Last Updated: July 17, 2020 – 1:11 PM PT
You must be at least 18 years of age and reside within the United States to use our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout the remainder of these Terms will include you and that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
2. User Accounts and Account Security
You will need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. You are not permitted to access or use the Services beyond the permissions granted for your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
3. User Content
- Our Services may allow you and other users to create, post, store and share content, including messages, data, text, logos, images, photos, videos, graphics, works of authorship, applications, links and other materials (collectively, “User Content”). Your User Content also includes any content you direct us or others to draft on your behalf (such as in connection with services provided pursuant to a separate agreement) and any edits or modifications to another’s User Content that you make, create, post, store or share through the Services. Except for the license you grant below, you retain all rights in and to your User Content, as between you and X4Impact. At all times, you remain fully responsible for your User Content.
- You grant X4Impact a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. This license includes the right for X4Impact to allow its other users to edit, modify or delete your User Content via the Services. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. You further understand that, unless otherwise agreed to in writing by us, you have no expectation of compensation for any activity, contribution, or idea that you provide through the Services.
- You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice, including for a violation of these Terms or if you otherwise create liability for us.
4. Prohibited Conduct and Content
- You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account without authorization from that user;
- Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Sell, resell, license or otherwise commercially exploit our Services;
- Sell any information about or relating to any individual that you receive via the Services, including information you receive when a person uses the Services to demonstrate interest in your products or services;
- Reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Upload, transmit, or distribute to or through the Services any computer viruses, worms, or other harmful or malicious materials, including software intended to interfere with the intended operation of a computer system or obtain unauthorized access to data;
- Develop or use any applications that interact with our Services without our prior written consent;
- Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
- Bypass or ignore instructions contained in our robots.txt file; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
- Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
- Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- Impersonates, or misrepresents your affiliation with, any person or entity;
- Contains any unsolicited promotions, political campaigning, advertising or solicitations;
- Contains any private or personal information of a third party without such third party’s consent;
- Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
- In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose X4Impact or others to any harm or liability of any type.
5. Ownership; Limited License
The Services, including User Content and all other text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by X4Impact or our licensors (which includes the authors of User Content) and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services. Except as permitted through the Services, or as otherwise permitted by us in writing, your license does not include the right to:
- license, sell, transfer, assign, distribute, host or otherwise commercially exploit the Services; or
- modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Services.
We may in certain circumstances allow individuals to copy or distribute User Content to other websites or platforms to help further support social innovation efforts. However, you must receive our prior express written permission before engaging in those activities.
Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
X4IMPACT, X4I, MARKET INTELLIGENCE PLATFORM FOR SOCIAL INNOVATION, WHERE INNOVATION MEETS IMPACT and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of X4Impact and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about X4Impact or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in X4Impact’s sole discretion. You understand that X4Impact may treat Feedback as nonconfidential.
8. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify X4Impact’s designated agent as follows:
Designated Agent: Customer Success & Operations Manager
Address:1012 1st ave STE 200, Seattle, WA 98104
E-Mail Address: Copyright@x4i.org
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to X4Impact for certain costs and damages.
9. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). Third-Party Content includes solution listings provided by third parties and any grant opportunities or other third-party products, offerings or materials referenced in User Content. We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. X4Impact does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless X4Impact and our officers, directors, agents, partners and employees (individually and collectively, the “X4Impact Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; or (c) your violation of these Terms. You agree to promptly notify the X4Impact Parties of any third-party Claims, cooperate with the X4Impact Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the X4Impact Parties will have control of the defense or settlement, at X4Impact’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a separate written agreement between you and X4Impact or the other X4Impact Parties.
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, X4Impact does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. You assume the entire risk as to the quality and performance of the Services.
12. Limitation of Liability
- To the fullest extent permitted by applicable law, X4Impact and the other X4Impact Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if X4Impact or the other X4Impact Parties have been advised of the possibility of such damages.
- The total liability of X4Impact and the other X4Impact Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100.00 or the amount paid by you to use our Services.
- The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of X4Impact or the other X4Impact Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release X4Impact and the other X4Impact Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
14. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with X4Impact and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
- No Representative Actions. You and X4Impact agree that any dispute arising out of or related to these Terms or our Services is personal to you and X4Impact and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
- Arbitration of Disputes. Except for small claims disputes in which you or X4Impact seeks to bring an individual action in small claims court located in the county of your residence or disputes in which you or X4Impact seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and X4Impact waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against X4Impact you agree to first contact X4Impact and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to X4Impact by email at Legalfirstname.lastname@example.org. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and X4Impact cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in King County, Washington unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 14, a “consumer” means a person using the Services for personal, family or household purposes. You and X4Impact agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
- You and X4Impact agree that these Terms affect interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
- The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, X4Impact, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
- Each party will pay its own fees in connection with the arbitration, including filing fees, unless otherwise required by the JAMS Rules. You and X4Impact agree that the state or federal courts of the State of Washington and the United States sitting in King County, Washington have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
- Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and X4Impact will not have the right to assert the claim.
- You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 14 by emailing your opt-out notice to us at Legalemail@example.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 15.
- If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
15. Governing Law and Venue
Any dispute arising from or related to these Terms or your use of the Services will be governed by and construed and enforced in accordance with the laws of Washington, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Washington and the United States, respectively, sitting in King County, Washington.
16. Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
17. Additional Terms and Amendments
- We may supply different or additional terms in relation to some of our Services (“Additional Terms”), and those Additional Terms become part of, and are subject to, these Terms if you use those Services, and are hereby incorporated by reference. If there is a conflict between these Terms and the Additional Terms, the Additional Terms will control for that conflict.
- We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. Unless material changes are made to the arbitration provision under Section 14, you agree that modification of the Terms does not create a new right to opt out of arbitration.
- If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
- The failure of X4Impact to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.
- These Terms (including any Additional Terms) reflect the entire agreement between the parties relating to the subject matter hereof and supersede all oral agreements and any other representations or statements made about the Services; provided, however, that these Terms do not limit, supersede or otherwise affect any separate written agreement signed by both parties that relates to services or benefits provided by X4Impact to you in connection with the Services.
- The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”
- Except as otherwise 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.
- You agree that communications and transactions between us may be conducted electronically.