TERMS OF USE

1. INTRODUCTION

This Website (www.impactmetropolis.com) is maintained as a service to our users and members in the United States. By using the Website, you agree these terms of use are entered into by and between You and Impact Metropolis (“Impact”, “we”, “us”). The following terms and conditions, (these “Terms of Use” or this “Agreement”), govern your access to and use of the Website and its applications, including any content, forums, functionality, and services offered, and as may be offered in the future, on or through the Website or its related applications (the “Service”).

Please read these Terms of Use carefully before accessing or using the Service. By accessing or using the Services, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you must not access or use the Services. The Service is intended for adults only and not intended for the use of any children under the age of 13. In states or countries that do not allow some or all of the above limitations, liability shall be limited to the greatest extent permitted by applicable law. By using the Service, you represent and warrant that you are of legal age to form a binding contract with Impact. If you do not meet these requirements, you must not access or use the Service.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND IMPACT THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION IX (ARBITRATION) BELOW FOR DETAILS REGARDING ARBITRATION.

1. DISCLOSURES AND DISCLAIMERS

The views and information contained within the Website are provided for informational purposes only. None of the information displayed on or downloadable from the Website represents an offer by Impact to buy or sell or a solicitation of an offer to buy or sell any security, nor does it constitute an offer to provide investment advice or service. Representatives of Impact do not (1) advise any member on the merits or advisability of a particular investment or transaction, or (2) assist in the determination of fair value of any investment, or (3) provide legal, tax or transactional advisory services.  Impact is not registered as an investment adviser with the U.S. Securities and Exchange Commission, any U.S. state securities regulator, or any other regulatory body.

Impact does not control or endorse the content, messages, or information found on the Website or on external websites that may be linked to or from Impact and Impact specifically disclaims any responsibility with regard thereto.

As a user of the Service, you should complete your own independent due diligence regarding the investment, including obtaining additional information about the company, opinions, financial projections and legal or other investment advice.

IMPACT IS NOT A FINANCIAL PLANNER, INVESTMENT ADVISOR, OR TAX ADVISOR.

Neither Impact nor the Service is intended to provide legal, tax, investment, or financial advice. Although the Service may host or display data, information, or content relating to potential investment opportunities, such content is not authored by Impact and you should not construe any such content as an endorsement of that data or information or as tax, legal, financial, or investment advice.  Impact will not facilitate, broker, or handle any securities or sales proceeds at any time. Impact does not purchase or hold any shares of companies listed on its platform. Impact does not provide any investment advice or opinion as to the value of any shares.  You must make your own assessment regarding regulatory requirements that may be applied to your activities on the Website.

CHANGES TO THE SERVICE AND TERMS OF USE

We may update the content on this Website from time to time, and any of the material on the Website or application may be out of date at any given time, and we are under no obligation to update such material.

Impact reserves the right to withdraw or amend the Website, Service, or application, and Impact may modify these Terms of Use at any time without notice, and such modifications shall be effective immediately upon posting the modified website content or Terms of Use. You agree to review these Terms of Use periodically to be aware of such modifications and your continued access or use of the Service shall be deemed your conclusive acceptance of such modified Terms of Use.

2. YOUR OBLIGATIONS

STANDARD SERVICES/ TYPES OF ACCOUNTS

Your use of the Service may fall into one of the following account types, and thus your use may be subject to specific terms and conditions applicable only to those types of accounts: Visitor, Member, and Premium Member.  All users of the Services are referred to herein as “Users.” 

Premium Members include those Members who purchase Impact’s paid services (“Premium Services”) may include access to expanded and searchable profile information of other Premium members, discounts to partner/sponsorship events, and access to premium content. The scope of Premium Services may change from time to time.

If you have chosen not to create an account, you may view certain features as a Visitor.  You may use the Service as a Member by creating an account only if you are at least 13 years or older.

You agree that:

• We, along with our service providers, may store and continue billing your account to avoid interruptions in your Premium Services.
• If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. Learn how to cancel or suspend your Premium Services.
• All of your purchases of Services are subject to Impact’s refund policy.
• We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
• If you buy any of our Premium Services, you agree to pay us the applicable fees and taxes for the Premium Services. Failure to pay these fees will result in the termination of your Premium Services.
• You will not use Impact to market services, particularly investment advisory services that might cause Impact to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter.

We are not obligated to publish any information or content on our Website and can remove it with or without notice.  Our Service allows messaging and sharing of information in different ways, such as your profile and on forum boards. Information and content that you share or post may be seen by other Members, Visitors or others (including off of the Service). Where we have made settings available, we will attempt to honor the choices you make about who can see content or information (e.g., restricting your profile visibility from search engines), but we cannot guarantee that Members who see information will not distribute that information. We also cannot guarantee that there will never be a software bug or some other situation that would permit unauthorized viewing of material.

You agree that you will:

• You will have only one account in your real name. Creating an account with false information is a violation of our terms.
• You have not previously been restricted from using the Service by Impact.
• You will use a strong password and keep it confidential.
• Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
• Provide accurate information to us and keep it updated;
• Use your real name on your Member profile; and
• Use the Service in a professional manner.

You agree that you will not:

• Misrepresent your identity, create a Member profile for anyone other than yourself (a real person), or use or attempt to use another’s account;
• Post any material that:
  • is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
  • promotes any illegal or unethical activities while using the Service; or
  • contains software viruses, worms, or any other harmful code;
• Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Service or otherwise copy profiles and other data from the Service;
• Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches or profile views);
• Copy, use, disclose or distribute any information obtained from the Service, whether directly or through third parties (such as search engines), without the consent of Impact;
• Disclose information that you do not have the consent to disclose (such as confidential information of others);
• Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights;
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Service or any related technology that is not open source;
• Imply or state that you are affiliated with or endorsed by Impact without our express consent;
• Use bots or other automated methods to either access the Service or post any material to our Websites or Services;
• Monitor the Service’s availability, performance or functionality for any competitive purpose;
• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Service; and/or
• Interfere with the operation of, or place an unreasonable load on, the Service (e.g., spam, denial of service attack, viruses, gaming algorithms).

3. TERMINATION OF SERVICE

You agree that we, in our sole discretion, may immediately suspend or terminate your access to the Website and Service at any time, for any reason, without notice or refund. SUSPENSION OR TERMINATION WILL IN NO WAY MODIFY, CHANGE OR VOID ANY PAYMENT OBLIGATIONS YOU MAY HAVE INCURRED THROUGH YOUR USE OF THE SITE OR ANY SERVICE, WHETHER SUCH OBLIGATION IS TO IMPACT OR A THIRD PARTY. Additionally, you agree that we, in our sole discretion, may immediately and without prior notice to you remove any content submitted by you or any other person or entity on the Website or through the Service.

4. RELIANCE ON INFORMATION ON WEBSITE

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Impact, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Impact. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

GEOGRAPHIC RESTRICTIONS

We provide this Website for use only by persons located in the United States.  We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws

5. OFFERS AND THIRD-PARTY LINKS

Some parts of the Website may be supported by sponsored links from advertisers and display offers that may be custom matched to you based on information stored in the Service, queries made through the Service, or other information. In connection with any such offers, the Website may provide links to other websites belonging to Impact advertisers, sponsors, and other third parties. Impact does not endorse, warrant or guarantee the products or services available through any such offers (or any other third-party products or services advertised on or linked from its site), and Impact is not an agent or broker or otherwise responsible for the activities or policies of those websites.  For information about how Third Parties may use your information, please contact those parties. 

6. YOUR INDEMNIFICATION OF IMPACT

You agree to indemnify, defend, and hold harmless Impact, our affiliates, officers, directors, and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (a) any of your content and/or information that you submit, post or transmit through the Website or Service, (b) your use of the Website or Service, (c) your violation of this Agreement, (d) your violation of any rights of any other person or entity or (e) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines entered by you into the Website or Service.

7. DISCLAIMER OF WARRANTIES

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, THE CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER IMPACT NOR ANY PERSON ASSOCIATED WITH IMPACT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE AND SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER IMPACT NOR ANYONE ASSOCIATED WITH IMPACT REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

8. APPLICABLE LAW

You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Website and Service and your purchase of Premium Services through our Website. We may, in our sole discretion, report actual or perceived violations of law to law enforcement or appropriate authorities. We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. If we become aware of any potential or suspected violation of these Terms and Conditions or of our Privacy Policy, we may (but are not obligated to) conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation we may suspend access or services to any Member or Visitor being investigated and/or remove any material from our servers. You agree to cooperate fully with any such investigation. You acknowledge that violations of the Agreement could be subject to criminal or civil penalties. The Terms and Conditions, Privacy Policy, and the relationship between you and Impact shall be governed by the laws of the State of Colorado without regard to its conflict of law provisions.

The failure of Impact to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of this Website, the Service or the Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

9. ARBITRATION

You understand that, in return for agreement to this provision, Impact is able to offer the Service at the terms designated, and that your assent to this provision is an integral part of Impact’s willingness to enter into this Agreement, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Impact may seek such relief in any court with jurisdiction over the parties.

Arbitration Agreement.

Any claim, dispute, controversy or other matter in question with regard to this Agreement shall be submitted to the American Arbitration Association (“AAA”) and shall exclusively be subject to final binding arbitration in accordance with the Commercial Arbitration Rules and Regulations of the AAA, to take place in Denver, Colorado. Claims or disputes must be filed within one year. To the extent permitted by law, any claim or dispute under this Agreement must be filed in an arbitration proceeding or in court within one year of the occurrence of the underlying incident giving rise to the legal claim. You agree you are permanently barred to bring a claim for your dispute if you do not file your claim within one year.

10. NOTICES

All notices and other communications required under this Agreement shall be in writing and shall be directed to: (a) Impact Metropolis at info@impactmetropolis.com; or (b) to you at the email address you provided. Notice shall be deemed to have been duly given upon actual receipt by a party, or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or any other address, as any party hereto shall hereafter specify by notice to the other party hereto.

11. MISCELLANEOUS

If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement.

You agree that if Impact does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Impact has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies of Impact.

This Agreement and the Privacy Policy [LINK] represents the entire understanding and agreement between you and Impact regarding the subject matter of the same and supersedes all other previous agreements.