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Terms of Service

(Last Updated: November 1, 2023)
1. Acceptance of Terms

1.1 The Impactor Application (the “Application”) is made available to you subject to your acceptance of these Terms (as defined below) via our website (https://impactor.app). The Application, and any other software, add-ons, applications, features, tools, materials, or other services offered from time to time in relation to the Application are collectively referred to here as the “Services.”
1.2 Design Centered Co. (“Design Centered”, “we”, or “us”) is making the Services available to you (the “Customer”). Before you use any part of the Services, however, you will need to agree to these Terms of Service and any terms and conditions incorporated herein by reference (collectively, these “Terms”), including, without limitation, Design Centered’s Privacy Policy.
1.3 You acknowledge and agree that the Services is made available primarily for business use and not intended primarily for personal, family or household use or otherwise for consumer use.
1.4 PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY PART OF THE SERVICES. THESE TERMS GOVERN YOUR USE OF THE SERVICES, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. DESIGN CENTERED IS ONLY WILLING TO MAKE THE SERVICES AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING ANY PART OF THE SERVICES, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS.
1.5 IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN DESIGN CENTERED IS UNWILLING TO MAKE THE SERVICES AVAILABLE TO YOU. YOU ARE RESPONSIBLE TO ENSURE THAT ANY MEMBERS THAT USE THE SERVICES ON YOUR BEHALF ARE AWARE OF AND COMPLY WITH THESE TERMS AND YOU WILL BE LIABLE FOR ANY ACTS, OMISSIONS, USE, MISUSE AND BREACHES BY YOUR MEMBERS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES, OR ANY PART OF IT.

2. Changes to these Terms

2.1 Design Centered may make changes to these Terms from time to time, at Design Centered’s sole discretion. When Design Centered makes changes, it will make the updated Terms available on their website and update the “Last Updated” date at the beginning of these Terms accordingly. 2.2 Please check these Terms periodically for changes. Any changes to these Terms will apply on the date that they are made, and your continued access to or use of the Services after these Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Services.
2.2 Please check these Terms periodically for changes. Any changes to these Terms will apply on the date that they are made, and your continued access to or use of the Services after these Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Services

3. Changes to the Services

Design Centered aims to constantly innovate the Services to help provide the best possible experience. You acknowledge and agree that the form and nature of the Services, and any part of it, may change from time to time without prior notice to you, and that Design Centered may add new features and change any part of the Services at any time without notice.

4. Account Info and Security

When you set up an account on the Services, you and any Members who you authorize to access and use the Services through your subscription will be asked to provide accurate and complete registration information, which may include providing a valid email address, as well as choosing applicable usernames and passwords (collectively, “Account Info”). You understand that you are and will be fully responsible: (i) for the security of your and your Members’ Account Info, and (ii) for any activity that takes place on the Services using your and your Members’ Account Info, whether you knew about it or not. You agree to inform us immediately at support@impactor.app if you become aware that your or your Members’ Account Info has been compromised, or used without your permission. Design Centered cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

5. Payment and Fees

5.1 Access and use of our Services is subject to the payment of the applicable fees as set forth on our Plans and Pricing page: https://impactor.app/pricing/ (“Fees”). You agree to pay the Fees as they become due, which will be billed in the intervals that was selected by you during the signup process for the Services. Fees are exclusive of any sales, use, excise or other taxes, and you agree to pay taxes that are applicable to the Fees and your use of the Services. Fees are non-refundable. We reserve the right, in addition to any other rights or remedies available under these Terms and at law, to suspend your access and use of the Services if you do not pay the applicable Fees, until such overdue amounts are paid in full. You agree to maintain complete, accurate and current billing and contact information.
5.2 Payment for the Services is processed through our third party payment processor, Stripe. You acknowledge and agree that: (i) payment processing Services rendered by Stripe may be subject to Stripe’s terms and conditions that you will need to accept in order to pays Fees hereunder; and (ii) any claims or issue with respect to payment processing shall be taken up with Stripe, and we will have no responsibility in respect thereof.

6. Ownership; Restrictions.

6.1 You acknowledge and agree that Design Centered (or, as applicable, its licensors) owns all legal right, title and interest in and to all elements of the Services, and the systems and technologies used to deliver the Services, including all software, applications, materials, formats, interfaces, information, data, content and proprietary information and technologies owned or licensed by Design Centered (collectively, the “Design Centered Technology”) and all intellectual property rights therein. You acknowledge that the Design Centered Technology may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and other applicable laws. Except as expressly set forth herein, your use of the Services does not grant you ownership of or any other rights or licenses with respect to any Design Centered Technology. Design Centered reserves all rights in and to the Design Centered Technology not expressly granted to you in these Terms.
6.2 You may choose to submit comments, bug reports, ideas or other feedback about the Services, including without limitation about how to improve the Services (collectively, “Feedback”). By submitting any Feedback, you agree that Design Centered is free to use such Feedback at its discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant Design Centered a perpetual, irrevocable, nonexclusive, transferrable, sublicensable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
6.3 You agree that you are responsible for your own conduct while accessing or using the Services, and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content via the Services; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature via the Services; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Services any content that infringes the intellectual proprietary rights of any party; (v) use the Services to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity; (vii) interfere with other Members’ enjoyment of the Services; (viii) exploit the Services for any unauthorized commercial purpose, including selling, leasing, renting, reselling or distributing the Services for the benefit of a third party; (ix) modify, adapt, translate, create derivative works from, reverse assemble, decompile, disassemble, reverse compile or reverse engineer any portion of the Services; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Services or any part of it; (xi) reformat or frame any portion of the Services; (xii) display any content on the Services that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services, or to collect information about its Members for any unauthorized purpose; (xiv) create Member accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the Services for the purpose of creating a product or Services that is competitive with any of Design Centered’s products or services. Subject to the terms and conditions of these Terms, Design Centered grants you a non-exclusive, revocable non-transferrable and non-sublicensable subscription to access and use the Services for internal business purposes. 
6.4 You own and are responsible for any data, information or information contained in any database, template or other similar document that is submitted or provided by you (or on your behalf) through the Services or to Design Centered (“Your Data”). You grant us a non-exclusive, worldwide, royalty-free, transferrable and sublicensable right and license to use, reproduce, process, modify and display Your Data for the purposes of providing the Services. In addition, you grant us this right and license to use Your Data on a perpetual basis in an aggregate and anonymized format for Design Centered’s business purposes, including to develop and improve the Services and our other products and services.

7. Third Party Materials

The Services may provide links, integrations, add-ons or connections to other World Wide Web or accessible sites, applications or resources and third party products and services (“Third Party Materials”). Because Design Centered has no control over such Third Party Materials, you acknowledge and agree that Design Centered is not responsible for the availability of such Third Party Materials, and does not endorse and is not responsible or liable to you or to any third party for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Design Centered will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance upon any such Third Party Materials.

8. Term, Termination and Suspension

8.1 The term of these Terms begins upon your subscription to the Services for the duration of the subscription term selected by you during the registration process (the “Subscription Term”). The Subscription Term will renew automatically for subsequent terms equivalent in length of the initial Subscription Term, unless as cancelled or modified by you using the interface provided on our Site.
8.2 You may terminate these Terms at any time by canceling your account on the Services and discontinuing your access to and use of the Services. You will continue to have access to the Services for the duration of any prepaid Subscription Term, and these Terms shall continue to apply until the end of such Subscription Term.
8.3 Design Centered may immediately and without notice terminate these Terms if you materially breach these Terms or if you become insolvent or file a petition (or a petition is filed against you) in bankruptcy. 
8.4 You will not receive any refunds for any prepaid Subscription Term resulting from a cancellation or termination of these Terms.
8.5 Design Centered will not be liable to you or to any third party for any such suspension or termination. If Design Centered terminates these Terms or suspends or terminates your account(s) or access to or use of the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity or otherwise for material breach, then termination of these Terms will be in addition to any other remedies Design Centered may have at law or in equity.
8.6 Upon any termination or expiration of these Terms, whether by you or by Design Centered: (i) your access and use of the Services will immediately cease and any rights and licenses granted to you under these Terms will terminate; and (ii) you may no longer have access to information that you had posted on the Services or that is related to your account(s), and you acknowledge that Design Centered will have no obligation to maintain any such information in its databases or to forward any such information to you or to any third party. Sections 6, 10, 11, 12, and 14 of these Terms will survive the termination or expiration of these Terms for any reason.

9. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES AND ANY PART OF IT IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES, AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DESIGN CENTERED, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS REPRESENTATIONS, WARRANTIES OR CONDITIONS AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, THE EXTENSION, OR ANY EXTERNAL WEBSITES THAT YOU MAY ACCESS VIA THE SERVICES), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DESIGN CENTERED, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR THAT BUGS OR ERRORS WILL BE CORRECTED, (III) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, (III) THE SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE. YOU UNDERSTAND THAT DESIGN CENTERED MAKES NO REPRESENTATIONS CONCERNING ANY OF THE CONTENT THAT YOU MAY ACCESS VIA THE SERVICES, AND THAT DESIGN CENTERED WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED VIA THE SERVICES.

10. Indemnity

You agree to hold harmless and indemnify Design Centered and its parents, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to (i) your or your Members’ breach of these Terms, (ii) your or your Members’ use of the Services, or any part of it, or (iii) your or your Members’ violation of applicable laws, rules or regulations in connection with your access to or use of the Services or any part of it. Design Centered reserves the right to assume exclusive defense, control, and settlement of any matter for which you are obliged to indemnify us under these Terms, and, in such case, you agree to cooperate with Design Centered (at your own expense) in the defense and/or settlement of such matter, at Design Centered’s request.

11. Limitations of liability

11.1 YOU UNDERSTAND AND AGREE THAT DESIGN CENTERED, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS, EVEN IF DESIGN CENTERED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 YOU AGREE THAT DESIGN CENTERED’S TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.
11.3 YOU ACKNOWLEDGE AND AGREE THAT DESIGN CENTERED HAS MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. DESIGN CENTERED WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.
11.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Dispute Resolution; Arbitration

12.1 Please read this Section 12 carefully. It requires you to arbitrate disputes with Design Centered, and limits the manner in which you can seek relief from Design Centered.
12.2 All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Services, the Site, or the Extension, or to any products or Services sold or distributed through the Services, the Site, or the Extension, will be exclusively referred to and finally resolved by arbitration. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be Ottawa, Canada. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Design Centered may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by Design Centered through injunctive relief and other equitable remedies without proof of monetary damages.
12.3 WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SERVICES OR ANY PART OF IT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

13. Privacy Policy

Design Centered’s Privacy Policy describes the ways that Design Centered collects, uses, stores and discloses your personal information, and is hereby incorporated by this reference into these Terms. You acknowledge that the collection, use, storage, and disclosure of your personal information by Design Centered will be done in accordance with the Design Centered Privacy Policy.

14. General

14.1 These Terms constitute the entire legal agreement between you and Design Centered, govern your access to and use of the Services, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Services, whether oral or written. There are no third party beneficiaries to these Terms.
14.2 The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
14.3 You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Design Centered may assign its rights and obligations under these Terms in its sole discretion to an affiliate, or in connection with an acquisition, sale or merger.
14.4 Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Design Centered’s failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision.
14.5 These Terms will be governed by and construed in accordance with the laws of the province of Ontario, Canada and the federal laws of Canada applicable therein, excluding its conflicts of law rules and principles. Subject to Section 12, any legal action or proceeding arising under these Terms will be brought exclusively in the federal or provincial courts located in Ottawa, Canada, and the parties irrevocably consent to exclusive personal jurisdiction and venue there.
14.6 Design Centered will not be liable for any failure or delayed performance of its obligations that result from any condition beyond its reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties.
14.7 You agree that Design Centered may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the Services, the Site, or the Extension. By providing Design Centered with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.