Terms of Service

Last updated: May 9, 2022

Please Read Carefully.

The services that Impact TK, LLC and its representatives, affiliates, officers and directors (“ITK,” “we,” “our,” and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Service”), which govern your access to and/or use of the website, software-as-a-service platform, data analytics, management portal, content, products, services and any sites ITK may have now and/or in the future (collectively, the “Services”)

In order to use the Services, you must accept this Terms of Service and ITK’s Privacy Notice, which are presented to you when you first create a User Account through the Services, and may be updated from time to time thereafter by ITK in its sole and absolute discretion as described herein. By purchasing a subscription to, registering a User Account or otherwise using the Services, you acknowledge that you have read and accept this Terms of Service, and are entering into a legally binding agreement with ITK. If you do not accept this Terms of Service, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized. This Terms of Service expressly supersedes prior agreements and/or arrangements between you and ITK.

PRIVACY NOTICE

You also agree to ITK’s Privacy Notice, located at https://www.99newsletterproject.com/privacy-notice/ (“Privacy Notice”) and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Notice and this Terms of Service.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND ITK WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PARTIES ARE WAIVING THEIR RIGHT TO A TRIAL BY JURY IN THE EVENT OF ARBITRATION.

CHANGES TO TERMS

Subject to the terms and conditions set forth herein, ITK may, at any time and for any reason, in its sole and absolute discretion, make changes to the Services and/or modify this Terms of Service. If ITK makes changes and/or modifications that affect your access to and/or use of the Services, ITK will provide a notice of such changes only by posting the updated Terms of Service on the Services and ITK will change the “last updated” date listed above. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances. Your use of the Services following any changes and/or modifications will constitute your acceptance of such changes and/or modifications. If you do not agree with the changes and/or modifications, you shall not use the Services after the effective date of the changes. Please revisit this Terms of Service regularly to ensure that you stay informed of any changes.

DESCRIPTION OF SERVICES

General. The Services provide access to the content and materials to develop email and subscriber strategies, including newsletters and marketing email samples, to help you build more sustainable subscription or membership-based businesses.

Eligibility. We market and sell our products to adults who purchase or otherwise subscribe to our Services. To access and/or use the Services, you must be eighteen (18) years or older and have the requisite power and authority to enter into this Terms of Service and meet any other applicable age and residency requirements. The Services are not intended for and should not be used by anyone under the age of eighteen (18). You represent and warrant that you are over the age of eighteen (18) and are the intended recipient of the Services. You may not access and/or use the Services for any purpose if either of the representations in the preceding sentence are not true.

Use of Services and Availability. Use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate, or objectionable. ITK retains the right, in our sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason without liability. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or access to your User Account (defined below) due to circumstances both within our control (e.g., routine maintenance) and outside of ITK’s control, for which ITK will bear no responsibility. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.

Creating an Account. You may establish an account to access the Services through ITK’s third-party service provider, Pico (https://trypico.com/pro). Without creating an account, you will only be able to browse ITK’s website and a limited amount of materials that we have provided for non-paying users as well as descriptions of products and/or Services we offer. In order to fully access and/or use the Services, and gain access to the functionality of the software and/or information we provide, you must register and create an account through Pico by creating a login identification (“Username”) and a unique user password (“Password“) (collectively, a “User Account“). When setting up a User Account, you are required to (i) abide by all applicable laws, rules, and regulations, as well as indicate agreement to this Terms of Service, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined by ITK and/or Pico, each in their sole and absolute discretion. If you establish a User Account with ITK, you agree to provide true, accurate and current information in connection with your User Account. You are responsible for updating and correcting information you have submitted to create and/or maintain your User Account. You are solely responsible for managing your User Account and are prohibited from using other disguised identities when using the Services. We may refuse to grant you a User Account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by ITK in its sole and absolute discretion. Any Username and Password used for the Services are for individual use only. You are solely responsible for maintaining the security and confidentiality of the password you use to access your User Account. You understand and agree that ITK shall have no responsibility for any incident arising out of, or related to, your account settings. ITK will assume that anyone using the Services and/or transacting through your User Account is you. Therefore, you further agree to immediately notify ITK and Pico of any unauthorized use of your Username, Password and/or User Account and/or any other breach of security.

Your User Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate any of these limitations and/or this Terms of Service, we may terminate your User Account immediately. Upon termination, the provisions of this Terms of Service that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability, and indemnities) shall survive such termination. If we terminate your User Account, you may not subscribe under a new account unless we formally invite you. If you commit fraud and/or falsify information in connection with your access and/or use of the Services, or in connection with your User Account, your account will be terminated immediately and we reserve the right to: (i) hold you liable for any and all damages that we suffer, (ii) pursue legal action through relevant local and national law enforcement authorities, and/or (iii) notify your Internet Service Provider of any fraudulent activity we associate with you and/or your access to and/or your use of the Services.

Communications From ITK. By using the Services, you agree to receive certain communications in connection with the Services. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.

Confidentiality

During your access to and/or use of the Services, you may have access to certain information of ITK that is not generally known to others including any and all information relating to ITK and its business including without limitation its business, legal, and operational practices, financial, technical, design, performance characteristics, commercial, marketing, competitive advantage or other information concerning the business and affairs, partnerships and potential partnerships, business model, fee structures, employees, funding opportunities, metrics, object code, source code, architecture, algorithms, techniques, formulas, processes, know-how, systems, ideas, inventions (whether or not patentable or copyrighted), feedback, data, marketing materials, procedures and techniques that have been or may hereafter be provided or shown to the other party, regardless of the form of the communication and the terms and conditions of this Terms of Service (collectively, the “Confidential Information“). In addition, the structure, sequence, organization and code of the Services constitute valuable trade secrets of ITK. You will use commercially reasonable efforts to protect and prevent any access to the Confidential Information, using no less than a reasonable degree of care to protect such Confidential Information.

YOUR RESPONSIBILITIES

ITK grants you the rights set forth herein, subject to the following conditions:

You shall not modify, disassemble, create derivative works, publicly display, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the Services except as specifically authorized to do so by ITK, which authorization will be communicated in the description of the specific Services you are using;
You agree not to submit and/or transmit any emails or other materials or information through the Services that contain a virus, worm, Trojan horse and/or any other harmful component designed to interrupt, destroy and/or limit the functionality of any computer software and/or hardware and/or telecommunications equipment, and/or that is designed to obtain unauthorized access to any information;
You may not access all or any part of the Services in order to build a product or service which competes with the Services;
You shall not copy, store, reproduce, duplicate, transmit or distribute a significant portion of the content on the Services except as specifically authorized to do so by ITK, which authorization will be communicated in the description of the specific Services you are using;
You shall not obtain or attempt to obtain any data through any means from the Services, except if we intend to provide and/or make it available to you;
You shall not pretend to be someone else, use someone else’s identity or misrepresent your affiliation with a person or entity;
You shall not copy or imitate part or all of the design, layout, and/or look-and-feel of the Services and/or individual sections of it, in any form or media except as specifically authorized to do so by ITK, which authorization will be communicated in the description of the specific Services you are using;
You are only authorized to view, use, copy for your records and download portions of the content on the Services for your use; provided that you leave all copyright and other proprietary notices intact;
You are responsible for the accuracy and quality of any data and content that you submit;
You agree to act in accordance with all applicable laws, rules and regulations;
You agree not to intentionally hold ITK and/or our employees and/or directors up to public scorn, ridicule or defamation;
You will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property;
You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the services and content provided on the Services, and to notify ITK promptly of any such unauthorized access and/or use;
You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; and
You will not submit information to ITK that violates, plagiarizes and/or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity and/or any other proprietary right; and/or that is designed to obtain unauthorized access to any information.

You acknowledge that a breach of any of the foregoing terms and conditions and/or any other terms and conditions related to ITK’s intellectual property may result in irreparable and continuing damage to ITK for which monetary damages may not be sufficient, and agree that ITK will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. The terms of this Section shall survive the expiration or termination of this Agreement. In addition, ITK shall not be subject to any obligations of confidentiality regarding any information or materials provided by you unless required by law or otherwise set forth in our Privacy Notice. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Services without the prior written consent of ITK is strictly prohibited.

USE OUTSIDE DEFINED AREA

Please be aware that our Services are not authorized to be used or directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Services and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on the Services. Those who choose to access the Services do so at their own risk and are responsible for compliance with applicable local laws. This Terms of Service is written in English. To the extent any translated version of this Terms of Service conflicts with the English version, the English version controls. In the event you are using the Services outside of the United States, you agree as follows: (i) you consent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of ‘Specially Designated Nationals’ you will not engage in commercial activities on the Services (such as advertising or payments); and/or (iii) you will not use the Services if you are prohibited from receiving products, services or software originating from the United States.

FEES

Account Fees.

For certain User Accounts ITK will charge an account/subscription fee. For existing subscribers, ITK may change your fee at any time at the end of your subscription period, provided that we notify you by email. All fees are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. ITK may offer promotional trial subscriptions to access the Services for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the Services are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable additional terms. Please note that we do not provide price protection or refunds for existing subscribers in the event of a price drop or promotional offering for new subscribers. Failure to pay any fees may result in your inability to access or use the Services.

Authorization to Charge for Services.

You must use a payment method accepted by Stripe (our payment processing service as detailed below) to activate and maintain a paid User Account. You authorize ITK to charge you through the payment method you select when registering for a paid User Account and/or purchasing a subscription. You will also be responsible for charges (including applicable taxes) for any products or services that you order that are offered for sale through the Services. If we do not receive payment from the payment method you select, you agree to pay all amounts due hereunder upon our demand and will be solely responsible for any dispute with your payment provider. You will not be charged more than the amount for which you purchased your subscription.

Subscription Renewal.

By activating a paid User Account, you agree that we may renew your subscription automatically for the same subscription term on the next business day after your previous subscription ends. You authorize ITK to charge you for the subscription term, unless you cancel your subscription prior to its renewal date through the procedures described in the Subscription Cancellation section below. ITK will charge your credit card (or the other payment method you used) each year, month, or other applicable period (depending on the term that you selected) for the then-current applicable price.

Subscription Cancellation.

To cancel any subscription and avoid future billing, you may cancel such subscription prior to its renewal date through the Services or by contacting ITK at library.help@impacttk.com. Upon cancellation, you will continue to have access to your User Account for the period of time that has been prepaid. After you cancel your User Account, we will not charge you any subscription fees after the expiration of your then-current subscription. Please note that we do not provide full or partial refunds for prepaid sums. In any event, you will be able to continue to use the Services throughout the remainder of the subscription period for which you have already paid.

Payment Processing.

ITK uses a third-party payment platform to process payments. Your credit card information or other payment method will be processed and stored by our third-party payment processor, which is currently ‘Stripe’, but may be changed from time to time in our sole discretion. Stripe’s Terms of Service can be found at https://stripe.com/legal/checkout. You expressly understand and agree that all payments and monetary transactions are handled by such third-party and the use of such platform is governed by the third-party’s terms and conditions and ITK shall have no liability related thereto.

In the event you elect to pay the fees due hereunder via credit card, PayPal or ACH, you authorize ITK to automatically charge the payment account for the fees due and owing hereunder. If your payment account on file is closed or the account information is changed, or if, for any reason, a charge is rejected by your payment account, you shall immediately update your payment account or supply a new payment account, as appropriate. If you are unable to update the payment account with appropriate information, then ITK will suspend Services, without liability, until valid payment account information is provided. If ITK believes that you have participated in a fraudulent chargeback, ITK will pursue its claims against you to the fullest extent allowed by law.

Taxes, Late Fees, Right to Suspend.

All fees are stated in United States Dollars and must be paid in United States Dollars. All fees due and payable under this Terms of Service are exclusive of taxes, which will be added at the prevailing rate from time to time. All fees due and payable by you to ITK hereunder must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. Notwithstanding anything herein to the contrary, the fees due hereunder are non-refundable. In the event fees are not paid in accordance with the terms and conditions set forth herein, ITK may immediately suspend Services.

ERRORS, INACCURACIES, OMISSIONS AND PERFORMANCE

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services, contact information, address, and events. We reserve the right to: (i) correct any errors, inaccuracies, and/or omissions; and/or (ii) make changes to content, descriptions, Services and/or other information without obligation to issue any notice of such changes, except as prohibited by law.

PROPRIETARY RIGHTS AND LICENSES

Ownership. The Services, any content and/or products on the Services and the infrastructure used to provide the Services are proprietary to ITK, our affiliates, and/or other content providers. By using the Services and accepting this Terms of Service, ITK grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Terms of Service and to any additional terms and policies set forth by ITK. Neither this Terms of Service nor your use of the Services convey and/or grant to you any rights: (i) in or related to the Services except for as expressly set forth herein; and (ii) to use or reference in any manner ITK’s names, logos, product and service names, trademarks or services marks or those of ITK’s licensors.

Reservation of Rights. The materials, headers, illustrations, photographs, graphics and/or any other content on the Services, as well as the organization and layout of the Services, are copyrighted and are protected by United States and international copyright laws and treaty provisions. Subject to the limited rights expressly granted hereunder, ITK and/or its third-party providers reserve all right, title and interest in and to the Services and content, including all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

Submissions. ITK or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to ITK. The sole purpose of this policy is to avoid potential misunderstandings or disputes when ITK’s products might seem similar to ideas you submitted to ITK. If, despite our request not to, you do send us your ideas, you agree to the following (i) your Submissions and their contents will automatically become the property of ITK, without any compensation to you, (ii) ITK may use or redistribute the Submissions and their contents for any purpose and in any way, (iii) there is no obligation for ITK to review the Submission, and (iv) there is no obligation to keep any Submissions confidential.

SPAMMING
Gathering email addresses from ITK through harvesting or automated means is prohibited. Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching, and/or otherwise accessing any content on the Services via automated means (except as may be the result of standard search engine protocols and/or technologies used with ITK’s express written consent).

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Services, you warrant to ITK that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party’s use and/or enjoyment of the Services. You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services.

USER VERIFICATION

ITK may, in its sole discretion, verify a user’s identity prior to allowing such user to access and/or use the Services. ITK may, without liability, refuse to process and/or may cancel any Services, as reasonably deemed necessary, to comply with applicable law and/or to respond to a case of misrepresentation, fraud and/or known and/or potential violations of the law and/or this Terms of Service. ITK does not itself verify the information and/or the qualifications of companies and/or other users of the Services, nor does it evaluate or control in any ongoing manner exchanges between users. Any reviews, opinions or statements expressed by a user are of those of the user alone, and are not to be attributed to ITK and ITK does not take on any liability related thereto. ITK cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, legality and/or applicability of anything said, written, posted, displayed and/or otherwise made available by any user on and/or in relation to the Services.

DATA CHARGES AND MOBILE PHONES

You are responsible for any mobile charges that you may incur for using the Services, including but not limited to data and text message charges. If you are unsure what those charges may be, you should ask your service provider before using the Services.

TERMINATION

This Terms of Service will remain in full force and effect until either party requests to terminate the relationship. The rights granted by ITK to use the Services is predicated upon your (a) acknowledgment and acceptance of this Terms of Service; (b) agreement to not share the access granted with any other person or entity; and (c) compliance with the terms and conditions set forth herein. ITK will have the ability to terminate your access to/and or use of the Services at any time, for any reason, with or without cause, with or without notice, effective immediately. Upon termination, you agree to immediately discontinue use of the Services. If you violate, or if we have grounds to suspect that you violated, this Terms of Service and/or other use parameters included on the Services, we reserve the right to suspend and/or terminate your User Account, and/or refuse your use of the Services (or any portion thereof) at any time. ITK also reserves the right, in its sole discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice and without liability. In the event you share the access granted with any person and/or entity, and/or misuse the system by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, ITK will consider your and/or the unauthorized user’s access as having been acquired by fraud and/or misrepresentation and will terminate your access and/or use of the Services immediately. In such a case, ITK retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by the you.

INDEMNIFICATION AND WAIVER

You shall indemnify, defend and hold harmless ITK, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature (“Claim”) arising out of and/or in the relation to (i) your violation of any law and/or the rights of a third party (ii) any breach of this Terms of Service and/or Privacy Notice by you, your officers, agents, employees, contractors and/or representatives, (iii) your use of ITK’s Services, (iv) use of materials or information in the event of an infringement, violation, trespass, contravention and/or breach of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party, and/or (v) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to ITK upon your receipt of notice of any Claim against you which might give rise to a claim against ITK.

You acknowledge and agree that by accessing and/or using the Services, you may be exposed to materials (including shared group content) from others that you may consider offensive, indecent or otherwise objectionable, and agree to accept that risk.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY ITK TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH ITK EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, ITK AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES, CONTENT, AND/OR MATERIALS WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CONTENT AND/OR MATERIALS WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) ITK WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ITK AND/OR THROUGH AND/OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR USE OF THE SERVICES.

LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL ITK, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ITK HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY ITK, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, ITK’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

ITK’S MAXIMUM AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SERVICES IS LIMITED TO THE FEES PAID BY YOU FOR ONE MONTH’S USE OF THE SERVICES.

LINKED SITES

The Services may provide links to various other independent third-party websites, content and/or activities (“Linked Sites”) that may be of interest to you and for your convenience only. ITK does not control and/or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and Privacy Notice of each Linked Site that you visit. ITK reserves the right to terminate any link and/or linking program at any time. ITK disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials or information contained on such Linked Sites.

THIRD PARTY SERVICES

The Services may be made available and/or accessed in connection with third party services and content that ITK does not control. Your correspondence, participation in, and/or any other dealings with third parties found through the Services are solely between you and such third party. ITK does not endorse such third-party services and content and in no event shall ITK be liable for any products and/or services of such third-party providers. You agree that ITK shall not be responsible for any loss and/or damage of any sort incurred as a result of any such dealings and/or as the result of the presence of such third parties through the Services. Moreover, ITK shall not be responsible and/or liable for the accuracy, quality, suitability, currency and/or content of the statements and/or conduct of any third party on the Services. You are solely responsible for the costs, expenses and infrastructure required to support your use of the Services. You acknowledge and agree that ITK utilizes third party providers to provide the Services, and any terms and conditions related to such third-party providers products and/or services shall govern the use of such third-party providers’ products and/or services. You acknowledge and agree that ITK is not liable for the performance of any third-party providers’ products and/or services.

NO PROFESSIONAL ADVICE

The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. ITK does not, will not and cannot refer, recommend and/or endorse any specific professional service, product and/or procedures that are advertised on the Services. The Service is not a substitute for professional advice, and you should not construe this as legal, accounting, medical and/or other professional advice.

DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT

ITK respects the intellectual property rights of others and expects you to do the same. We reserve the right to: (a) terminate your User Account or any other user who infringes third-party copyrights, (b) block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties, and/or (c) remove and discontinue service to repeat offenders. We will respond to clear notices of copyright infringement when you provide the following:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled;

(iv) Information sufficient to permit ITK to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Contact information for ITK’s DMCA Agent for notice of claims of copyright infringement is Impact TK, PO Box 408865, Chicago, IL 60640, Attn: Copyright Agent. The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by ordinary mail only and as further described by this section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services. All other inquiries directed to the Copyright Agent will not be responded to.

DISPUTE RESOLUTION

Disputes. We want to address your concerns without needing a formal legal case. Before filing a claim against ITK, you agree to try to resolve the dispute informally by contacting us at library.help@impacttk.com. The parties will try to resolve the dispute within thirty (30) days after receipt of written notice, but if the parties are unable to resolve any claims related to this Terms of Service within such timeframe, you and/or ITK agree to resolve any claims related to this Terms of Service through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or your ability to opt out as described below.

Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting ITK within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Service). You must write us at Impact TK LLC, Attn: Opt-Out Arbitration, PO Box 408865, Chicago, IL 60640. If you opt out, neither you nor ITK can require the other to participate in an arbitration proceeding.

Arbitration Procedures. Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any ITK Confidential Information and/or intellectual property rights, or except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt-out of arbitration as described above, any and all controversies and/or claims arising out of or relating to this Terms of Service and/or the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Cook County, Illinois or any other location we agree to. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. The prevailing party of any such arbitration shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees and any arbitration costs and fees. Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator’s decision and any award contained therein.

Exceptions to Agreement to Arbitrate. Notwithstanding anything herein to the contrary, you and ITK each agree that the following claims are exceptions to this arbitration clause and will be brought in a judicial proceeding in a court of competent jurisdiction (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack), or (iii) any claim that qualifies in small claims court in Cook County, Illinois.

Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and ITK agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and ITK consent to the foregoing venue and jurisdiction. The prevailing party of any such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

California Users. Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about ITK can be sent to our agent for notice, Attn: Impact TK Cory Brown at PO Box 408865, Chicago, IL 60640, or by phone at 929-236-5295. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

MISCELLANEOUS
If any provision(s) and/or term(s) of this Terms of Service shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term(s) and/or provision(s) shall be divisible from the other terms and conditions and shall be deemed to be deleted from it. This Terms of Service shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Service, this Terms of Service will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or ITK of any breach and/or default and/or failure to exercise any right allowed under this Terms of Service is a waiver of any preceding and/or subsequent breach and/or default and/or waiver and/or forfeiture of any similar and/or future rights under this Terms of Service. All provisions of this Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, content provisions, payment provisions, ownership provisions, warranty disclaimers, indemnity and limitations of liability. You may not assign your rights and/or obligations under this Terms of Service to any other party without our prior written consent. We may assign our rights and/or obligations under this Terms of Service to any other party at our discretion. This Terms of Service along with the Privacy Notice constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter.

CONTACT US

If you would like to request additional information regarding this Terms of Service or have an inquiry or feedback about our Services, please contact us at: library.help@impacttk.com.