1. About Impact

Welcome to Impact, a set of content development solutions and entertainment industry workflow technologies operated by Impact Creative Systems and/or its affiliates, related entities, divisions, subsidiaries, or parent companies (“Impact,” “we,” “our,” or “us”). Impact includes the Impact website and/or its subdomains (the “Site”), which is governed by these Terms of Use (“Terms of Use” or “Terms”). Impact also includes the Impact Creative Network, and the Impact mobile application (the “App”), which require a membership account. Without such an account, you are considered a “Visitor” to the Site and you are subject to these Terms of Use. The Site, along with other features of Impact are referred to in these Terms as the “Services”. Separate Terms of Service apply to the Impact Creative Network. Please read these terms carefully. By accessing or viewing the Services, you agree to these Terms of Use. These Terms form a contract between you and Impact, and if you are using the Services on behalf of a company or organization, such company or organization will also be considered a party to these Terms.

From time to time, Impact may decide to modify, add, or delete portions of these Terms and will post those changes here. If Impact does so, your continued use of the Services after any such changes have been made means you agree to such changes. The amended Terms will automatically be effective when posted here. In addition, Impact reserves the right to change and improve the features and functionality of the Services at any time, which includes adding, modifying or removing features and functionality of the Services, or updating how our Services are provided. Impact further reserves the right to suspend or terminate the Services for any reason or at any time.

2. Privacy Policy

At Impact, we are committed to privacy and security, and to providing the best possible user experience for our users. Please view our Privacy Policy, which explains our practices relating to the collection and use of your information through or in connection with the Services. Our use of your information is always governed by our Privacy Policy, which is incorporated into these Terms. You understand that through your use of the Services, you are consenting to the collection and use of your information consistent with the Privacy Policy.

3. Proprietary Rights

You acknowledge that the Services contain content that is protected by copyrights, trademarks, service marks, trade dress, patents, moral right, or other proprietary rights (“Content”), which rights are protected in all forms of media and technologies existing now and hereinafter developed. You also acknowledge that unless otherwise provided in these Terms or otherwise indicated in the Services, Impact or its licensors own all such Content including, without limitation, all videos, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel” and arrangement of such Content. Your use of the Services shall not grant you any claim of ownership over any Content, and you agree to comply with all applicable copyright and trademark laws. As a Visitor to the Services, you may not modify, transmit, participate in the sale of or transfer or, or create derivative works based on any Content, in whole or in part. You may not store electronically any significant portion of any Content. The use of Content from the Services on any other website or application, including by linking or framing, or in any networked computer environment, for any purpose, is prohibited without Impact’s prior written approval.

4. Prohibited Actions

You agree not to access the Services by any means other than through a commercially available web browser from a computer or through a mobile device. You may not use the Services in a manner that could block access to, impair, damage or otherwise disable Impact or any of our servers. You may not attempt to gain unauthorized access to the Services or to any other user’s accounts, computer systems, or networks through password mining, keystroke logging, hacking, or any other means.

5. Security

Violating the security of the Services is prohibited and may result in criminal and civil liability. We may investigate incidents involving such violations and may involve, and will cooperate with, law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Services or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations.

6. Third Party Websites and Services

The Services may contain links to third party websites or applications that take you outside of the Impact and the Services (“Linked Sites”). We do not control, endorse, sponsor, recommend or otherwise accept responsibility for the content of such Linked Sites, nor do we make any warranties or representations, express or implied, regarding the content (or the accuracy, currency, or completeness of such content) on any Linked Sites. When you follow a link to another website or application, that website or application will be governed by different terms of use and a different privacy policy. You should be sure that you read and agree to those policies.

Your correspondence or business dealings with, third parties found on or throughout the Services, including without limitation with respect to the payment and delivery of related products or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties and are not binding on us. You agree that we are not responsible or liable for any actions, losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind incurred as the result of any such dealings or as the result of the presence of such third parties on the Services, and you agree to indemnify us from and against any claims incurred as the result of any such dealings.

7. Indemnification

You agree to defend, indemnify, and hold harmless Impact, its affiliates, related entities, divisions, subsidiaries, or parent companies, its officers, directors, employees, affiliates and agents from and against any claims, losses, damages, fines, penalties or other liabilities in any way associated with: (i) your use of and access to the Services; (ii) your violation of any of these Terms; and (iii) your violation of any third party right including any copyright, trademark, trade secret, or privacy right related to your use of the Services.

8. Disclaimers

IMPACT MAKES NO REPRESENTATION AS TO THE COMPLETENESS, ACCURACY OR CURRENCY OF ANY INFORMATION ON THE WEBSITE. THE CONTENT AND INFORMATION FOUND IN THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR THE PRODUCTS, INFORMATION OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EXPECTATIONS OF PRIVACY OR NON-INFRINGEMENT. IMPACT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, THE APP OR THE SERVER THAT MAKES THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9. Limitation of Liabilities

TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT WILL IMPACT (OR ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, RELATED ENTITIES, JOINT VENTURES AND EMPLOYEES) BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR INABILITY TO USE THE WEBSITE, APP, SERVICES, OR CONTENT INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND EVEN IF IMPACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL IMPACT’S AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, RELATED ENTITIES, JOINT VENTURES OR EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE WEBSITE, THE APP OR THE SERVICES (WHETHER IN CONTRACT, TORT NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED $100. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST BEGIN WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

10. Release

If you have a dispute with one or more users of the Services, you release Impact (and its officers, directors, affiliates, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

11. Claims of Infringement

Impact respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Impact will respond expeditiously to notices of alleged copyright infringement that are duly reported to its Designated Copyright Agent identified in the notice below. Impact will disable and/or remove access to the Site for users who are repeat infringers. If you believe that your Content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Impact Copyright Agent the following information:

DMCA Notice of Alleged Infringement (“Notice”)

• Identify the copyrighted work that you claim has been infringed, or if multiple works are covered by this Notice you may provide a representative list of the copyrighted works that you claim have been infringed.
• Identify the material or link you claim is infringing and provide a description of where the infringing work is located on the Site.
• Provide your mailing address, telephone number and, if available, email address.
• Include both of the following statements in the body of the Notice:
• “I hereby state that I have a good-faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., fair use).”
• “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
• Provide your full legal name and your electronic or physical signature.
• Deliver this Notice, with all items completed, to Impact’s Designated Copyright Agent: Copyright Agent Impact Creative Systems, Inc. 150 S. El Camino Drive, Suite 100 Beverly Hills, CA 90212

While Impact considers all such notices seriously, you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content or activity is infringing. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney.

12. Termination

Impact reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to all or any part of the Content or Services, at any time and for any reason without prior notice or liability. You may terminate these Terms of Use by discontinuing your use of the Services and access to the Site. Impact also reserves the right, in its sole discretion, to cease providing the Services at any time.

13. Notice of Arbitration Provision & Waiver of Jury Trial

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. IF YOU DO NOT AGREE TO THESE ARBITRATION TERMS AND/OR WAIVER OF JURY TRIAL, PLEASE INFORM US IN WRITING WITHIN 30 DAYS OF YOUR FIRST ACCESS TO THE SERVICES.

Any and all disputes relating to or arising from the Terms of Service or the Privacy Policy, including disputes regarding the validity of this arbitration clause, shall be settled by a single arbitrator in an arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California. The arbitration shall be governed by the laws of the State of California. Each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. This agreement to mediate and/or arbitration is a final and irrevocable waiver of the opportunity to file a lawsuit in court to resolve claims and the right to a jury trial to the fullest extent permitted by law. You should carefully consider this and other provisions of these Terms and the Privacy Policy and have the right to consult legal counsel regarding this provision. If there is a conflict between the JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern.

14. General

These Terms of Use will be governed by the laws of the State of California, without reference to its choice of laws rules. The exclusive jurisdiction and venue for any action under these Terms of Use will be in the state and federal courts of Los Angeles, California. You hereby accept the personal jurisdiction of such courts. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. Impact may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Terms of Use. Nothing in this Agreement constitutes a partnership or joint venture between you and Impact. Impact does not guarantee continuous, uninterrupted or secure access to the Services, and operation of the Services may be interfered with by numerous factors outside of its control. Impact’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. If any provision of these Terms is held in whole or in part to be invalid, void, or unenforceable in any jurisdiction for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in full force and effect. These Terms of Use set forth the entire understanding and agreement between you and Impact with respect to the subject matter hereof. Sections 3 (Proprietary Rights); 7 (Indemnification); 8 (Disclaimers); 9 (Limitation of Liabilities); 10 (Release); 13 (Notice of Arbitration Provision & Waiver of Jury Trial); and 14 (General) survive any termination or expiration of this Agreement. Additionally, any provision that was, by its nature, intended to survive termination of these Terms will so survive.

15. Contact Us

If you have questions about these Terms or the Services, you may contact Impact at help@impact.net. You may also contact us at:

Impact Creative Systems, Inc. 150 S. El Camino Drive, Suite 100 Beverly Hills, CA 90212