Terms of Use Agreement

1. Acceptance of the Terms and Conditions.

1.1 Common Impact, Inc. (herein referred to as "Common Impact", as well as by the terms "we", "us", or "our") provides and makes available this web site (the "Site") and the services offered therein (the "Common Impact Services") to our users ("you") subject to the terms and conditions contained in this Terms of Use Agreement (the "Agreement"). Please read this Agreement carefully. By accessing, browsing or using this Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, do not use the Site.

1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the "Terms of Use" link on the various pages of the Site. The revised Terms and Conditions will become effective at the time of posting ("Effective Date"). If any change to this Agreement is not acceptable, your sole remedy is to terminate your use of the Site. Continued use of the Site after such Effective Date shall constitute acceptance by you of such revised Terms and Conditions.

2. Use of the Site.

2.1 This Site contains material, such as text, graphics, images and other material (collectively referred to as the "Content"). The Content may be owned by us or may be provided through an arrangement we have with others. The Content is protected by copyright under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Section 2.1, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.

2.2 The trademarks, service marks, and logos of Common Impact (the "Common Impact Trademarks") used and displayed on this Site are registered and unregistered trademarks or service marks of Common Impact. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with the Common Impact Trademarks, the "Trademarks"). Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site, without the prior written permission of Common Impact or the applicable third party specific for each such use. The Trademarks may not be used to disparage Common Impact or the applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by Common Impact or the applicable third party in writing. All goodwill generated from the use of any Common Impact Trademark inures to our benefit.

2.3 The Site contains links to third-party web sites ("External Sites") and content supplied by other third parties ("Third Party Content"). Links to the External Sites and the Third Party Content are provided solely as a convenience to you and not as an endorsement by us of the External Sites or the Third Party Content. The Third Party Content and the content of External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for Third Party Content or the content of any linked External Sites and do not make any representations regarding the content or accuracy of Third Party Content or material on External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

2.4 You are solely responsible for content you provide to us to be published on our Site ("User Content"). However, we reserve the right to remove any User Content that we believe may create liability for Common Impact. You represent and warrant that any User Content you provide to us (a) does not infringe on a third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation, including without limitation the laws governing export control; (c) is not defamatory or trade libelous; (d) is not pornographic or obscene; (e) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; and (f) does not contain viruses, trojan horses, worms time bombs or other similar harmful or deleterious programming routines. You acknowledge and agree that the Common Impact Parties (as defined below) other than Common Impact itself are third-party beneficiaries of these representations and warranties, and that they shall apply to them with the same force and effect as they apply to us. You hereby grant to us a worldwide, perpetual, irrevocable, royalty-free right, sublicensable through multiple tiers of sublicensees, to exercise all copyright rights with respect to User Content in any media now known or not currently known. The foregoing does not apply to content contained on hyperlinked pages or any other content you do not submit to us.

3. Privacy.

Our Privacy Policy governs our use of all personally identifiable information collected through the Site. Your use of the Site and/or the Common Impact Services indicates you acceptance of the terms and conditions of our Privacy Policy. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Site and/or the Common Impact Services.

4. Limit of Liability and Warranty.

4.1 COMMON IMPACT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE "COMMON IMPACT PARTIES") MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY. THE COMMON IMPACT PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.

THE COMMON IMPACT PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE OR THAT THIS SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMMON IMPACT PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE SITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMMON IMPACT PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

4.2 IN NO EVENT SHALL ANY COMMON IMPACT PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A COMMON IMPACT PARTY HAS BEEN ADVISED OF, OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

4.3 Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE COMMON IMPACT PARTIES DISCLAIM ALL WARRANTIES PERMITTED TO BE DISCLAIMED UNDER APPLICABLE LAW, AND THEIR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

5. Indemnification.

You agree to defend, indemnify, and hold harmless the Common Impact Parties, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (1) your breach of this Agreement; (2) User Content provided by you; or (3) your access to, use or misuse of the Content, the Common Impact Services or the Site. Common Impact shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. Common Impact reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Common Impact's defense of such matter.

6. Termination of the Agreement.

6.1 Termination. Common Impact reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site, the Content or the Common Impact Services, at any time and for any reason without prior notice or liability. Common Impact reserves the right to change, suspend, or discontinue all or any part of the Site, Content or the Common Impact Services at any time without prior notice or liability.

6.2 Survival. If this Agreement is terminated, Sections 3, 4, 5, 6, 7 and 9 shall survive the termination of this Agreement.

7. No Framing.

Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except where allowed in Section 3. None of the Content for this Site may be retransmitted without express written consent from us for each and every instance.

8. User Must Comply with Applicable Laws.

8.1 This Site is based in Cambridge, Massachusetts. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

8.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

9. U.S. Government Restricted Rights.

The Content is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.

10. Miscellaneous.

This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Common Impact to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Common Impact unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Common Impact and you, this Agreement constitutes the entire Agreement between you and Common Impact with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

11. Contacts.

Please contact us if you have any questions regarding this Agreement or to report any violations of this Agreement by emailing us at: .