These Terms (“Terms”) apply to you as any person or business entity who is a client, customer, contractor, employee and/or other purchaser (collectively “Client”) of goods or services from IMPELUP LLC, or any of its subsidiaries or affiliates (collectively “ImpelUp”).
These Terms form a legally binding agreement between Client and ImpelUp concerning any Client access of ImpelUp’s Sales Portal (the “Portal”). If and to the extent there exists any other written agreement executed and in force between ImpelUp and Client, and any of the Terms conflict with such agreement, such agreement shall supersede these Terms. ImpelUP and Client may singularly be identified herein as “Party” and collectively as “Parties.”
               1.1 Subject to these Terms, ImpelUp grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to display, access, and use the Portal, for the duration of the Term and solely for Client’s internal purposes.
               1.2 Client may grant access and use rights to any contractor and/or employee that Client permits to use or access the Portal provided that such contractor and/or employee has a need to use the Portal in the scope and course of their engagement with Client (“Authorized Users”) provided that: (A) Client agrees to be responsible for the acts and omissions of such Authorized Users in relation to the Terms; (B) all of Client’s obligations under the Terms will remain in force and undiminished. In connection with an Authorized User’s use of the Portal, ImpelUp may collect certain personal information, which may be used to validate the identity of an Authorized User.
               1.3 Client and each Authorized User will be given a unique user identification (“User ID“) and a corresponding passcode or other access code to enable access and use the Portal. Client agrees to keep Client’s passcode secure and strictly confidential and ensure that all Authorized Users agree to the same. Client agrees to notify ImpelUp immediately of any change in access and use rights for any Authorized User. Client acknowledges that Client, and not ImpelUp, is ultimately responsible for the access to its account by Authorized Users; and ImpelUp disclaims all liability resulting from or arising out of the unauthorized access of Client’s account through any User ID assigned to Client or its Authorized Users.
               2.1 Client and its Authorized Users are prohibited from using the Portal for any purpose which would violate any provision of these Terms. Specifically, Client and Authorized Users shall not: (A) copy, modify, or create a derivative work from, reverse engineer, disassemble, decompile, decode, adapt, reverse assemble or otherwise attempt to discover any source code in part or in full; (B) rent, lease, lend, sell, assign, sublicense, distribute, publish, or otherwise transfer any right in the Portal; (C) re-sell the Portal or its contents, or permit collection (including but not limited to collection via web-scraping); (D) use any device, software, or routine to bypass any code of the Portal or to interfere or attempt to interfere with the proper working of the Portal; (E) take any action that imposes an unreasonable or disproportionately large load on the Portal or its host infrastructure; (F) engage in any automated system or method of data collection from the Portal; (G) disclose, disseminate, reproduce, or publish any portion of the Portal in any manner or permit the same; (H) use the Portal to create derivative products or other derivative works; and/or (i) disassemble, decompile, manipulate, or reverse engineer any portion of the Portal.
               2.2 Client acknowledges and agrees that the Portal may include reports, results, findings, or other analyses; but all decisions in connection with the use or implementation of such analyses shall be the responsibility of, and made by, Client. ImpelUp will not perform management functions or make management decisions for Client.
               2.3 ImpelUp will use commercially reasonable efforts to maintain industry standard safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of data or other information supplied by Client to be used in connection with the Portal that Client provides to ImpelUp (“Client Data”). By using the Portal, Client acknowledges and agrees that the security procedures of the Portal are commercially reasonable. Client acknowledges and agrees that access to and use of the Portal is through the World Wide Web or other Internet services are NOT necessarily secure, and ImpelUp does NOT warrant that such systems are secure.
               2.4 Client shall be responsible for the security of Client’s (and Authorized User’s) use of the Portal and Client Data, and shall take and maintain appropriate steps to ensure the security of the Client Data (and the use by Authorized Users) of the Portal. At all times Client shall use an industry-standard anti-virus software and commercially reasonable security measures to protect Client, the Portal, and all Client Data against any viruses, worms, Trojan horses or other harmful codes and/or devices, operating on Client’s or any Authorized User’s system.  ImpelUp may set cookies on an Authorized User’s computer as identification to permit access to areas of the Portal in place of login and password and to record use of the Portal.
               2.5 As between the Parties, Client acknowledges that ImpelUp is the exclusive owner of all right, title and interest in and to (the following, inclusively “Vendor Materials”): (A) the Portal; (B) any pre-existing invention, discovery, original works of authorship, developments, improvements, trade secrets, concepts or other proprietary information or intellectual property right developed and/or owned by ImpelUp, ImpelUp’s affiliates, employees, subcontractors, staff, licensors, providers, or other third parties or individuals that provide or may provide Portal or other services to others or on ImpelUp’s behalf; (C) all copyrights, trademarks, service marks, patents, trade names (registered and unregistered), trade secrets, know-how, inventions, licenses, and all other intellectual property or proprietary rights throughout the world developed and/or owned by ImpelUp, its agents, or third parties on or after the effective date of these Terms, including, without limitation, all marks; (D) research, benchmarking methodologies, tools, and other confidential materials relating to the Portal (including, without limitation, any such materials based on aggregated and de-identified Client Data); and (E) any derivative works of any of the foregoing.
               2.6 No Unlawful or Prohibited Use/Intellectual Property.
  1. Client is granted a non-exclusive, non-transferable, revocable license to access and use the Portal strictly in accordance with these Terms. As a condition of your use of the Portal, Client warrants to ImpelUp that Client will not use the Portal for any purpose that is unlawful or prohibited by these Terms. Client may not use the Portal in any manner which could damage, disable, overburden, or impair the Portal or interfere with any other party’s use and enjoyment of the Portal. Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Portal.
  2. All content included as part of the Portal such as text, graphics, logos, images, information, as well as the compilation thereof, and any software used on the Portal, is the property of ImpelUp and protected by copyright and other laws that protect intellectual property and proprietary rights. Client agrees to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
  3. Client will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Portal. ImpelUp content is not for resale. Client’s use of the Portal does not entitle Client to make any unauthorized use of any protected content, and in particular Client will not delete or alter any proprietary rights or attribution notices in any content. Client will use protected content solely for Client’s personal use, and will make no other use of the content without the express written permission of ImpelUp and the copyright owner. Client agrees that Client does not acquire any ownership rights in any protected content. ImpelUp does not grant Client any licenses, express or implied, to the intellectual property of ImpelUp or ImpelUp’s licensors except as expressly authorized by these Terms.
               2.7 Accuracy, Completeness & Timeliness of Information. ImpelUp is not responsible if information on the Portal is not accurate, complete and/or current. Any and all material on the Portal is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the material on the Portal is at the Client’s own risk.
               2.8 Providing any suggestions, enhancement requests, recommendations, corrections or other feedback (collectively, “Feedback”) is strictly voluntary. If Client provides any Feedback to ImpelUp, orally or in writing, ImpelUp shall: (A) own, exclusively, all now known or later discovered rights to the Feedback; (B) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and (C) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to Client or any other person.
               2.9 Client agrees to adhere to the following Platform policies: (A) Client shall not store, write down and/or use in any capacity any customer contact and/or payment information available on the Platform aside from utilizing such information in accordance with the proper use of Platform; (B) Client is fully responsible for any individual and/or third-party they contact through the Platform; (C) Client is fully responsible for anything they communicate to any individual and/or third-party in any manner whatsoever through the Platform; and (D) ImpelUp is not in any way responsible for the customer enrollment process.
               2.10 Client is solely responsible for Client’s interactions with other users of the Portal and any other parties with whom Client interacts with on the Portal. Additionally, Client is solely responsible for any and all information (including, but not limited to, customer information, payment information, contact information, etc.). Client inputs into and/or publishes on the Portal. Client agrees that ImpelUp will not be responsible for any liability incurred as the result of any interactions between Client and other users of the Portal and/or for any and all information Client inputs and/or publishes on the Portal. 
               3.1 These Terms commence on the date Client registers to receive the Portal and continues for so long as the Client accesses the Portal or until it is otherwise terminated (the “Term”). These terms and access to the Portal will automatically terminate if the underlying agreement through which ImpelUp provides other services to Client expires or is otherwise terminated.
               3.2 ImpelUp may terminate these Terms and access to the Portal at any time, without notice. Client may terminate these Terms at any time by deleting their registered account.
               3.3 Either Party may terminate these Terms immediately upon written notice for the material breach of the other Party, which material breach (if curable) has remained uncured for period of thirty (30) days from the date of delivery of written notice thereof to the breaching Party.
               3.4 ImpelUp may, directly or indirectly, and by use of a disabling device or any other lawful means, suspend, terminate or otherwise deny Client’s access to or use of all or any part of the Portal without incurring any resulting obligation or liability, if: (A) ImpelUp receives a judicial or other governmental demand or order or law enforcement request that expressly or by reasonable implication requires ImpelUp to do so, in which case ImpelUp shall provide Client prompt written notice; or (B) ImpelUp believes, in its reasonable discretion, that: (i) Client has accessed or used the Portal beyond the scope of the rights granted or for a purpose not authorized under these Terms; (ii) Client is or has been involved in any fraudulent or unlawful activities relating to or in connection with the Portal; (iii) Client’s use of the Portal in violation of these Terms, or the transmission of any Client Data, poses any security or vulnerability risk to ImpelUp or the Portal; and/or (iv) these Terms expire or are terminated.
  1. CONFIDENTIALITY. Neither Party hereto will at any time or in any manner, either directly or indirectly, use for the personal benefit of themselves, or divulge, disclose, or communicate in any manner any information that is proprietary to the other Party (e.g., trade secrets, know-how and confidential information). The Parties will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Either Party may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available to a Party.
  2. REPRSENTATIONS & WARRANTIES. Client represents and warrants that Client: (A) is a properly organized business entity, in good standing in the locations where it operates or conducts business, and has the corporate power and authority to enter and perform its obligations under these Terms, in accordance with applicable law and its articles of incorporation, bylaws, and/or other governance documents; (B) has obtained all required consents, licenses, approvals, and/or permissions to authorize it to enter and perform its obligations under these Terms; (C) performance of its duties under these Terms will in no way conflict with or violate any applicable law; (D) it has read and understood these Terms and the services to be provided by ImpelUp; (E) it has the ability and right to provide Client Data; and (F) all information and Client Data that Client provides to ImpelUp is accurate, current and complete.
               6.1 Indemnification. Client agrees to indemnify, defend and hold harmless ImpelUp, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of Client’s use of or inability to use the Portal or services, any postings made by Client, Client’s violation of any terms of this Agreement or Client’s violation of any rights of a third party, or Client’s violation of any applicable laws, rules or regulations. ImpelUp reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event Client will fully cooperate with ImpelUp in asserting any available defenses.                                                                                                                                                                                            
               6.2 Liability Disclaimer.
  1. The information, products, and services included in or available through the Portal may include inaccuracies or typographical errors. Changes are periodically added to the information herein. ImpelUp may make improvements and/or changes in the Portal at any time.
  2. ImpelUp make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, products, services for any purpose. To the maximum extent permitted by applicable law, all such information, products and services are provided “as is” without warranty or condition of any kind. ImpelUp hereby disclaim all warranties and conditions with regard to this information, products, services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
  3. To the maximum extent permitted by applicable law, in no event shall ImpelUp be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Portal, with the delay or inability to use the Portal or related services, the provision of or failure to provide services, or for any information, products, and services obtained through the Portal, or otherwise arising out of the use of the Portal, whether based on contract, tort, negligence, strict liability or otherwise, even if ImpelUp has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Client. If Client is dissatisfied with any portion of the Portal, or with any of these Terms, Client’s sole and exclusive remedy is to discontinue using the Portal.
  4. FORCE MAJEURE. ImpelUp shall not be liable or responsible to Client, nor be deemed to have defaulted or breached the Terms, for any failure or delay in fulfilling or performing the Terms, when and to the extent such failure or delay is caused by or results from acts beyond ImpelUp’s reasonable control, including, without limitation: acts of God; flood, fire or explosion; war, invasion, riot or other civil unrest; actions, embargoes and/or blockages in effect after the date of the Terms; and/or national or regional emergency, (each of the foregoing, a “Force Majeure Event”). ImpelUp shall give notice to Client of any Force Majeure Event, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure and minimize the effects of such Force Majeure Event.
               8.1 Independent Contractor. Client and ImpelUp are independent contractors with respect to these Terms. The provisions of the Terms will not be construed to establish any form of partnership, agency or other joint venture of any kind between Client and ImpelUp, nor to constitute either Party as the agent, employee or legal representative of the other. All persons furnished by either Party to accomplish the intent of the Terms will be considered solely as the furnishing Party’s Personnel and the furnishing Party will be solely responsible for compliance with all laws, rules and regulations involving, among other things, employment of labor, hours of labor, working conditions, workers’ compensation, payment of wages, and withholding and payment of all applicable taxes of any nature.
               8.2 Governing Law & Venue. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Florida and you hereby consent to the exclusive jurisdiction and venue of courts in the State of Florida in all disputes arising out of or relating to the use of the Portal. Use of the Portal is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
               8.3 Assignment. Client shall not assign or transfer these Terms, in whole or in part, without ImpelUp’s prior written consent. Any assignment in contravention of this provision will be null and void. The Parties agree that assignment by operation of law in the context of the sale of all or substantially all of a Party’s stock or assets shall not constitute an “assignment” for purposes of this prohibition. These Terms will be binding on all permitted assignees and successors in interest.
               8.4 Entire Agreement. These Terms contain the entire agreement of the Parties regarding the subject matter described herein, and all other promises, representations, understandings, arrangements and prior agreements related thereto are merged herein and superseded hereby.
               8.5 Severability. If any provision of the Terms is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of the Terms, and the invalidity or unenforceability of any provision of the Terms in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
               8.6 Waiver of Breach. The waiver of any breach of any provision of the Terms will be effective only if in writing (email acceptable). No such waiver will operate or be construed as a waiver of any subsequent breach.
               8.7 Notice. All notices under these Terms will be in writing and delivered via to the e-mail address provided by Client.
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