TERMS & CONDITIONS
IMPACTMDS.com (“ImpactMDS”) ALLOWS ITS REGISTERED USERS (“USER” or “YOU”) ACCESS TO ITS PROPRIETARY SOFTWARE DESCRIBED AS THE “ImpactMDS Service” TO CONNECT WITH OTHER USERS AND FACILITATE TRANSACTIONS BETWEEN USERS. YOU ACKNOWLEDGE, AGREE AND UNDERSTAND THAT BY CHECKING THE BOX ON THE REGISTRATION PAGE, USER HAS READ AND IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF USER DOES NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, USER MAY NOT ACCESS OR USE THE ImpactMDS SERVICE.
The policies, terms and conditions in this Agreement limit ImpactMDS’s liability to you and permit ImpactMDS to change, suspend or terminate your access to and use of the ImpactMDS Service. We urge you to carefully read the following terms and conditions. ImpactMDS may make changes to this Agreement Policies from time to time, in its sole discretion. When these changes are made, they shall be made available to User on the ImpactMDS website. User acknowledges, agrees and understands and agrees that if User uses the ImpactMDS Service after the date on which this Agreement or any Additional Policies have changed, ImpactMDS shall be entitled to treat such use as acceptance by User of the updated Agreement or Additional Policies.
1. Registration and Authorization Users must first complete an on-line user registration form and agree to this Agreement. By submitting the registration form, you represent, warrant and covenant that (a) you are at least 18 years old, (b) you are an authorized representative of any organization or entity that you purport to represent, (c) the information you provide during the registration process is true, accurate, current and complete in all respects; and (d) you will maintain and update your information to keep it true, accurate, current and complete in all respects. ImpactMDS may conduct any necessary investigations to satisfy itself as to the User’s industry membership and suitability as a user. ImpactMDS reserves the right in its sole discretion, and for any reason, to accept or reject any such registration form.
ImpactMDS may prohibit your access to the Site and the Services if it determines, in its sole discretion, that you have used or are not currently using the Site or the Services in an appropriate manner or otherwise in accordance with the terms and conditions of this Agreement.
You are solely responsible at all times for maintaining the confidentiality of your user name and password. You shall not permit use of the Site or the Services by any third party using your user name and password. If you believe there has been or may be a breach of security through your account, you must immediately notify ImpactMDS and you must immediately change your password. You are solely liable for any unauthorized use of the Site and/or the Services through your user name and password.
2. The ImpactMDS Service The ImpactMDS Service (the “ImpactMDS Service” or the “Service”) is an online portal and website located at www.ImpactMDS.com (the “Site”) where Suppliers (“Suppliers”) of products and services (collectively referred to as “Products”) offer special pricing to Distributors (“Distributors”). The ImpactMDS Service is not a service company, service bureau, broker or collection agent or other agent, agency or representative of any kind. The ImpactMDS Service does not manage individual Projects or individual Suppliers or Distributors or their work, in any manner. If a Distributor accepts a Supplier’s Quote for a Project, any resulting contractual relationship shall be solely between such Distributor and Supplier. ImpactMDS shall not be a party to any such resulting contractual relationship.
The ImpactMDS Service may change from time to time without prior notice to User. Accordingly, User acknowledges and agrees that ImpactMDS may stop (permanently or temporarily) providing the ImpactMDS Service (or any features within the ImpactMDS Service) to User or to users generally in ImpactMDS’s sole discretion, without prior notice to User. User may stop using the ImpactMDS Service at any time. User does not need to specifically inform ImpactMDS when User stops using the ImpactMDS Service.
3. ImpactMDS’s ROLE User acknowledges, agrees and understands that: (a) the ImpactMDS Service is merely a venue where Users may act as Distributors or Suppliers; (b) ImpactMDS is not a party to any Purchase Agreements between Distributors and Suppliers; (c) ImpactMDS shall not have any liability or obligations under, related to or arising from Projects or Purchase Agreements or any acts or omissions by Users; (d) ImpactMDS has no control over Suppliers or over Products promised or rendered by Suppliers; and, (e) ImpactMDS makes no representation or warranty as to the reliability, capability, or qualification of any Supplier or Distributor or the quality, security or legality of any Product, and ImpactMDS disclaims any and all liability relating thereto.
3.1 Distributor’s Role Distributor acknowledges that they are licensed to do business as a promotional products distributor and have provided proof of membership in an approved industry organization (PPAI, ASI, etc).
4. ImpactMDS FEES.
4.1 Subscription Fees Distributors are assessed a monthly or annual fee for subscription to ImpactMDS services. The amount of the fee is indicated on the Distributor Signup page and can vary periodically depending on unscheduled promotions. The monthly and quarterly membership fee is subject to an increase but notice is provided to existing members at least 30 days prior. Annual memberships are locked for 1 year after registration.
Your ImpactMDS subscription will commence on the initial date you started and paid for the service and will remain in full force and effect for an initial term of the plan selected (i.e. monthly or annually), after which it will automatically renew for subsequent terms of plan selected unless terminated earlier by you or by ImpactMDS as per Section 11 Term and Termination below.
4.2 Refund of Fees Fees collected for the subscription period selected are NOT REFUNDABLE in part, or in whole.
5. CONFIDENTIAL INFORMATION User and ImpactMDS shall protect the secrecy of Confidential Information furnished to it with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care shall: (i) disclose Confidential Information to anyone except, to any other Supplier engaged by User for the applicable Project; and (ii) use the Confidential Information, except as necessary for the performance of Products for the applicable Project (including, without limitation, the storage or transmission of Confidential Information on or through ImpactMDS Tools for use by User).
6. DISCLAIMER CONNECTION SPEED TO THE INTERNET, THE AVAILABILITY OF THE INTERNET, AND THE INTERNET BACKBONE AND EQUIPMENT THAT, BY ITS NATURE, IS NOT FAULT TOLERANT. ALTHOUGH WE WILL ATTEMPT TO MAINTAIN THE AVAILABILITY OF THE SITE AND THE SERVICES AT ALL TIMES (OTHER THAN DURING SCHEDULED OR EMERGENCY MAINTENANCE), THE SITE AND THE SERVICES ARE HEREBY EXPRESSLY PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR-FREE. ANY SECURITY MECHANISMS INCORPORATED IN THE SITE AND THE SERVICES HAVE INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT THE SITE AND THE SOFTWARE ADEQUATELY MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES, IS DONE AT YOUR OWN DISCRETION AND RISK.
7. INDEMNIFICATION User agrees to indemnify, defend and hold harmless ImpactMDS, and its members, subsidiaries, affiliates, officers, directors, employees and agents from and against all losses, expenses, damages and costs, including attorneys’ fees, resulting from your violation of this Agreement or any activity arising out of or related to: (a) your conduct or the conduct of any of your representatives or agents; (b) access to or use of the Site or the Services by you or any other person accessing the Site and/or the Services through your account; (c) your sale, purchase, delivery or use of any goods or services offered on the Site or through the Services; or (d) your violation or other infringement of any third party’s intellectual property rights, including without limitation, any trademarks, service marks, trade names, copyrighted or patent rights. ImpactMDS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder; provided that, any such assumption shall not excuse your indemnity obligations to ImpactMDS hereunder.
8. PROPRIETARY RIGHTS ImpactMDS and its licensors reserve and shall exclusively own all Proprietary Rights in and to the ImpactMDS Tools, and no right or interest therein or thereto shall be acquired or deemed owned by User.
9. COPYRIGHT MATTERS ImpactMDS may, in appropriate circumstances and at its sole discretion, terminate use of the Site and the Services by any visitors who infringe on the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify ImpactMDS at:
ImpactMDS – Attn: John Forch, 8229 Boone Boulevard, Suite 380, Vienna, VA 22182
10. LIMITATION OF LIABILITY IN NO EVENT SHALL ImpactMDS BE LIABLE FOR:
(a) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT.
(b) ANY LOSS OR DAMAGE THAT USER MAY INCUR, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(i) ANY RELIANCE PLACED BY USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY OTHER USER OR ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN USER AND ANY OTHER USER OR AN ADVERTISER;
(ii) ANY CHANGES WHICH ImpactMDS MAY MAKE TO THE ImpactMDS SERVICE OR ImpactMDS TOOLS, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE ImpactMDS SERVICE OR ImpactMDS TOOLS (OR ANY FEATURES THEREOF);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE ImpactMDS SERVICE OR ImpactMDS TOOLS;
(iv) USER’S FAILURE TO PROVIDE ImpactMDS WITH ACCURATE ACCOUNT INFORMATION; OR
(v) USER’S FAILURE TO KEEP USER’S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
(c) WITHOUT LIMITING THE GENERALITY OF (a) OR (b) ABOVE, THE LIABILITY OF ImpactMDS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED $100 US. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
11. TERM AND TERMINATION.
Every month we’ll bill your credit card the fee stated at the time of purchase plus applicable tax. As soon as you’ve successfully completed this sign-up process and your payment is confirmed, your membership will begin.
After that, we’ll renew your monthly subscription automatically, unless you cancel. The price is subject to change, but we will always notify you beforehand.
We’d hate to see you go, but if you ever need to cancel, please contact us by sending an email to email@example.com.
Each month during your one year term, we’ll bill your credit card the fee stated at the time of purchase plus applicable tax. As soon as you’ve successfully completed this sign-up process and your payment is confirmed, your membership will begin.
The price is valid for a full 12 months. After that, we’ll renew your contract automatically unless you cancel. The price is subject to change, but we will always notify you beforehand.
We’d hate to see you go, but if you cancel within the first 30 days, we’ll give you a pro-rated refund. Please contact us by sending an email to firstname.lastname@example.org.
No Employment User acknowledges and agrees that this Agreement does not constitute an employment agreement or create or acknowledge an employment relationship with ImpactMDS or with any other User. The parties shall be independent contractors at all times and not partners, joint ventures or otherwise participants in a joint undertaking.
Compliance User shall not violate any laws or third party rights on or related to the ImpactMDS Service. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.
Notices; Consent to Electronic Notice User consents to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the ImpactMDS Service. Notices hereunder shall be invalid unless made in writing and given (a) if by ImpactMDS, via email (in each case to the address that User provides or a posting on the ImpactMDS Site or (b) if by User, via “contact us” by clicking here or to such other addresses as ImpactMDS may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No Waiver The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative.
No 3rd Party Beneficiary Rights This Agreement shall: (a) create rights and obligations only between ImpactMDS and each individual User that accepts this Agreement; and (b) not create any rights for any other parties. For the avoidance of doubt, without any limitation, no user (including User) shall be entitled to enforce the terms of this Agreement as they apply between ImpactMDS and another user.
Severability If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
Choice of Law This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. User and ImpactMDS agree to submit to the exclusive jurisdiction of the courts located within the county of Fairfax, Virginia to resolve any legal matter arising from this Agreement or the ImpactMDS Service. Notwithstanding the foregoing, you agree that ImpactMDS shall be allowed to apply for injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.
ImpactMDS Marketing, INC
8229 Boone Boulevard, Suite 380
Vienna, VA 22182
703 842 3470
This document was last updated on January 19, 2017.