Terms of Use

Impact API License Terms

From time to time Impact Tech, Inc. ("Impact") may make available application programming interface(s) (the "Impact APIs") for the purpose of enabling its customers and partners to access its product user interface ("Product UI") and interact with links, reporting functionalities, and other account based information. Only Impact's customers and partners are eligible to access or use the Impact APIs. If you are a competitor of Impact, you are not eligible and are strictly prohibited from accessing or attempting to access through any means or method (including via an Impact customer or partner), or from otherwise using the Impact APIs. Please contact Impact at legal@impact.com if you have questions about your eligibility.

Your access and use of the Impact APIs are subject to these license terms (the "API License"), as well as any agreement between you and Impact, or, in the absence of such a pre-existing agreement, Impact's Website Terms of Use Agreement (the "TOU") located at https://www.impact.com/terms/ (such link may be updated from time to time by Impact). If you disagree with any of the terms in this API License (and/or the TOU, if applicable), you may not use the Impact APIs. Impact may update, amend or terminate this API License and/or the TOU at any time. The most recent version of this API License is available at https://developer.impact.com. Impact may amend this API License from time to time by publication of a new version or terminate or discontinue this API License upon notice to you. Continued use of the Impact APIs after modification of the API License terms constitutes your acceptance to the modified term. You will be provided with notice of termination or discontinuance within your account within the Product UI (if any) or via notice upon attempting to access the Impact APIs.
THIS API LICENSE IS A BINDING LEGAL AGREEMENT AND HAS LEGAL CONSEQUENCES FOR YOU. PLEASE READ THESE TERMS CAREFULLY AND IF YOU HAVE ANY QUESTIONS OR CONCERNED ABOUT THEIR MEANING OR EFFECT, CONSULT AN ATTORNEY BEFORE ACCESSING OR USING THE IMPACT APIs.

License Terms.

If you are eligible to use of the Impact APIs, you may access and use the Impact APIs in accordance with the terms of this API License. The Impact APIs are owned exclusively by Impact and licensed to you on a limited, worldwide (where permitted by law), non-exclusive, revocable and non-assignable and non-sublicensable basis. This API License applies to all copies of the Impact APIs (whomever made by), and updates, improvements, derivatives, revisions, and substitutions (collectively and individually referred to as "Impact APIs"), although Impact is under no obligation to update or improve the Impact APIs. Impact owns all rights, title, and interest in and to the Impact APIs. All rights not expressly granted herein are reserved by Impact. These API Terms of Use grant you no right, title, or interest in any intellectual property owned or licensed by Impact, including, but not limited to, the Impact APIs except for the limited license contained herein.

The Impact APIs are subject to protection under copyright, trademark, and service mark laws of the United States, and/or other proprietary rights and laws of the United States and other countries or through international treaties. Impact's intellectual property rights apply to the Impact APIs, excluding any software components developed by you, which do not themselves incorporate the Impact APIs. You agree to abide by all applicable proprietary rights laws and other laws, as well as any copyright notices or restrictions contained in this API License or on the Impact APIs themselves, your agreement(s) with Impact and/or in the TOU (if applicable).

By entering into this API License, you represent and warrant that (a) you have the full right, power and authority to enter into this API License, without conflict with any obligation, contract, lease, license, third party's rights, or agreement to which You are a party or by which You are bound; and (b) by and through your use of the Impact APIs you will not infringe or misappropriate Impact's or any third party's intellectual property rights.

Permitted Uses.

Subject as follows below, you may use the Impact APIs unless and until the Impact APIs are discontinued or the API License is terminated by either party. You may terminate this API License at any time at your discretion by discontinuing use of the Impact APIs. Impact may discontinue the Impact APIs or terminate the API License at any time for any or no reason. Additionally, this API License automatically terminates if you violate any term of this API License, the TOU (if applicable) or if you are no longer eligible to access and use the Impact APIs under this API License.

Restrictions & Obligations.

You may not: (a) share or rent access to or use the Impact APIs for the benefit of any other person or entity except pursuant to your agreement with Impact, or, if you are a partner of a customer, as permitted by the customer's agreement with Impact; (b) modify, copy, reverse compile, disassemble, reverse engineer, decompile, prepare derivative works based on, the Impact APIs, or attempt in any manner to derive its source code; and/or (c) hack, abuse, adversely interfere with the Product's UI or the Product's technology ("Technology"), or infect the Products or Technology with viruses, worms or other malicious or destructive code.

Except to the extent that the following restrictions are expressly prohibited by applicable law, you shall not nor, will you assist or enable others to:

You must not use "Impact" (or any variation thereof) to endorse or promote your software, products or services, without specific prior written permission from Impact and, if and when, only as authorized.

All copyright notices on the Impact APIs must be reproduced on all copies of the Impact APIs.

Relationship of Parties.

Impact and you are and shall remain independent contractors and nothing herein shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between the parties. You have no authority to incur any obligations on behalf of Impact or to make any promise, representation or contract of any nature on Impact's behalf. If you are a partner with an Impact customer, in no event will Impact be liable for any fees that you charge your client. Further, all taxes or governmental/regulatory fees or liabilities (of any nature or kind) that are a result of or relate to your services, contracts or obligations to or concerning such clients, or your revenue, earnings or compensation, are solely your responsibility, and Impact will have no liability therefore or related thereto and you will indemnify, defend and hold Impact harmless from any allegations or claim concerning any of the foregoing.

Support.

Support, including updates and/or improvements, may be provided to you by Impact, in its sole discretion, and Impact is under no obligation to continue such support. Further, Impact may also impose limits on certain features and services or restrict your access to parts or all of the Impact APIs without prior notice or liability.

Fees.

Currently there is no fee to access or use the Impact APIs. If Impact intends to implement a fee or charge, you will be provided with prior written notice. Continued use after the end of the notice period specified will result in Impact billing you and/or suspending your access and use unless and until payment is made.

Indemnification.

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Impact and its associated companies, subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim, alleged or actual actions, causes of action (of any nature or type), damages, demands, disbursements, judgments, legal proceedings, liability, losses, settlement payments, costs or expenses (including attorneys' fees and costs) arising from or in any way related to this API License and/or your access and/or use of Impact APIs.

Disclaimers.

THE IMPACT APIs ARE PROVIDED "AS IS", WITH NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND IMPACT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, THAT IMPACT's SECURITY METHODS WILL BE SUFFICIENT, REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF THE IMPACT APIs, OR AGAINST INTERFERENCE WITH ENJOYMENT OF IMPACT's "INFORMATION" (WEBSITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED PURSUANT TO THIS API LICENSE ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.

Limitations.

IMPACT SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS API LICENSE, YOUR ACCESS OR USE OF THE IMPACT APIs, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT IMPACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL IMPACT BE LIABLE TO YOU IN ANY AMOUNT.

IF YOU DO NOT AGREE WITH ANY PART OF THIS API LICENSE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST IMPACT WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND/OR USING THE IMPACT APIs.

TO THE EXTENT THAT AN APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH PROHIBITED EXCLUSIONS OR LIMITATIONS THAT ARE CONTAINED HEREIN MAY NOT APPLY TO YOU.

General.

Relationship of the Parties and Assignment. For all purposes of the API Terms of Use, you and Impact shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Impact, express or implied, and you shall not attempt to bind Impact to any contract. You may not assign this API License, nor may it be assumed (by operation of law or otherwise), without the prior express written permission of Impact. This API License is freely assignable by Impact. The API Terms of Use shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Severability/Waiver. If any provision of this API License is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this API License shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the parties' stated intentions. The waiver of any breach by you of any provision shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

Entire Agreement and Amendment. This API License and your definitive customer or partner agreement with Impact (or the TOU in absence of such definitive agreement) contain the entire understanding and agreement between you and Impact regarding your eligibility and access and use of the Impact APIs. This API License may only be altered, amended or modified with the prior express written permission of Impact. Impact may amend, modify and/or update this API License or the TOU, at any time, in its sole discretion, without notice to you. You agree that your continued use of the Impact APIs after any changes have been published constitutes your acceptance of such revisions.

Notices. Except as provided for otherwise, all notices relating to this API License shall be sent to Impact, in writing by a nationally or internationally recognized overnight courier or via first class mail (postage pre-paid), return receipt requested, at Impact Tech, Inc., 223 E. De La Guerra Street, Attn: Legal Department, Santa Barbara, CA 93101, USA.

Survival. The rights and obligations of the parties under this API License that by their nature and context are intended to survive the termination of this API License shall so survive.

Headings. The section headings and subheadings contained in this API License are for convenience only, and are not intended to and shall not limit or otherwise affect its terms.

Law and Venue. This API License shall be governed by and construed in accordance with the laws of the State of California without giving effect to its principles of conflicts of law. By accessing and using the Impact APIs, you expressly consent to the exclusive jurisdiction and venue in the state courts in Santa Barbara County, California, or if federal courts have exclusive jurisdiction then in the United States District Court, Central District of California, Western Division. Any action or proceeding brought by either party which is based on, or derives from, this API License must be brought in such courts, and each party shall not raise, and waives, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction. Notwithstanding any of the foregoing, Impact may seek injunctive or other equitable relief in any court that has jurisdiction.

THE PERSON CLICKING-THROUGH THIS API LICENSE REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL IS AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF THE ENTITY THAT IS TO BE BOUND BY ITS TERMS. SUCH INDIVIDUAL MUST INDEMNIFY, DEFEND AND HOLD IMPACT HARMLESS IN THE EVENT THAT SUCH ENTITY DID NOT SO AUTHORIZE.

Version July 24, 2018

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