Terms and Conditions

Terms of Service

IMPKTFUL

 

Welcome, and thank you for your interest in www.impktful.com (the "Website" or "Site") owned and operated by BI Elite LLC, a New York Limited Liability Company, and hereafter referred to in these Terms of Service as "IMPKTFUL", "us", "our" or "we".  Unless otherwise specified, all references to our services (the “Service” or "Services") include the content, services and products available through the Website, as well as any software that IMPKTFUL provides to you that allows you to access the Services. The term "user", "you" or "your" refers to the user of the Service, including paid or free subscribers and visitors that do not register for a paid or free account. The following Terms of Service (the "Terms" or the "Agreement") are a legally binding contract between you and IMPKTFUL regarding your use of the Website or our Services.

 

PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER PROVISIONS IN THE DISPUTE RESOLUTION SECTION OF THESE TERMS. IT AFFECTS HOW DISPUTES ARE RESOLVED. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT, INCLUDING THE DISPUTE RESOLUTION, ARBITRATION PROVISIONS AND CLASS ACTION WAIVER, AND ACCEPT ALL OF THE TERMS. YOU MAY NOT USE OR ACCESS OUR PLATFORM IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

1.  Acceptance of Our Terms

a.      Please read the following Terms of Service carefully before accessing or using any of the Services. Each time you access or use our Services, you, and if you are acting on behalf of a third party (including a company or other organization), such third party, agree to be bound by these Terms of Service and our Privacy Policy, whether or not you register for an account with us. If you do not agree to be bound by all of these Terms and our Privacy Policy you may not access or use our Website or our Services.

b.      IMPKTFUL may change this Agreement at any time by posting an updated Terms of Service on this Website. If any amendment to these Terms is unacceptable to you, you shall cease using our Website or our Services. If you continue using the Website, or our Services, you will be constructively deemed to have accepted the changes.

c.     In addition, certain areas of the Service may be subject to additional terms and conditions that we make available for your review. By using such areas, or any part thereof, you are expressly indicating that you have read and agree to be bound by the additional terms and conditions applicable to such areas. In the event that any of the additional terms and conditions governing such area conflict with these Terms of Service, the additional terms and conditions will control.

2.  Our Service

a.   IMPKTFUL provides a suite of data enrichment processes, for end users and developers alike, to obtain more value from your datasets through email validation and Sentiment Analysis. With our email validation API, you can determine which email addresses to remove from your send list in order to ensure that only real email addresses receive your email, thereby improving your return on investment. Our Sentiment analysis service uses artificial intelligence to understand the sentiment or feeling behind some text used in your messaging, and determine if its overall tone is positive or negative.

b.   We are always working on new tools and services, and improving our existing ones. Any modifications and new features added to the Service are also subject to this Agreement.

c.    IMPKTFUL reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice to you. All right, title and interest in and to our Service and its components (including all intellectual property rights) will remain with, and belong exclusively to, IMPKTFUL.

3.  Eligibility for Our Service

a.      By using our Services, you represent and warrant that you have attained the age of majority where you reside (18 years of age in most jurisdictions) and are otherwise capable of entering into binding contracts including this Agreement. Persons who are at least 13 years of age but under the age of majority may only use our Services with legal parental or guardian consent. Accordingly, you agree that you are at least the age of majority or older, or have received legal parental or guardian consent from someone fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms.

b.      If you are using our Services on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

c.      IMPKTFUL reserves the right to request documented proof of your compliance with these terms of eligibility.

4.  Accounts and Registration

a.      IMPKTFUL offers a free account with certain limited services, and two tiers of paid subscription services (see "Subscription Plans; Refund Policy" section hereafter). To access some features of the Service, you will be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your name, date of birth, e-mail address, phone number, company, title or other personal information). Some of this information may be of a confidential nature and may include personal identifying information (all "Your Information"). 

b.      If you provide Your Information to us then you agree to provide true, current, complete and accurate information, and not to misrepresent your identity or age.  You also agree to keep Your Information current and to update Your Information if any of Your Information changes. 

c.      Our collection, use and disclosure of Your Information is governed by this Agreement and our Privacy Policy.

5.    Privacy and Your Personal Information

For information about the IMPKTFUL data protection practices and privacy policies, please read our Privacy Policy where you accessed these Terms of Service or here. This policy explains how we treat your personal information, and protect your privacy when you use the Services. You hereby agree to our use of Your Information in accordance with IMPKTFUL Privacy Policy.

6.  Account Management

a.      If you have been issued an account by IMPKTFUL in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account, even if you authorize other parties to access your account. You, and not IMPKTFUL, are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify IMPKTFUL immediately.

b.      IMPKTFUL may send notices to the email address or text messages to your mobile phone registered with your account. You must keep your email address, mobile phone number and, where applicable, your contact details and payment details associated with your account current and accurate.

c.      We reserve the right to modify, suspend or terminate the Service, any user account or your access to the Service for any reason, without notice, at any time, and without liability to you.

d.      You can cancel your account at anytime. Upon termination or cancellation, all licenses and other rights granted to you in these Terms will immediately cease.

e.      We reserve the right to refuse to issue an account to anyone, or permit access to the Service to anyone, for any reason at any time.

7.    Subscription Plans; Refund Policy

IMPKTFUL offers two (2) tiers of automatically renewable and payable Subscription Plans for our users. The features, subscriber rights, terms and prices of this Subscription Plan may change from time to time and the most current description and price may be found on our Subscription Plan pricing page here.

 

a.      By completing your registration for a Subscription Plan, you authorize IMPKTFUL or its secure third party payment processor to charge your payment method on a recurring basis for: (i) the applicable Subscription Plan charges; (ii) any and all applicable taxes; and (iii) any other charges incurred in connection with your use of the IMPKTFUL services. The authorization continues through the subscription term, and any renewal term, until the subscriber cancels the Subscription Plan.    

b.      By purchasing a Subscription Plan, you expressly acknowledge and agree that (i) your subscription has an initial and recurring payment feature, and IMPKTFUL (or our third party payment processor) is authorized to automatically charge your payment method at the then-current Subscription Plan rate for your subscription period as long as your subscription continues, and (ii) your Subscription Plan is continuous and will be automatically extended for successive subscription periods until you cancel it.

c.      You may cancel your Subscription Plan at any time, by logging into your account or emailing us at help@bielite.com.com and following the instructions, if any, we provide you in response to your cancellation request. If you cancel, you will not be entitled to a refund and you may use your Subscription Plan until the end of your then-current paid-up subscription term.

d.      IMPKTFUL may submit periodic charges without further authorization from you, until you provide prior notice that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before IMPKTFUL reasonably could act.

e.      In the event you cancel your Subscription Plan, please note that we may still send you promotional communications about IMPKTFUL, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.

f.       Subscription Plans are non-refundable.

8.    Prices

a.      All prices displayed in our Services are in U.S. dollars unless otherwise indicated.

b.      All applicable taxes and other charges are additional and your responsibility.

c.      We reserve the right in our sole discretion to change prices at any time and without notice.

9.     Payment

a.      Your method of payment information is not stored by IMPKTFUL. By providing IMPKTFUL or our third party payment processor with your method of payment information, you authorize us, or them, to charge you for subscription purchases using the secure third party payment processor we make available to you. Our payment gateway partners use secure servers with state-of-the-art encryption and secure sockets layer (SSL) technology for the transfer of credit card information. Additionally, we have security measures in place to protect our customer database and access to this database is restricted internally.

b.      You must keep all information about your payment method current. If you tell us to stop using your payment method and we no longer receive payment from you, we may cancel your account and subscription. Your notice to us will not affect charges to your account before we reasonably could act on your request.

c.      You agree that we may charge you, and you will pay to IMPKTFUL, any fee or penalty that is assessed or charged to us for a "Chargeback" resulting from a failure or refusal of your selected method of payment to make a required payment. This payment shall be refunded to you in the event that your selected method of payment resolves this dispute in your favor.

10. Suspension and Termination of Services

a.      IMPKTFUL may limit or suspend or terminate the Services to you if you fail to comply with these Terms, the Privacy Policy or if you use the Services in a way that causes legal liability to us or disrupts use of the Service by other users.

b.      IMPKTFUL may also suspend providing the Services to you if we are investigating suspected misconduct by you. IMPKTFUL will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action.

11. Your Access and Use of our Services

a.   Your right to access and use our Services is personal to you and is not transferable by you to any other person or entity. Access to our Services may not be available in all locations.

b.   You are only entitled to access and use our Services for lawful purposes and pursuant to the terms and conditions of this Agreement and our Privacy Policy. You may not use the Website or our Services in any manner that is illegal, unlawful, harmful, fraudulent, or in connection with any illegal, unlawful, harmful or fraudulent purpose or activity. Any action by you that, in our sole discretion: (i) violates the terms and conditions of this Agreement and/or the Privacy Policy; (ii) restricts, inhibits or prevents any access, use or enjoyment of our Services; or (iii) through the use of our Services, defames, abuses, harasses, offends or threatens others, shall not be permitted, and may result in your loss of the right to access and use our Services.

c.    The rights granted to you in these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, Our Content or any Presenter's Content; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services, Our Content or any Presenter's Content; (iii) you shall not access the Services in order to build a similar or competitive Service; and (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.

d.   Furthermore, you agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission.  Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Services without our prior written permission and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services; (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our Services, or (v) interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.

e.   Except as expressly permitted in this Agreement, you shall not collect or harvest any personally identifiable information, including account names, from our Services. 

f.    Our Services may now, or in the future, have "publicly accessible areas" that allow users to post User Content (hereafter defined) that will be accessible by the public or the user population generally. As a user of the Services, you acknowledge and affirmatively agree that in the course of using the Services you may be exposed to User Content that might be offensive, harmful, inaccurate or otherwise inappropriate. You further agree that IMPKTFUL shall not, under any circumstances, be liable in any way for any User Content.

g.   You shall not use any communication systems provided on our Services including, without limitation email, for any commercial or solicitation purposes.  You shall not solicit for commercial purposes any users of our Services without our prior written permission.

h.   You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your purchases or use of the Services.

12. Intellectual Property Rights to Our Content

a.      Our names, graphics, videos, logos, page headers, button icons, scripts, and service names used to provide our Website are our trademarks or trade dress in the United States and/or other countries (collectively the "Proprietary Marks"), and are owned by IMPKTFUL. You may not use the Proprietary Marks without our prior written permission.

b.      We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners.

c.      The information, content, documentation, guides, descriptions, advice, data, software and any other content viewable on, contained in, or downloadable from our Services (collectively, "Our Content"), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, audio files, line art, icons and renditions, are copyrighted by, or otherwise licensed to us, or Our Content suppliers.

d.      We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of Our Content (the "Collective Work").

e.      All software used on, or within our Services is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading, listening to, or otherwise using Our Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to Our Content, the Collective Work, or the Software.

f.       You are solely responsible for any damages resulting from your infringement of our, or any third-parties, intellectual property rights regarding the Trademarks, Our Content, the Collective Work, the Software and/or any other harm incurred by us, or our affiliates, as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.

13. Proprietary Rights

As between IMPKTFUL and you, IMPKTFUL or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with these Terms. No title to, or ownership of, any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by IMPKTFUL.

14. Use of Our Content

a.      We grant you a limited, revocable, non-exclusive, non-sublicensable license to access, print, download or otherwise make personal use of Our Content and the Collective Work for your noncommercial personal use provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing.  

b.      You may not modify Our Content or the Collective Work, or utilize them for any commercial purpose or any other public display, performance, sale or rental; nor may you decompile, reverse engineer, or disassemble Our Content and the Collective Work, or transfer Our Content or the Collective Work to another person or entity.

15. Information Accuracy; Disclaimer

a.      THE INFORMATION AND OPINIONS CONTAINED IN THE IMPKTFUL REPORTS RETURNED TO THE USERS  OF OUR SERVICES ARE PROVIDED FOR INFORMATION PURPOSES ONLY, AND ARE MERELY OUR BEST EFFORT PREDICTION BASED UPON CERTAIN PREDEFINED FACTORS. FURTHERMORE, THE INFORMATION IN OUR REPORTS IS TIME SENSITIVE. IMPKTFUL DOES NOT WARRANT OR GUARANTEE THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY DATA, FINDINGS, RESULTS, ADVICE, OPINION, STATEMENTS OR OTHER INFORMATION CONTAINED IN THE DATA REPORTS RETURNED TO THE USER OF OUR SERVICES.

b.      We attempt to ensure that information on this Website, and in the reports provided to our users as a result of using our Services is complete, accurate and current. Despite our best efforts, the information on our Service may be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy, or currency of any information on the Service.

c.      Furthermore, information on the Service may contain typographical errors, inaccuracies, or omissions. We reserve the right to correct or make changes in such information without notice.

16.User Data

a.      In order for IMPKTFUL to provide our services to a user, you must transfer certain data to us ("Your Data"). Transfer of Your Data to us does not transfer ownership to us, and you always remain the owner of Your Data. Transfer of Your Data does, however, grant us a limited, revocable, non-exclusive license to use Your Data in connection with the Services.

b.      You represent and warrant that (1) you are authorized to convey Your Data to us for processing, (2) you have obtained any necessary consent from the data subjects whose information may be included in Your Data, or have a lawful basis for any processing, and (3) your use of our Services to process Your Data will not violate (i) any applicable law; (ii) any agreement between you and a third party, or (iii) any intellectual property rights or privacy rights of any third party.

c.      IMPKTFUL will not provide Your Data to any third party, except with our third party service providers to enable them to provide the Services you request. These service providers are bound by strict confidentiality rules and are permitted to use the information only to support our Services.

d.      Upon deletion of Your Data from our servers, it will be permanently destroyed and irretrievable, therefore it is your responsibility to be certain that you have retained a back-up copy of Your Data.  IMPKTFUL disclaims any liability for the deleted data.

e.      YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF YOUR DATA AND YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST IMPKTFUL RELATED TO YOUR DATA, YOU WILL INDEMNIFY AND HOLD IMPKTFUL HARMLESS FROM, AND AGAINST, ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND, INCLUDING REASONABLE ATTORNEY FEES AND COSTS, ARISING OUT OF OR RELATED TO SUCH CLAIM.

17.Third Party Links, Services and Content

The Service may contain features, services and functionalities linking you to, or providing you with access to third party services, products, advertisers, content, websites, directories, servers, networks, systems, information, databases, applications, software, programs, and the Internet as a whole. Because we have no control over such websites and resources, we are not responsible for the availability of such external sites or resources. Furthermore we do not endorse, and are not responsible or liable for any content, products, advertising or other materials on, or available from, such websites or resources. When you visit or use a third party’s website you agree to read and consent to the third party’s Terms of Service and Privacy Policy, and you release us from any liability.

18. Third Party Social Networking

If you access our Services through a third party social networking website or application including, but not limited to, LinkedIn, Facebook or Twitter, you authorize IMPKTFUL to access certain information about you that is made available through that third party social networking site and further authorize us to collect, store, retain and use, your information in accordance with our Privacy Policy.

19. Electronic Communications

a.      Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by electronic means including, without limitation, email, telephone, text, SMS or by posting notices on our Services.  When you use our Services, you consent to communicating with us electronically. 

b.      You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Additional charges from your telecommunication carrier may apply.

20. Security

Violating the security of our Services is prohibited and may result in criminal and civil liability. IMPKTFUL may investigate incidents involving such violations and may involve, and will cooperate with law, enforcement if a criminal violation is suspected. 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 Service or to breach security or authentication measures, unauthorized monitoring of data or traffic and interference with service to any user, host, or network.

21. Copyright and Intellectual Property Policy

We respect the intellectual property rights of others. We reserve the right to remove any Content on the Services that allegedly infringe upon another person's copyright, trademark or other intellectual property right, and/or terminate, discontinue, suspend and/or restrict the account of any Presenter or User on the Service that allegedly infringe upon another person's intellectual property rights. We provide this policy pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act ("DMCA").

A valid complaint under the DMCA must provide the following information in writing:

a.      An electronic or physical signature of a person authorized to act on behalf of the copyright owner.

b.      Identification of the copyrighted work that you claim has been infringed.

c.      Identification of the material that is claimed to be infringing and where it is located on the Service.

d.      Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, email address.

e.      A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.

f.       A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

Federal law provides that if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys' fees. The above information must be submitted to the Copyright Agent at:  help@bielite.com.

 

22. Disclaimers; No Warranties

a.      ALL SERVICES AND PRODUCTS AVAILABLE FROM IMPKTFUL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, IMPKTFUL AND ITS PARENTS, SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, (COLLECTIVELY, THE “IMPKTFUL PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b.      THE INFORMATION AND OPINIONS CONTAINED IN THE IMPKTFUL REPORTS RETURNED TO THE USERS  OF OUR SERVICES ARE PROVIDED FOR INFORMATION PURPOSES ONLY, AND ARE MERELY OUR BEST EFFORT PREDICTION BASED UPON CERTAIN PREDEFINED FACTORS. FURTHERMORE, THE INFORMATION IN OUR REPORTS IS TIME SENSITIVE. IMPKTFUL DOES NOT WARRANT OR GUARANTEE THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY DATA, FINDINGS, RESULTS, ADVICE, OPINION, STATEMENTS OR OTHER INFORMATION CONTAINED IN THE DATA REPORTS RETURNED TO THE USER OF OUR SERVICES. YOU AGREE THAT YOUR USE OF THE DATA RETURNED TO YOU AS A RESULT OF USING THE IMPKTFUL SERVICES IS AT YOUR OWN RISK, AND THAT ANY DAMAGE OR LOSS ARISING FROM YOUR USE, OR ANY RELIANCE UPON THE IMPKTFUL DATA, IS YOUR SOLE RESPONSIBILITY.

c.       WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES OR PRODUCTS AVAILABLE THROUGH THE USE OF OUR SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY SERVICES, PRODUCTS OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM OR THOUGH US WILL MEET YOUR EXPECTATIONS.

d.      THE SERVICES CAN INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. FURTHERMORE, THE INFORMATION OR SERVICES ON THIS SITE MAY BE OUT OF DATE. WE MAY MAKE CHANGES TO THE SERVICES AND INFORMATION ON THIS SITE AT ANY TIME WITHOUT NOTICE, HOWEVER WE HAVE NO OBLIGATION TO DO SO.

e.      THE IMPKTFUL PARTIES DO NOT WARRANT THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PRODUCT DESCRIPTION OR OTHER CONTENT OFFERED AS PART OF THE SERVICES, ARE ACCURATE, RELIABLE, CURRENT OR COMPLETE.

f.       YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. IF YOU DOWNLOAD ANY CONTENT FROM THE SERVICE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT THROUGH THE SERVICE.

g.      WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SERVICE OR ANY FEATURE OR PART THEREOF AT ANY TIME.

h.      SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME PARTS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

23. Limitation Of Liability

a.      IN NO EVENT SHALL WE BE RESPONSIBLE OR LIABLE TO YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY PERSONAL INJURY TO YOU OR OTHERS, OR LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR ACCESS AND USE OF OUR SERVICES; (II) YOUR ACCESS AND USE OF USER CONTENT SUBMITTED TO YOU, OR TO OUR SERVICES BY OTHER USERS; (III) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (IV) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (V) YOUR DOWNLOADING OF ANY OF OUR CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; OR (VI) YOUR RELIANCE UPON, OR USE OF, OUR CONTENT OR THE COLLECTIVE WORK, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. 

b.      THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH, OR ADVERTISED IN, OUR SERVICES, OR RECEIVED THROUGH ANY LINKS PROVIDED IN OUR SERVICES.

c.       WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.

d.      IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF IMPKTFUL, AND OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS, IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF USD $100.

e.      YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

f.       CERTAIN STATE OR JURISDICTIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

24. Indemnity

a.      You agree that you will be personally responsible for your use of the Service; and you further agree to defend, indemnify and hold harmless IMPKTFUL and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of, the Service, and the resulting data provided to you by IMPKTFUL, or the products you purchase through the Service; (ii) your violation of these Terms of Service or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your infringement upon the property rights, intellectual property rights (copyrights and trademarks) or other rights of others; (iv) your violation of any third party right, including without limitation publicity, confidentiality, or privacy right; (v) any death, or serious physical or emotional harm resulting from your use of the Services or products purchased though the Service.

b.      We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

25. Release

a.      By using the Services, you release, to the maximum extent allowed by law, IMPKTFUL, its officers, directors, employees, affiliates, and agents from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, your use of our Services or products purchased though the Service, including without limitation, any death or serious emotional or physical harm.

b.      If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”  

26. Interruption of Service

a.      Your access and use of our Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take.

b.      You agree that we will not be liable to you or to any third party for any interruption of the Services or any part thereof.

27. Governing Law

This Agreement, and any separate agreements whereby we provide you Services, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction and venue in the state and federal courts in the State of New York in and for the County in which IMPKTFUL has established its principal office.

28. Our Remedies

a.      You acknowledge that we may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement. 

b.      For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the state courts of record or a United States District Court for the State of New York in and for the County in which IMPKTFUL has established its principal office. You consent to the jurisdiction of such court and waive any objection to the venue of any such action or proceeding in such court.  

29. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. THIS SECTION CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. THIS SECTION ALSO CONTAINS AN AGREEMENT THAT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

 

You and IMPKTFUL agree that any claim or dispute at law or equity that has arisen, or may arise, between you and IMPKTFUL (including any claim or dispute between you and a third-party agent of IMPKTFUL) that relates in any way to or arises out of this or previous versions of this Agreement, your use of or access to the Services, the actions of IMPKTFUL or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Dispute Resolution Section.

a.      Applicable Law. You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and IMPKTFUL, except as otherwise stated in this Agreement.

b.      Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and IMPKTFUL, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by entering into these Terms, you and IMPKTFUL are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. If you reside in the U.S., the Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

c.      Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND IMPKTFUL AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND IMPKTFUL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).

d.      Pre-Arbitration Dispute Resolution. We at IMPKTFUL believe that most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at help@bielite.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to IMPKTFUL should be sent to the address provided in the Contact Us section at the end of these Terms of Service  ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If IMPKTFUL and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or IMPKTFUL may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by IMPKTFUL or you shall not be disclosed to the arbitrator during the arbitration proceeding.

e.      Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope and enforceability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless IMPKTFUL and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for USD $10,000 or less, IMPKTFUL agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys' fees will be governed by the AAA Rules.

f.       Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g.      Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms of Service will continue to apply.

h.      Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the Arbitration Agreement above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of New York in and for the County in which IMPKTFUL has established its principal office. You and we agree to submit to the personal jurisdiction of the courts located within the State of New York for the purpose of litigating all such claims or disputes. You also agree that: (i) our Services shall be deemed solely based in the State of New York; and (ii) our Services shall be deemed passive Services that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of New York.

30. Law Enforcement

a.      IMPKTFUL is committed to cooperating with law enforcement while respecting each individual’s right to privacy. If IMPKTFUL receives a request for user account information from a government agency investigating criminal activity, we will review the request to be certain that it satisfies all legal requirements before releasing information to the requesting agency.

b.      Furthermore, under 18 U.S.C. §§ 2702(b)(8) and 2702(c)(4) (Voluntary Disclosure Of Customer Communications or Records), IMPKTFUL may disclose user account information to law enforcement, without a subpoena, court order, or search warrant, in response to a valid emergency when we believe that doing so is necessary to prevent death or serious physical harm to someone. IMPKTFUL will not release more information than it prudently believes is necessary to prevent harm in an emergency situation.

31. Statutory Rights; Notice To California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing, currently at: 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone, currently at (800) 952-5210 in order to resolve a complaint regarding our Site, or to receive further information regarding use of our Site.

32.Amendments to this Agreement

We reserve the right to update, amend and/or change this Agreement at any time in our sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon us posting the updated Agreement on our Services.  You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately below this Agreement.  Your continued access and use of our Services following the posting of any such changes shall automatically be deemed your acceptance of all changes.

33. Severability

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.

34. No Waiver

Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

35. Entire Understanding

This Agreement and the Privacy Policy represent the entire understanding and agreement between you and us regarding the subject matter of the same, and supersede all other previous agreements, understandings and/or representations regarding the same.

 

CONTACT US:

If you have to provide us with any Notice, or have any questions, comments, concerns or feedback regarding this Agreement or our Services, please contact us at help@bielite.com or mail us here:

 

IMPKTFUL

555 10th Ave

Apt 48o

New York, NY 10018

 

 

Last updated: April 5, 2021