TERMS OF USE

CHANGE & IMPACT INC.

TERMS OF USE

Dated August 24, 2022

These Terms of Use (“Terms”) explain the contractual relationship between you and Change & Impact, Inc. (“Company,” “us,” our” or “we”), regarding your use of, and access to, our website located at www.changeandimpactinc.org (the “Website”), your donations, and the products, services and offerings made available to you through the Website, including without limitation all features and functionality thereof and updates thereto and all Content (as defined below) made available through the Website (together with the Website, the “Services”). These Terms include our Privacy Policy, and together with the Privacy Policy govern your access to and use of the Services. 

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING ANY MODIFICATIONS OT THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES. 

1. User Obligations

In using the Services, you agree that you will not:

• • impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or provide inaccurate information
  • act in a deceptive or fraudulent manner, including without limitation by impersonating another person or user, accessing another user’s account, or falsely identifying yourself or impersonating another user 
  • violate any applicable international, federal, state or local laws, regulations, rules, ordinances, statutes, requirements, codes or orders of any governmental or judicial authorities
  • include anything in content provided by you that is
    • threatening, deceptive, misleading, unlawful, harassing, discriminatory, libelous, defamatory, obscene; or otherwise offensive,
    • in violation of anyone’s right of privacy, publicity or other rights,
    • in violation of any contractual or fiduciary obligations, and/or
    • infringing on any intellectual property rights of any person.
  • reverse engineer, decompile or disassemble any portion of the Services, or take any information of any other person from the Service
  • Link to or mirror any portion of the Services
  • Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise mining any portion of the Services
  • Unduly burden or interfere with the functionality of the Services
  • Remove, circumvent, disable, damage or otherwise interfere with security features of the Services

2. User Content

• The Services may allow you to post or may gather from your text, photos, videos, emails, mobile phone numbers, workout information and other material (“User Content”). You are responsible for your User Content, including its accuracy, legality, reliability, and appropriateness.

  
  

  By posting User Content on or through the Services, you represent and warrant that:

  • you own the User Content and have the right to use the User Content and the right to grant us the rights and license as provided in these Terms, and
  • the posting of User Content on or through the Services does not violate the privacy rights, publicity rights, contract rights, intellectual property rights or any other rights of any person.
  • the posting of User Content does not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy, or violates any law or regulation. 
  • the User Content is not defamatory, constitutes trade libel or product disparagement, or is unlawfully threatening, harassing, or contains hate speech, is not obscene or contains pornography, or 
  • does not contain and false, inaccurate, or misleading statements or information
  • does not contain any computer programming routines such as viruses, Trojan horses, time bombs, or other malicious code or programs that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.
  
  

  You understand and agree that we do not verify or vouch for any User Content and if we determine in our sole discretion that any User Content is inaccurate, was posted or uploaded without authorization, or otherwise does or may violate these Terms or applicable laws, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to (a) modify, refuse, or remove the User Content; (b) revoke the applicable user’s right to use the Services; and/or (c) use any technological, legal, operational, or other means available to us to enforce the provisions of these Terms, including, without limitation, blocking specific IP addresses or deactivating the applicable user’s registration.  

  
  

  By posting User Content using the Services, you grant us the irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide right and license to use, copy, public perform, modify, reformat, translate, excerpt, display, reproduce, transmit and distribute User Content for any purpose on and in connection with the Services, including in promotions for the Services and other businesses with which we have a commercial relationship. This license includes the right for us to make User Content available to other users of the Services, who may also use User Content subject to these Terms.

3. Intellectual Property Rights/Ownership

Subject to your compliance with these Terms, you may access and use the Services on a computer, tablet device or mobile phone that you own or lawfully control. All materials contained on, in, or available through the Services, including all text, designs, trademarks, logos, audio clips, photographs, images, videos, graphics, data, information, source code, software compilations, and other materials, including the selection and arrangement thereof (“Content”) are protected by copyright, trademark, trade dress, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof inherent in or appurtenant to the Content, whether registered or not, are our sole property or the property of our third-party contributors. The Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. Unless expressly granted herein, all rights in and to the Content is reserved to us and our third-party contributors.

4. Disclaimer Regarding Content

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF ANY CONTENT AVAILABLE THROUGH THE SERVICES AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ENSURING ANY INFORMATION YOU RECORD IN THE SERVICES IS ACCURATE AND COMPLETE.

5. Changes; Service Updates; Limitations

The Services change frequently, and their form and functionality may change without prior written notice to you. We may provide updates (including automatic updates) for certain Services at our discretion, including without limitation upgrades, modifications, patches, error corrections and patches. Updates may also include removal or addition of certain features or functionalities of the Services. We have no obligation to provide Updates or to continue to provide or enable any particular features or functionality of any portion of the Services. We reserve the right to impose limits on certain Services or restrict your access to all or part of the Services without notice or liability.

6. Suspension; Termination 

We may terminate your access to the Services, without notice, for conduct we believe violates these Terms, our policies, or is harmful our mission and/or our interests. We also reserve the right to suspend or cease providing the Services, with or without notice, and we shall have no liability or responsibility to you if we do so. This includes without limitation the right to refuse service, terminate accounts, remove or edit User Content and Content and/or cancel orders in our sole discretion.

7. Third Party Content

These Services contain links to other websites and/or other third-party content. These links are provided solely for your convenience; we do not undertake any obligation to review or monitor any third-party websites linked from or to the Services and do not make any representations or warranties with respect to such third-party websites. If you decide to access a linked third-party website, you do so at your own risk. We shall not be responsible for any information, materials or services obtained on or from such other websites and will not be liable in any respect for any damages arising from your access of such websites. The inclusion of these links does not imply any endorsement, representation or warranty by us with respect to any such website or the content or services contained through such websites.

8.  DISCLAIMERS; DISCLAIMERS OF WARRANTIES 

THESE SERVICES ARE MADE AVAILABLE BY US “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, UNINTERRUPTED USE, ACCURACY OR RELIABILITY, ARE SPECIFICALLY EXCLUDED AND EXPRESSLY DISCLAIMED. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY AND PERFORMANCE OF THE SERVICES AND ACKNOWLEDGE THAT THE SERVICES MAY BE CHANGED FROM TIME TO TIME IN OUR SOLE DISCRETION. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THIS SERVICES OR ANY WEBSITE REFERRED OR LINKED TO HEREIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9. Indemnification

By using the Services, you agree to defend, indemnify and hold us, our affiliates, partners, officers, members, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Services including without limitation the creation, placement or transmission of any message, information, software or other materials through the Services by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). We shall control the defense of any Indemnified Matters through counsel of our choice.

10. Limitation Of Liability

IN NO EVENT WILL WE BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR CLAIMS (WHETHER IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SERVICES, YOUR USE OR THE INABILITY TO USE THE SERVICES, YOUR DONATIONS THROUGH THE SERVICES. OUR AGGREGATE LIABILITY TO YOU FOR ANY REASON IS LIMITED TO FIFTY U.S. DOLLARS ($50). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11. U.S. Jurisdiction

The Services are controlled and operated by us from the United States and are not intended to subject Company or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. We do not represent or warrant that the Services or any part thereof are appropriate or available for use in any jurisdiction other than the United States.  

12. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, New York County for any action arising out of or relating to these Terms.

13. Miscellaneous

These Terms and the Privacy Policy constitute the entire agreement between you and us with respect to the use of the Services, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof. You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent. We may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access and use of the Services following such posting constitutes your consent to be bound by any amended Terms. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via (i) email to info@changenandimpact.org. 

If you have any questions regarding these Terms or the Services, please contact us at  info@changenandimpact.org.