Impact Theory University Terms of Service
Last Updated: 4/11/25
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES (DEFINED BELOW).
Impact Theory LLC (“Impact Theory”, “we”, “us”, “our”) provides core courses, coaching and community services (the “Services”) to you through its Impact Theory University website located at itu.impacttheory.com (the “Site”), which are subject to these Terms.
Privacy Statement. Your personal information and privacy are important to us. You acknowledge and agree to the collection, use, and sharing of your personal information through the Site and while you use the Services in accordance with our Privacy Statement found here, which is hereby incorporated into these Terms.
You agree that you have read, understood and agreed to be bound by all of the Terms.
Arbitration and Class Action Waiver. Please note that Section 26 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.
Eligibility. By using or accessing our Services or Site in any manner, you agree to be bound by these Terms, and affirm, represent and warrant that (a) you are at least 18 years of age or have reached the age of majority in your jurisdiction and have the right, authority and capacity to agree to these Terms, and (b) your access and use of the Services and Site is permitted by, and shall not violate, any applicable laws, including those in your jurisdiction. You also represent and warrant that all information you provide to us is accurate, current, and complete, and that you will use the Services and Site only as set forth in these Terms. If you do not agree with the Terms or do not agree to be legally bound by all of the foregoing Terms, you are prohibited from visiting, accessing, or using the Services and Site.
Accessibility. We are committed to helping those with disabilities access the Services or Site. We strive to provide an excellent online experience for all our guests – including those with sight, hearing, and other disabilities. If you have difficulty using or accessing any element of the Services or Site or if you have any feedback regarding accessibility of the Services or Site, please feel free to contact us at [email protected].
Applicability. These Terms apply to your use and access of the Services and/or Site. These Terms create a legally binding agreement between you and Impact Theory. Impact Theory may revise these Terms at any time and without notice to you. These Terms will be posted at impacttheoryuniversity.com. Your continued use of the Services or Site after the date any such changes become effective constitutes your acceptance of the new Terms. In addition to these Terms, by using the Site and/or purchasing the Services you acknowledge and agree to be bound by Impact Theory’s Terms of Use found here, which are incorporated by reference.
Use of the Services Description. The Services, and any content viewed through our Site, are solely for your personal and non-commercial use. By purchasing these Services, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, license to access the Impact Theory University content and view your course(s) through the service on a streaming-only basis for that purpose. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You agree not to use the Services for public performances. Impact Theory may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the service, as well as copies of such materials, whether made in accordance with these Terms or otherwise.
Registration Obligations. You may be required to register with Impact Theory in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services’ registration form. Registration data and certain other information about you are governed by our Privacy Statement. If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under 18 years old, you may use the Services, with or without registering, only with the approval of your parent or guardian.
Member Account, Password and Security. You may never use another's account, and you may not provide another person with the username and password to access your account. You should maintain control over all of the devices that are used to access the Services. If you fail to maintain control of a device, other users may access the Services through your account and may be able to access certain of your account information. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify Impact Theory of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. Impact Theory will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to the Services and Site. Impact Theory reserves the right to modify or discontinue, temporarily or permanently, the Services or Site (or any part thereof) with or without notice, including with respect to any or all courses. You agree that Impact Theory will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or Site. We have no obligation to retain any of your account or submitted content for any period of time beyond what may be required by applicable law.
General Practices Regarding Use and Storage. You acknowledge that Impact Theory may establish general practices and limits concerning use of the Services and Site, including without limitation the maximum period of time that data or other content will be retained by the Services or Site and the maximum storage space that will be allotted on Impact Theory servers on your behalf. You agree that Impact Theory has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services and Site. You acknowledge that Impact Theory reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Impact Theory reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Ownership of Content. Except for User Content (defined below), the Services and Site you have accessed and all of its contents as a whole and in part, including, without limitation, our logos, and all designs, text, articles, news stories, graphics, pictures, videos, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively “Content”) are protected by copyrights, trademarks, service marks, trade names, international treaties, and/or other proprietary rights and applicable laws, and are owned or controlled by Impact Theory, its affiliates and licensors. You agree to protect the proprietary rights of us and all others having rights in the Services and Site. Except as expressly authorized by Impact Theory, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services, Site or the Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services and/or Site. In connection with your use of the Services and Site you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Impact Theory University from accessing the Services and Site (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services, Site or the Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services and Site or distributed in connection therewith are the property of Impact Theory, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.
Likeness Release. By participating in any online classes, workshops, calls, or other interactive events (“Events”) hosted by Impact Theory, you acknowledge and agree that Impact Theory may record, capture, and use your likeness, voice, and image as part of such Events (collectively, the “Recording”). You grant the Impact Theory and its affiliates, successors, and assigns an irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, display, and create derivative works from the Recording in any media format, including but not limited to online streaming, social media, promotional materials, educational content, and commercial distribution. You acknowledge and agree that:
No Compensation: You will receive no compensation for participation in the Recording or its subsequent use.
Editing & Distribution: Impact Theory has sole discretion to edit, reproduce, and publicly share the Recording without your review or approval.
Waiver of Claims: You release and discharge the Impact Theory from any claims, demands, or liabilities related to the Recording, including but not limited to rights of privacy, defamation, or misrepresentation.
Ownership: Impact Theory retains all ownership rights to the Recording, including copyrights and other intellectual property rights.
Governing Law: This clause and any disputes arising from it shall be governed by the laws of Los Angeles, California, and subject to the exclusive jurisdiction of the courts in Los Angeles County, CA.
By continuing to participate in any Impact Theory-hosted Events, you acknowledge that you have read, understood, and agreed to this Likeness Release clause as part of the Terms of Service.
Rights and Licenses. To the extent Impact Theory approves the download or use of Content comprised of copyrights or copyrightable works, Impact Theory grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use such copyrights or copyrightable works solely for their intended purpose and solely for as long as Impact Theory makes such Content generally available to the public. You acquire absolutely no ownership rights or licenses in or to the Services or Site, Content or materials contained within the Services or Site and/or Content, other than the limited right for you to access and use the Services or Site and/or Content for personal purposes only and in accordance with the Terms. Except for the limited license granted in these Terms, Impact Theory and its licensors retain and reserve all right, title, interest and all proprietary rights in and to the Services or Site and/or Content, including without limitation copyrights, patents, trademarks, service marks and trade names. Impact Theory may change, suspend, or discontinue any aspect of the Services or Site and/or Content at any time, without any liability or obligation to you. Impact Theory, its licensors and service providers reserve all rights not granted in these Terms.
Use of Trademarks and Other Marks or Rights. You may not use any of our trademarks, trade names, service marks, copyrights, or logos, or our partners’, affiliated entities’, licensors’, or their licensors’ trademarks, trade names, service marks, copyrights, or logos, including but not limited to IMPACT THEORY, in any manner which creates the impression that such items (i) belong to or are associated with you or indicate the sponsorship or approval of us, our licensors, any partners, affiliates, or their licensors; or (ii) are used with our licensors’, partners’, affiliates’, or their licensors’ consent, and you acknowledge that you have no ownership rights in or to any such items.
Posting Content on the Services and Site. The Services or Site may provide you with the opportunity to submit, post, display, transmit or otherwise make available certain content, including messages, files, data, software, sound, videos, photos, graphics and other items, on or through the Services or Site (all of the foregoing, inclusive of all metadata relating thereto, but expressly excluding any Content, “User Content”). User Content is owned by you or whoever created it, but when you post User Content you license it to Impact Theory as described herein. By submitting, transmitting, posting, displaying or otherwise making available any User Content, you grant us a worldwide, irrevocable, perpetual, unrestricted, fully-transferable, non-exclusive, fully-sublicensable (through multiple tiers of sublicensees), royalty-free and paid-up license to use publicly display, transmit, distribute, exploit, publicly perform, and prepare derivative works of such User Content for our lawful business purposes, including to engage other Users, as well as to provide, promote, and improve the Services and Site, without obligation. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content. Impact Theory is not responsible for User Content others post to the Services or Site. You acknowledge and agree that we may edit, modify or prepare derivative works of your User Content, or we may delete or remove any User Content.
User Conduct. You agree that, while using the Services or Site, you are solely responsible for the content or information you publish, display or otherwise communicate in any manner, or transmit to other users of the Services or Site. You will not: (i) post on the Services or Site, or transmit to other users, or otherwise communicate any defamatory, libelous, slanderous, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially, religiously or ethnically offensive, tortious or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity); (ii) advertise or offer to sell or buy any goods and services for any business purpose that is not specifically authorized; (iii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (iv) email or otherwise upload or transmit any content that poses or creates a privacy or security risk to any person; (v) email or otherwise upload or transmit any content that constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; or (vi) harvest or collect email addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. You may link to the Site provided that you do so in a way that indicates that the link is direct to the Site and is fair and not misleading. You may not integrate or make use of all or part of the Services or Site in ways that would confuse or mislead visitors as to the nature and origin of the Services or Site’s content.
User Restrictions. You agree that, while using the Services and Site, you will not, and will not permit any third party to: (i) post or transmit through the Services or Site any material which contains advertising or any solicitation with respect to products or services; (ii) remove any proprietary notices, including copyright and trademark notices, or labels from the Services or Site on any materials accessed through the Services and Site; or (iii) reverse engineer, decompile, disassemble, modify or create works derivative of the Services or Site or any materials, including any trademark notices or labels from the Services and Site on any materials, accessed through the Services or Site. You are solely responsible for ensuring your use of the Services and Site is in compliance with all applicable foreign, federal, state and local laws, rules and regulations. All use of the Services and Site must be in accordance with these Terms. You may not use, copy, store, reproduce, transmit, distribute, display, modify, alter, license, sublicense, or commercially exploit the Services or Site or any Content, information, data or materials provided through the Services or Site in any manner not expressly permitted by these Terms. You may not: (i) use any “deep link”, “page scrape”, “robot”, “spider”, or other automatic device, program, script, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services or Site or in any way reproduce or circumvent the navigational structure or presentation of the Services or Site to obtain or attempt to obtain any materials, documents, or information through any means not purposefully made available through the Services or Site; (ii) attempt to gain unauthorized access to any portion or feature of the Services and Site, including without limitation, data or materials not intended for you, the account of any other authorized user or any other systems or networks connected to the Services or Site or to any server used by Impact Theory, by hacking, password “mining” or any other illegitimate or prohibited means; (iii) violate or attempt to violate the security of the Services or Site, including without limitation, probe, scan, or test the vulnerability of the Services or Site or any network connected to the Services or Site, or breach the security or authentication measures on the Services or Site, or any network connected to the Services or Site; (iv) attempt to interfere with the Services or Site being provided to any user, host or network, including, without limitation, by means of submitting a virus to the Services or Site, overloading, “flooding,” “mailbombing” or “crashing” the Services and Site; (v) reverse look-up, trace, or seek to trace any information on any other authorized user of or visitor to the Services or Site; (vi) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Site or systems or networks of Impact Theory or networks connected to the Services or Site; (vii) use any device, software, or routine to interfere with the proper working of the Services or Site or any transaction being conducted on the Services or Site, or with any other person’s use of the Services or Site; (viii) market, co-brand, private label, separately distribute, resell or otherwise permit third parties to access and use the Services or Site; (ix) create an intact reproduction of a page or pages of Services or Site into another service; (x) use the Services or Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Impact Theory; (xi) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18; (xii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; and (xiii) interfere with or disrupt the Services or Site or servers or networks connected to the Services or Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Services or Site.
Payment Methods. You will not receive a monthly bill. You authorize us to store your payment method information, and to automatically charge your selected payment method monthly on your renewal date for your subscription to the Services. You agree to update your payment method, if there is change in the payment method information, such as account information or expiration date. Impact Theory can receive updated card information from the financial institution issuing the card. If a payment is not successfully settled, due to insufficient funds, expiration of your payment method, inability to verify your payment method or otherwise, your subscription to the service will cancel and will not auto-renew. You can view your account information and payment activity online by logging into here for the Services with your user ID and password. Refunds are offered at the sole discretion of Impact Theory on a case by case basis. Check the terms and conditions on the respective purchase page for each product for any deviations from this general policy.
All high-ticket Impact Theory University offers and products priced over $1,000 USD - including but not limited to “Billion Dollar CEO”, the “Tom Bilyeu Business Scaling Program”, and any “Scaling Your Business” offers - are non-refundable.
Recurring Subscriptions. IF YOU SELECT AN AUTO RENEWAL FEATURE FOR THE SERVICES (“RECURRING SUBSCRIPTION”), YOU AUTHORIZE IMPACT THEORY TO MAINTAIN YOUR ACCOUNT INFORMATION AND CHARGE THAT ACCOUNT AUTOMATICALLY UPON THE RENEWAL OF THE SERVICES YOU CHOOSE WITH NO FURTHER ACTION REQUIRED BY YOU. IN THE EVENT THAT IMPACT THEORY IS UNABLE TO CHARGE YOUR ACCOUNT AS AUTHORIZED BY YOU WHEN YOU ENROLLED IN A RECURRING SUBSCRIPTION, IMPACT THEORY, MAY, IN ITS SOLE DISCRETION: (I) BILL YOU FOR YOUR SERVICES AND SUSPEND YOUR ACCESS TO THE SERVICES UNTIL PAYMENT IS RECEIVED, AND/OR (II) SEEK TO UPDATE YOUR ACCOUNT INFORMATION THROUGH THIRD PARTY SOURCES (I.E., YOUR BANK OR A PAYMENT PROCESSOR) TO CONTINUE CHARGING YOUR ACCOUNT AS AUTHORIZED BY YOU.
IMPACT THEORY MAY CHANGE THE PRICE FOR RECURRING SUBSCRIPTIONS FROM TIME TO TIME AND WILL COMMUNICATE ANY PRICE CHANGES TO YOU IN ADVANCE AND, IF APPLICABLE, HOW TO ACCEPT THOSE CHANGES. PRICE CHANGES FOR RECURRING SUBSCRIPTIONS WILL TAKE EFFECT AT THE START OF THE NEXT SUBSCRIPTION PERIOD FOLLOWING THE DATE OF THE PRICE CHANGE. AS PERMITTED BY LOCAL LAW, YOU ACCEPT THE NEW PRICE BY CONTINUING TO USE YOUR RECURRING SUBSCRIPTION AFTER THE PRICE CHANGE TAKES EFFECT. IF YOU DO NOT AGREE WITH THE PRICE CHANGES, YOU HAVE THE RIGHT TO REJECT THE CHANGE BY CANCELLING YOUR RECURRING SUBSCRIPTION BEFORE THE PRICE CHANGE GOES INTO EFFECT. PLEASE THEREFORE MAKE SURE YOU READ ANY SUCH NOTIFICATION OF PRICE CHANGES CAREFULLY.
PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. YOU MAY CANCEL A RECURRING SUBSCRIPTION AT ANY TIME, BUT IF YOU CANCEL YOUR SUBSCRIPTION BEFORE THE END OF THE CURRENT SUBSCRIPTION PERIOD, WE WILL NOT REFUND ANY SUBSCRIPTION FEES ALREADY PAID TO US. FOLLOWING ANY CANCELLATION, HOWEVER, YOU WILL CONTINUE TO HAVE ACCESS TO THE SERVICE THROUGH THE END OF YOUR CURRENT SUBSCRIPTION PERIOD. AT ANY TIME, AND FOR ANY REASON, WE MAY PROVIDE A REFUND, DISCOUNT, OR OTHER CONSIDERATION TO SOME OR ALL OF OUR USERS ("CREDITS"). THE AMOUNT AND FORM OF SUCH CREDITS, AND THE DECISION TO PROVIDE THEM, ARE AT OUR SOLE AND ABSOLUTE DISCRETION. THE PROVISION OF CREDITS IN ONE INSTANCE DOES NOT ENTITLE YOU TO CREDITS IN THE FUTURE FOR SIMILAR INSTANCES, NOR DOES IT OBLIGATE US TO PROVIDE CREDITS IN THE FUTURE, UNDER ANY CIRCUMSTANCE.
OUR STANDARD SUBSCRIPTION REFUND POLICY ALLOWS FOR REFUNDS AT THE SOLE DISCRETION OF IMPACT THEORY ON A CASE BY CASE BASIS. CHECK THE TERMS AND CONDITIONS ON THE RESPECTIVE PURCHASE PAGE FOR EACH PRODUCT FOR ANY DEVIATIONS FROM THIS GENERAL POLICY.
Free Trials. We may offer free trials to the Services. Unless otherwise stated in the terms of an offer, free trial offers are available to new customers only, are not available to customers who previously subscribed to the Services, and are limited to one per customer. We may terminate a free trial for conduct that we determine in our sole and absolute discretion to be fraudulent or abusive. If your subscription to the Services starts with a free trial, you must cancel prior to the end of the free trial, or your subscription will automatically renew for the price in effect at the time you enrolled in the free trial or the then-prevailing rate.
International Use. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.
License to Use Comments, Feedback and Ideas. You may choose to submit comments, bug reports, ideas or other feedback about the Services or the Site, including about how to improve the Services or the Site (“User Ideas”). You understand that any comments, feedback, or ideas you send us are provided on a non-confidential basis. By submitting any User Ideas, you agree that we are free to use such User Ideas at our discretion and without additional compensation to you, and to disclose such User Ideas to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, royalty-free, irrevocable, fully-transferable, fully-sublicensable (through multiple tiers of sublicensees), non-exclusive, fully paid-up, worldwide license under all rights necessary for us to incorporate, use and improve upon your User Ideas for any purpose, without any payment to you.
Third Party Material. Under no circumstances will Impact Theory be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Impact Theory does not pre-screen content, but that Impact Theory and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Impact Theory and its designees will have the right to remove any content that violates these Terms or is deemed by Impact Theory, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
Term and Termination. These Terms will take effect the moment you access or use the Services or Site and will be in effect until terminated as set forth below. The right to access the Services or Site, as applicable, will automatically terminate in the event you breach any of these terms. Termination will be effective without notice. You may terminate these Terms at any time by ceasing to use the Services or Site, as applicable. All applicable provisions of these Terms as identified below will survive termination. Upon termination, you must destroy all copies of any aspect of the Services and Site in your possession. The following will survive termination of these Terms for any reason: Impact Theory’s proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law.
Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND SITE IS AT YOUR SOLE RISK AND YOU ASSUME ALL RISK. YOU ACKNOWLEDGE THAT THE SERVICES AND SITE, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES AND LINKS CONTAINED IN THE SERVICES AND SITE, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES AND SITE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON- INFRINGEMENT, TITLE, QUIET ENJOYMENT, QUALITY OF INFORMATION, ACCURACY OR COMPLETENESS OF DATA, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SITE. IMPACT THEORY DOES NOT ENDORSE, RECOMMEND, OR MAKE ANY WARRANTIES AS TO THE CONTENT, INFORMATION, MATERIALS, THIRD PARTY MATERIALS, USER MATERIALS, FEATURES, SERVICES, PRODUCTS, OPINIONS, OR STATEMENTS AVAILABLE ON OR THROUGH LINKS ON THE SERVICES OR SITE. IMPACT THEORY DOES NOT WARRANT THAT THE SERVICES OR SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES OR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES OR SITE WILL BE CORRECTED. YOU SPECIFICALLY ACKNOWLEDGE THAT IMPACT THEORY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
We do not warrant that the Services or Site is compatible with your equipment or that the Services or Site, or e-mail sent by us or our representative, is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that Impact Theory and its partners and affiliates and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by our negligence or that of our partners and affiliates and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors, and assigns or otherwise arising in connection with the Services or Site and shall not be liable for any lost profits, losses, punitive, incidental, or consequential damages, or any claim against us; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the Services or Site caused by your computer equipment or arising from your use of the Services or Site on such equipment.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL IMPACT THEORY OR ITS PARTNERS AND AFFILIATES AND THEIR RESPECTIVE OWNERS, MEMBERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, SUCCESSORS, AND ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), WHICH INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, EVEN IF WE OR THEY HAVE BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICES OR SITE, THE CONTENT OR PRODUCTS, ANY THIRD PARTY MATERIALS OR PRODUCTS AVAILABLE OR SOLD ON OR THOUGH THE SERVICES OR SITE, OR ANY LINKS OR ITEMS ON THE SERVICES OR SITE OR ANY PROVISION OF THE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ANY CASE, THE ENTIRE LIABILITY OF IMPACT THEORY AND AFFILIATES AND LICENSORS UNDER THESE TERMS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) IS LIMITED TO THE FEES PAID FOR YOUR ORDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM.
Indemnification. You agree, at your own expense, to indemnify, defend, and hold harmless us and our partners and affiliates and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors, and assigns harmless from and against any claim, suit, action, or other proceeding from and any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with the Services or Site, or any links on the Services or Site, including but not limited to: (i) any breach or violation of the Terms by you; (ii) material, information, or content submitted or provided by you, including any User Content; (iii) your misuse of the Services or Site; (iv) your negligence or willful misconduct; (v) any actual infringement or misappropriation of third party intellectual property rights related to content you provide, including in the form of User Content or User Ideas; or (vi) any deletions, additions, insertions, or alterations to, or any unauthorized use of, the Services or Site by you. We shall provide notice to you of any such claim, suit, or proceeding and may, but are not obligated to, assist you, at your expense, in defending any such claim, suit or proceeding. You agree to pay any and all costs, damages, and expenses, including but not limited to reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense.
Governing Law. The Terms shall be governed and construed in accordance with the laws of the United States and the State of California, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in Los Angeles, California with respect to any legal proceedings that may arise in connection with the Services or Site or from a dispute as to the interpretation or breach of the Terms and hereby waive any objection to the propriety or convenience of venue in such courts. These Terms constitute the entire understanding and agreement between Impact Theory and you with respect to the Services or Site contemplated in these Terms, and supersede all prior or contemporaneous oral or written communications with respect to the subject matter of these Terms, all of which are merged into these Terms. You may not modify, amend or alter in any way these Terms. In the event any provision of these Terms is found to be invalid or unenforceable pursuant to judicial decree, the remainder of these Terms will remain valid and enforceable according to its terms. Any failure by Impact Theory to strictly enforce any provision of these Terms will not operate as a waiver of that provision or any subsequent breach of that provision. The disclaimers and limitations of liability will survive any termination or expiration of these Terms. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES OR SITE AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF CALIFORNIA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES WILL REMAIN IN EFFECT.
Binding Arbitration Agreement. In the event of a dispute arising under or relating to these Terms (“Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All Disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com.
Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in these Terms will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Severability and Survival of Arbitration Agreement. Except as provided herein, if any part or parts of Sections 26 or 27 are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of such sections shall continue in full force and effect. Sections 26, 27, and this Section 28 will survive the termination of your relationship with us.
Severability of Terms. If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
Assignment. These Terms, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by us without restriction, notice or other obligation to you.
No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision, and no act, omission or delay by us will be deemed a waiver or release of any of our rights hereunder.
No Third Party Beneficiaries. Except as otherwise expressly provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
Digital Millennium Copyright Act (“DMCA”) Notice. Impact Theory is committed to complying with copyright and related laws, and requires all users of the Services and Site to comply with these laws. Accordingly, you may not store any material or content or use or disseminate any material or content through the Services or Site in any manner that constitutes infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Impact Theory to terminate use privileges of any user who repeatedly infringes the copyrights of others upon receipt of proper notification to Impact Theory by the copyright owner or the copyright owner’s legal agent.
If you feel that a posted message is objectionable or infringing, Impact Theory encourages you to contact Impact Theory immediately.
If you believe that any content appearing on the Services or Site has been copied and posted using the Services or Site in a way that constitutes copyright infringement, please provide a written communication containing the following information to the Copyright Agent named below:
Your name, address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
The exact URL or a description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The designated Copyright Agent to receive notification of a claimed infringement under Title II of the Digital Millennium Copyright Act is: [email protected] or 113 N San Vicente, Suite 306, Beverly Hills, CA 90211.
International Users. While the Services and Site is controlled and operated within the United States, this publication may be distributed internationally and may contain references to Impact Theory services, products, and programs that are not available in your country. These references do not imply that Impact Theory intends to announce or provide the programs, products, or services in your country. Impact Theory makes no representation that content, materials or products available on or through the Services or Site are appropriate or available for use outside of the United States. If you access or use the Services or Site from a location outside the United States, you are responsible for compliance with applicable laws, including local laws regarding online conduct and content and product use, and all other local, state and national laws, rules and policies, and U.S. export laws and regulations.
Modifications to the Terms. You agree and understand that we may change or modify part or all of the Terms without notice, and that we may update these Terms and any other document incorporated by reference therein at any time. Such modification shall be effective immediately upon posting to the Services or Site, and we have no obligation to inform you of changes to the Terms. Your access or use of the Services or Site after the posting of modifications to the Terms will constitute your acceptance of the modifications.