge and may be indexed by search engines.
You grant rights for us and Nonprofits to use your End User Content
You must grant rights to us and Nonprofits to use your End User Content in order for the Services to function as intended, including connecting End Users with Nonprofits. When you create, maintain or make available End User Content on the Services you must either own such End User Content or have the license or right to use such End User Content, including the right to grant us below licenses and rights.
You grant us a non-exclusive, royalty-free, transferable and sublicensable worldwide right and license to access, store, process, use, copy, record, modify, make derivative works from, translate, display, publicly perform, broadcast, transmit, publish, distribute, disclose, transfer, remove and export End User Content as reasonably necessary: (a) to provide, maintain, update or enhance the Services; (b) to prevent or address service, security, support or technical issues; (c) in accordance with, or as required Applicable Law, legal process or governmental request; (d) to enforce or defend our rights or carry out our obligations, including under these User Terms and our agreements with Nonprofits; or (e) as permitted in writing by you.
You additionally grant us non-exclusive, royalty-free, perpetual, irrevocable, transferable and sublicensable worldwide right and license to access, store, process, use, copy, record, modify, make derivative works from, translate, disclose, transfer, sublicense, sell and export End User Content for the purposes of aggregating, collecting, compiling or creating the Aggregated Data. We own all Aggregated Data. To the extent that we require further rights, you assign us all right, title and interest you may have, if any, to the Aggregated Data.
The above licenses and rights granted to us allow us to, among other things, share your End User Account Data and other End User Content with Nonprofits and our third-party payment processors consistent with the terms of the above licenses and rights.
Your representations and warranties regarding End User Content
You represent and warrant that you have all rights necessary to grant all rights and licenses to the End User Content that you create, maintain or make available on the Services, as granted to us and Nonprofits in these User Terms. You further represent and warrant with respect to all End User Content that you create, maintain or make available on the Services that: (i) the End User Content is accurate, current and complete; (ii) you have created or obtained the End User Content lawfully and the End User Content does not and will not violate any Applicable Law or any third party’s rights, including privacy rights or intellectual property rights; (iii) you have fully comply with any third party licenses to the End User Content; (iv) you have complied with all Applicable Law, provided all applicable notices and received the proper authority or consent to allow us and Nonprofits to collect and use End User Content as provided in these User Terms; (v) we and Nonprofits may exercise the rights in the End User Content granted in these User Terms without liability or cost to any third party; and (vi) the End User Content complies with the terms of these User Terms.
No Sanctions Lists
You represent and warrant that you are not on any government prohibited, denied or unverified-party, sanctions, debarment or exclusion list or export-controlled related restricted party list, including OFAC (collectively, “Sanctions Lists”). If you become placed on any Sanctions List, you will notify us immediately and discontinue your use of the Services.
You will not post or disseminate End User Content, nor make donations for any purpose, that promotes or involves any of the following:
You will not do any of the following in connection with the Services:
Your Compliance with Applicable Law and Cooperation with Investigations
You are solely responsible and liable for compliance with all Applicable Law related to your use of the Services. We cooperate with governmental authorities, law enforcement and private parties (including Nonprofits, our payment processors or financial institutions) to enforce and comply with Applicable Law or the legal rights of any person. You agree to fully cooperate with us and that we may disclose any information about you to: respond to claims, legal process (including subpoenas) and investigations; prevent or stop any prohibited conduct under these User Terms; or otherwise enforce or comply with Applicable Law or the legal rights of any person. The information we may disclose may include, but is not limited to, information regarding you, your account, your use of the Services, your donations and transactions made through or in connection with the Services.
Suspend Your Access, Remove Your Content and Other Remedies for Prohibited Conduct
If we believe in good faith that prohibited conduct has occurred in relation to your account or your access to or use of the Services (regardless of whether you or another person engaged in such prohibited conduct), or that the provision of the Services (or a portion thereof) will expose us, Nonprofits or you to legal, regulatory or compliance risk, we may, immediately and without notice, take any or all of the following actions: remove End User Content, suspend or terminate your or any user’s access to the Services, suspend or terminate your account, ban you or any user from further use of the Services, stop payments to Nonprofits, freeze or place a hold on donations to Nonprofits and report you or any user to law enforcement authorities or otherwise take any appropriate legal action.
Termination of the Services by You or Us for Any Reason
You may close your account and terminate the Services provided to you at any time and for any reason by sending us an email to email@example.com. We may also terminate the Services provided to you at any time and for any reason. After termination, we may continue to process any donations pending at the time of termination.
Upon termination of the Services provided to you for any reason, you will immediately discontinue access to and use of the Services. We have no obligation to maintain or provide access to any of your End User Content and we have the right to delete all of your End User Content and any other information and data related to your account and use of the Services immediately upon termination and will incur no liability for such deletion. Notwithstanding anything herein to the contrary, we may retain a copy of your End User Content and the other information and data related to your account, as we deem reasonably necessary or advisable for our record retention, as required by Applicable Law, legal process or governmental request or to enforce or defend our rights or carry out our obligations, subject to any restrictions on use of such End User Content in these User Terms.
All provisions of these User Terms that are intended to survive or that must survive in order to give effect to its meaning will survive the termination of the Services, including, without limitation, the following provisions:
Donations and Payment Processor
Although there are no fees to access or use our Services, you acknowledge and agree that our payment processor will deduct transaction fees from each donation you make to a Nonprofit through our Services (“Transaction Fees”). When you make your donation, the amount of Transaction Fees will be disclosed to you and you will have the option to pay the Transaction Fees for the Nonprofit in addition to your donation. You acknowledge and agree that the Transaction Fees will be paid to us and our payment processor. You acknowledge and agree that we can change the Transaction Fees in our sole discretion and at any time.
Refunds and Chargebacks
If you dispute a credit card charge for a donation or want to request a refund of your donation, you must raise such dispute or request directly with the Nonprofit to whom you made the donation. Nonprofits are responsible for handling chargebacks with and issuing refunds directly to End Users. We do not guarantee that Nonprofits will be able to resolve credit card disputes or provide refunds.
Your Consent to Electronic Communications and Signatures
We may need to provide you with certain communications, notices, agreements or disclosures (“Communications”) in writing regarding the Services. You agree and consent to receive Communications electronically from us, Nonprofits, our affiliates and our third-party service providers, rather than in paper form, and to the use of electronic signatures in our relationship with you (collectively, “E-Communications Consent”). You also acknowledge and agree that you have the ability to receive and sign Communications electronically. You should maintain copies of electronic Communications from us by printing a paper copy or saving an electronic copy. To withdraw your consent, see “Your Communications Opt-Out Rights” below. If you choose to withdraw your consent, we may terminate your access to the Services.
Your Consent to Marketing Communications
You agree and consent to receive communications regarding Nonprofit donation campaigns and other promotional and marketing communications from us, Nonprofits, our affiliates, our third-party service providers and other third parties through direct mail, email or electronically through the Services. We, Nonprofits and third parties may collect additional marketing communications consents from you, which will be considered additional consents (and not replacements for this consent). You may withdraw your consent to some of these marketing communications, see “Your Communications Opt-Out Rights” below for more details. If you choose to withdraw your consent, you will continue to receive transaction and service-related communications.
Your Consent to Mobile Services and Text Message Communications
The Services may be made available via a mobile device (the “Mobile Services”). Not all Mobile Services may work with all carriers or devices. By using the Mobile Services or providing your mobile number to us, you agree that we, and third parties on our behalf, may communicate with you about matters related to your account or your use of the Services by SMS, MMS, text message or other electronic means to your mobile device or number provided and that certain information about your usage of the Mobile Services may be communicated to us. In addition, if you select the text message opt-in through the Services, you consent to receive SMS, MMS, text messages and other electronic communications to your mobile device or number provided, from us, or from third parties on our behalf, for marketing and promotional purposes and you consent to the use of automatic telephone dialing systems to send such communications to you. You understand that you do not have to consent to receive text messages for marketing purposes in order to use the Services, and such consent is not a condition of any use of the Services. Standard charges, message and data rates and other fees may apply. In the event that you change or deactivate your mobile number, you agree to promptly update your account information. To withdraw your consent to text message communications for marketing purposes, see “Your Communications Opt-Out Rights” below. If you chose to withdraw your consent, you will still receive text messages for informational and transactional purposes, including automated text messages related to the security of your account.
Your Communications Opt-Out Rights
You may opt-out of the following types of communications by sending a notice to firstname.lastname@example.org and specifying the type of opt-out request in the notice.
You may continue to receive communications from us while we process your request. You will continue to receive transaction and service-related communications even after your request is processed.
Our Personal Information Disclosures and Uses
Your Personal Information Disclosures and Responsibilities
You may not disclose the Personal Information of another person to us, or make it available on the Services, unless you have the prior written consent of person who is the subject of the information and such person is 18 years of age or older. To the extent that you provide or make available Personal Information in the Services or to us, you acknowledge and agree that you are responsible for compliance with all Applicable Law concerning such Personal Information, including:
To the extent we assist you with your compliance obligations under Applicable Laws concerning Personal Information you provide or make available in the Services or to us, you must reimburse us for any time spent by us for such assistance at our then-standard or other reasonable professional services rate and promptly reimburse any and all out-of-pocket costs or expenses reasonably incurred in connection with such assistance.
DISCLAIMER OF WARRANTIES. YOU ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL RISKS RELATED TO YOUR USE OF THE SERVICES. THE SERVICES AND ANY OTHER CONTENT, DATA, SOFTWARE, PRODUCTS AND SERVICES PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We expressly disclaim any warranties of system integration, non-interference, absence of any defects (whether latent or patent) and security of data. We do not warrant or make any representations concerning the accuracy, completeness, quality, usability or reliability of the Services or any content found on or linked to the Services. We expressly disclaim any warranty related to third-party websites or other third-party content that may be accessed through the Services. We make no warranty or representation on the basis of trade usage, course of dealing or course of performance. We do not warrant or represent that the Services or any other content, data, software, products or services provided in connection with the Services will meet your requirements, comply with Applicable Law, generate enforceable obligations, be uninterrupted, error-free or free of bugs, viruses or malware. We do not represent or warrant that any errors or defects will be corrected. You acknowledge that our obligations under these User Terms are for the benefit of End User only. The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems.
APPLICABILITY OF LIMITATIONS OF LIABILITY. ALL OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 8, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, APPLY (a) regardless of the theory of liability, whether in contract, tort or otherwise; (b) regardless of the cause of the damages, including negligence by us or our third-party providers, licensors or suppliers; (c) even if we have been advised of the possibility of such damages; (d) without regard to whether other provisions of these User Terms have been breached or any remedies have failed their essential purpose; and (e) to any claims you may bring against any third party to the extent that we would be required to indemnify that third party for such claim.
WE HAVE NO LIABILITY FOR CERTAIN TYPES OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO LIMIT CLAIMS FOR DAMAGES (OR OTHER MONETARY RELIEF) AGAINST US TO DIRECT AND ACTUAL DAMAGES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE. THIS MEANS THAT YOU WILL NOT SEEK ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TREBLE OR PUNITIVE DAMAGES FROM US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HAVE NO LIABILITY FOR DAMAGES FOR: (a) the use or inability to use the Services; (b) unauthorized access to, loss or theft of your account, information or data; (c) lost profits, loss of goodwill, costs of delay, failure of delivery or business interruption; (d) costs of procurement of substitute goods, services or technology; or (e) personal injury or death. We have no liabilities to third parties arising out of your access to or use of the Services.
WE ARE NOT LIABLE FOR DAMAGES OUT OF OUR CONTROL. We have no control over the conduct of, or any information provided by, you, Nonprofits or other End Users, including Nonprofit Content and End User Content. You agree that we are not liable for delays, problems or damages caused by you, Nonprofits or third parties (including other End Users), by any act of nature, by any act beyond our reasonable control (for example, war, terrorist acts, labor disputes, government actions, pandemics) or by any criminal activity by someone unrelated to us.
YOU AGREE TO LIMIT THE AMOUNT OF DAMAGES PAYABLE BY US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF IMPACT LOCAL, OUR AFFILIATES AND OUR THIRD-PARTY PROVIDERS, LICENSORS OR SUPPLIERS ARISING OR RELATING TO THESE USER TERMS IS LIMITED TO THE FEES (EXCLUSIVE OF TRANSACTION FEES) THAT YOU PAID TO USE THE RELEVANT SERVICES IN THE 12 MONTHS BEFORE OUR BREACH OR THE FIRST INCIDENT GIVING RISE TO OUR LIABILITY; OR, IF NO FEES WERE PAID IN SUCH PERIOD, $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE USER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
YOU AND WE WOULD NOT HAVE ENTERED INTO THESE USER TERMS WITHOUT THESE LIMITATIONS OF LIABILITY. The limitations of liability in this Section 8 constitute an important part of these User Terms and are among the reasons you and we are willing to enter into these User Terms. Without these limitations of liability, the provisions of these User Terms, including but not limited to any economic terms, would be substantially different.
Step 1: Nonprofit Dispute Process
Disputes or claims must be raised directly with Nonprofits if they involve or relate to a charge on your credit card, a donation to a Nonprofit or any Nonprofit Content. Nonprofits are responsible for handling chargebacks with and issuing refunds directly to End Users. Nonprofits are also responsible for all of their Nonprofit Content. If you raise a dispute related to any of these issues with us, we will direct you to the applicable Nonprofit.
Step 2: Informal Dispute Resolution
If your dispute with or claim cannot be resolved through a Nonprofit, you must give us an opportunity to resolve your claim informally by sending a written description of your claim to email@example.com. You and we each agree to negotiate your claim in good faith. You agree that you may not commence any arbitration or court proceeding unless you and we are unable to resolve the claim within 60 days after we receive your claim description and you have made a good faith effort to resolve your claim directly with us during that time. If we are unable to resolve your claim informally, any arbitration or court proceedings, as applicable, must be brought in New York County, New York, as provided in Section 11 below.
Step 3: Binding Arbitration
Your Choice to Opt Out of Arbitration
Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE YOU CREATED YOUR ACCOUNT (OR FIRST ACCESSED THE SERVICES, IF YOU HAVE NOT CREATED AN ACCOUNT) (the “Opt Out Deadline”). You may opt out of these arbitration procedures by sending an email to firstname.lastname@example.org and clearly stating that you wish to opt out of the arbitration procedures in the User Terms. Any opt-out received after the Opt Out Deadline will not be valid and you will be required to pursue your claim in arbitration.
If we are unable to resolve your claim within 60 days despite those good faith efforts, then either you or we may start arbitration or court proceedings in New York County, New York as provided in Section 11 below. To begin arbitration, you must send a written letter requesting arbitration and describing your claim to our registered agent at Impact Local, Inc. c/o LegalInc 651 N. Broad St. Suite 201 Middletown, DE 19709 and to the American Arbitration Association (“AAA”). You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration of all disputes will be administered by the AAA under its Consumer Arbitration Rules in effect at the time the arbitration is commenced, except to the extent any of those rules conflicts with these User Terms, in which case these User Terms will govern. If we are the prevailing party, we may seek reimbursement of reasonable attorneys’ fees and costs in arbitration unless prohibited under Applicable Law.
Class Action Waiver
YOU AND WE EACH AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, MASS OR CONSOLIDATED ACTION. If we believe that any claim you have filed in arbitration or in court is inconsistent with this limitation, then you agree that we may seek an order from a court determining whether your claim is within the scope of this class action waiver. If a court or arbitrator determines in an action between you and us that any part of this class action waiver is unenforceable with respect to any claim, this class action waiver will not apply to that claim, but will still apply to any and all other claims that you or we may assert in that or any other action.
Your Choice to Opt-Out of Class Action Waiver
Notwithstanding the above, YOU MAY OPT-OUT OF THE CLASS ACTION WAIVER PROCEDURES WITHIN 30 DAYS FROM THE DATE YOU CREATED YOUR ACCOUNT (OR FIRST ACCESSED THE SERVICES, IF YOU HAVE NOT CREATED AN ACCOUNT) (the “Opt Out Deadline”). You may opt out of the class action waiver by sending an email to email@example.com and clearly stating that you wish to opt out of the class action waiver in the User Terms. Any opt-out received after the Opt Out Deadline will not be valid and you will be prohibited from pursuing your claim via a class action. You cannot be a class representative, class member or otherwise participate in a class, consolidated or representative proceeding without having complied with these opt out requirements.
You and we acknowledge and agree that a breach by you of your responsibilities under the above Section 4 of these User Terms called, Your Use of the Services could cause us irreparable harm for which monetary damages would not be an adequate remedy. You and we agree that, in the event of such breach or threatened breach, that we will be entitled to equitable relief, including, without limitation, a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. The binding arbitration provision in this Section does not apply to requests for injunctive relief under this paragraph, which may be brought in arbitration or court proceedings. These remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
Jury Trial Waiver
If a claim proceeds in court rather than through arbitration, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Notice and Procedure for Making Claims of Copyright Infringement
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes upon their rights under US copyright law. If you believe that materials we host on or through the Services infringe upon your copyright rights, you may request that the material be removed or that access to it be blocked. If you believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Your notice or counter-notice to us must include all of the following:
Notices and counter-notices must meet the statutory requirements imposed by the DMCA. We suggest that you consult your legal advisor before submitting a notice or counter-notice. Please be aware that there can be substantial penalties for false claims. DMCA notices and counter-notices for the Services should be sent to firstname.lastname@example.org. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.
Your Indemnification of Impact Local
You agree to defend, indemnify and hold us, our affiliates and our third-party providers, licensors and suppliers, along with our and their respective directors, officers, employees and agents, harmless from any claims, damages, losses or costs (including reasonable attorneys’ fees and expenses) arising out of or relating to (a) your use of the Services; (b) End User Content you provide or make available in connection with your use of the Services; (c) your breach of these User Terms, including any breach of any of your representations or warranties in these User Terms; or (d) your violation of any Applicable Law.
Choice of Law
These User Terms are governed by the laws of the State of New York, without regard to any conflicts of laws rules. Arbitration or court proceedings in state or federal court, as applicable, must be brought in New York County, New York, except that (a) actions to appeal or enforce judgments or orders from such courts, or (b) requests for injunctive relief pursuant to Section 9, may be brought in any court otherwise having applicable jurisdiction. Each party consents to and waives all defenses of lack of personal jurisdiction or inconvenient forum to any arbitration or court proceeding brought in New York County, New York consistent with the terms of these User Terms.
You may deliver notices to us by email to email@example.com. If you are commencing a legal proceeding against us, you must send notice of legal proceeding to Impact Local, Inc. c/o LegalInc 651 N. Broad St. Suite 201 Middletown, DE 19709. We may deliver notices to you via email, mail or electronic means using your contact information in your End User Account or by posting the notice in the Services. Electronic notices are considered delivered when sent or posted. Postal notices are considered delivered 3 days after mailing. Notices delivered by a nationally recognized courier (for example, UPS and FedEx) are considered delivered when received.
You and we are prohibited from assigning these User Terms to a third party without the prior written consent of the other party to these User Terms except as provided in the next sentence. We may assign these User Terms, and/or our rights and obligations hereunder, in whole or part, without your consent in connection with a merger, acquisition, equity or debt financing, corporate reorganization or sale of all or a majority of our assets or to any of our affiliates. Any permitted assignment will not relieve the assigning party of its obligations under these User Terms unless agreed in writing by the other party. Subject to the foregoing restrictions on assignment, these User Terms will bind and inure to the benefit of your and our respective successors and permitted assigns.
We reserve the right to amend these User Terms at our discretion and at any time. When we do, we will post the revised terms with a new “Last Updated” date. Your continued use of the Services following the posting of changes constitutes your acceptance of such changes and the User Terms as amended. We encourage you to visit the Services regularly for any changes.
You and we cannot waive any provision of these User Terms except in a writing signed by you and us. Our failure to insist on or enforce strict performance of any provision of these User Terms or any of our rights is not a waiver of any provision or right.
If any part of these User Terms is held invalid or unenforceable, that part may be severed from these User Terms to the extent necessary to cure such invalidity or unenforceability.