Ideal Impact - Campus Optimizer Terms of Use

Campus Optimizer Terms of Use

This Web Application (“Campus Optimizer,” https://app.idealimpactinc.com) is owned by Ideal Impact Inc. with a principal place of business at 1245 S Main St., Suite 140, Grapevine, TX 76051 ("i3 or “Ideal Impact"). This Web Application Terms of Use ("ToU") is between you and i3.

YOU AGREE TO READ THIS AGREEMENT CAREFULLY BEFORE USING THE i3 WEB APPLICATION. If you do not agree to these ToU, you may not access or otherwise use the i3 Web Application. Your access to and use of the i3 Web Application signifies your agreement to the ToU set forth in these ToU.

You acknowledge that you have read and agree to the Privacy Policy (https://www.idealimpactinc.com/privacy-policy) and ToU (https://www.idealimpactinc.com/Campus-Optimizer-Terms-Of-Use) located at the Footer Navigation Bar of the i3 Web Application pages. You further agree that i3 shall not be liable should any third party obtain your data from the i3 Web Application, including if such third party fails to use your data in accordance with the Privacy Statement.
You represent and warrant that you have the full power and authority to enter into and be bound by these ToU, and the foregoing representation and warranty shall apply to your authority to act on behalf of the business entity for which you work. In the event you log into the i3 Web Application, you agree to (i) provide current, accurate and complete information as prompted by the registration process, and (ii) maintain and promptly update such information so that it remains at all times current, accurate and complete. You shall be responsible for all activities that occur under any password provided to you upon registration, and you agree to immediately notify i3 of any unauthorized use of your password or any other breach of security.
The i3 Web Application allows you to access and use certain Content, products and services. Such access and use may be subject to additional terms and conditions. You must read and agree to any such additional terms and conditions, including payment of any fees charged, in order to access and use such Content, products and services. If these ToU is in conflict with or are inconsistent with such additional terms and conditions, the latter shall have precedence with respect to your access and use of that Content, product or service.
1. i3 offers the IDEAL IMPACT CAMPUS OPTIMIZER (“Campus Optimizer”) subject to the license terms (“License Terms”) and related Services for the Installation Phases 1 and 2 (“Services”) for your business facilities https://www.idealimpactinc.com/Campus-Optimizer-License.
2. 3.2 i3 offers the IDEAL IMPACT SIMPLE COMFORT CONNECTION (“Campus Optimizer”) subject to the License Terms and related Services for the Installation and in conjunction with your license for the Campus Optimizer for your business facilities https://www.idealimpactinc.com/SCC-License.
i3 reserves the right, at any time and at its sole discretion, to change, modify, add or remove, in whole or in part, any provision of these ToU, the Privacy Policy, the License Terms, the Services Terms and any other terms and conditions (collectively "ToU") on the i3 Web Application. Any such changes will be posted on the i3 Web Application. By continuing to access and use the i3 Web Application, you agree to be bound by the ToU then in effect and applicable to your use. You should periodically review the i3 Web Application to determine the current ToU to which you are or may be bound.
The i3 Web Application is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international convent other copyright laws. Any and all content on the i3 Web Application ("Content") is: (i) licensed, owned or controlled by i3 or the party cred Content provider, (ii) protected by copyright, and (iii) except for software, provided for your personal, non¬commercial use only. You may not remove any copyright or other proprietary notice contained on the i3 Web Application or on any product or service described therein. i3 grants you permission to copy documents copyrighted by i3 and published by i3 on the i3 Web Application for personal, non-commercial use only, provided you maintain all copyright and other proprietary notices contained in such documents. No authorization is granted to copy documents not copyrighted by i3 which may appear on or be reached by links from the i3 Web Application. Copying or storing of any Content for other than personal, non¬commercial use is strictly prohibited. Except as expressly authorized herein, no Content available on the i3 Web Application may be copied, stored or transmitted by any means (including but not limited to electronic, mechanical, scanning, photocopying or recording) without the prior written permission of i3 or the Content provider. i3 expressly reserves all intellectual property rights it may possess in all products, processes or technology which appear on the i3 Web Application. Nothing contained herein shall be construed as conferring, by implication, estoppel, or otherwise, any license or other right to with respect to any copyright, patent, trademark, service mark or other intellectual property right of i3 or any third party.
Any software that is made available to download from the i3 Web Application are the trade secrets and the copyrighted work of i3 and/or its suppliers. All software delivered by i3 is subject to a Software License Terms. You do not have a license or right to any software unless the software is accompanied by a license or you have a separate software license with i3. All software is supplied by i3 in strict confidence and you agree to employ best efforts to not disclose the software to others. Any reproduction or redistribution of the software that is not in accordance with the license is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible under the law.
You represent, warrant and covenant that you shall not upload, post or transmit to, or distribute or otherwise publish through, the i3 Web Application any materials which (i) restrict or inhibit any other user from using and enjoying the i3 Web Application, (ii) are unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, indecent, or invasive of privacy or publicity rights, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate or infringe the rights of third parties, including, without limitation, third party rights in copyright, trademark, patent, privacy, publicity, and any other proprietary right, (v) contain a virus, Trojan horses, worms, time bombs or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) constitute or contain false or misleading information of origin or statements of fact. You agree to be solely liable for any damages resulting from any violation of the above.
You hereby agree to indemnify, defend and hold i3, and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs (including, without limitation, attorneys' fees and expert fees) incurred by the Indemnified Parties in connection with any claim arising out of or related to any breach by you of these ToU. You shall cooperate as fully as reasonably required in the defense of any claim. i3 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the written consent of i3.
The i3 Web Application contains links and pointers to other related Internet sites. Links to and from the i3 Web Application to other third party sites, maintained by third parties, do not constitute an endorsement by i3 of the contents or continued availability of any third party site. i3 does not represent or warrant the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through any third party site. You acknowledge that use of any third party site and any reliance upon any such advice, opinion or statement shall be at your sole risk.
i3 does not and cannot review all materials posted by users to the i3 Web Application, including, without limitation, materials posted to any chat room, forum or message board. i3 is not responsible for any such materials posted by users. However, i3 reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in i3's sole discretion are objectionable, in violation of these ToU, or in conflict with any i3 policy or any relationship between i3 and a third party.
i3 does not warrant the accuracy, reliability or completeness of any information contained on the i3 Web Application. By using this site you acknowledge that any reliance on the Content is at your sole risk.
THE IDEAL IMPACT WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE I3 WEB APPLICATION, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IDEAL IMPACT AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR: (A) THE CONTENT, FUNCTIONALITY OR ACCESSIBILITY OF THE I3 WEB APPLICATION, (B) THIRD PARTY MATERIALS, INFORMATION AND FUNCTIONS ACCESSIBLE THROUGH THE I3 WEB APPLICATION, (C) ANY PRODUCTS OR SERVICES OF, OR HYPERTEXT LINKS TO, THIRD PARTIES, OR (D) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE I3 WEB APPLICATION OR ANY LINKED SITE. FURTHER, IDEAL IMPACT AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IDEAL IMPACT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE I3 WEB APPLICATION OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE CONTENT, THE I3 WEB APPLICATION OR THE SERVER THAT MAKES IT AVAILABLE IS OR WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS OR OTHER HARMFUL COMPONENTS. SOME JURISIDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
IDEAL IMPACT SHALL NOT BE LIABLE ANY DAMAGES RELATED TO THE USE OF THE I3 WEB APPLICATION OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, THE CONTENT OFFERED ON THE I3 WEB APPLICATION, ANY AND ALL MATERIALS AND INFORMATION ACCESSIBLE THROUGH THE I3 WEB APPLICATION, AND ANY ERRORS CONTAINED IN ANY OF THEM. IDEAL IMPACT SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT OF YOUR INABILITY TO ACCESS THE I3 WEB APPLICATION OR ANY DAMAGES CAUSED TO YOUR COMPUTER HARDWARE OR SOFTWARE AS A RESULT OF YOUR ACCESS TO THE I3 WEB APPLICATION. IN NO EVENT WILL IDEAL IMPACT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, STATUTORY OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE ASSETS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE OR INABILITY TO USE THE I3 WEB APPLICATION OR ANY OTHER WEB APPLICATION TO WHICH THE I3 WEB APPLICATION IS LINKED, EVEN IF INFORMED OF THE POSSIBILITY OF THESE DAMAGES. THE AGGREGATE LIABILITY OF IDEAL IMPACT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE ORDER WILL IN NO CASE EXCEED $10,000.00. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS IF LIABILITY ARISES FROM BREACH OF CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), OPERATION OF LAW, OR OTHERWISE. YOUR SOLE REMEDY FOR ANY DAMAGES INCURRED WHILE USING THE I3 WEBSITE OR THE CONTENT IS TO DISCONTINUE ACCESSING AND USING THE I3 WEBSITE AND THE CONTENT.
By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively "Communications", but excluding personal information which is addressed in the Privacy Statement) to the i3 Web Application, you hereby grant to i3 a perpetual, worldwide, irrevocable, unrestricted, non¬exclusive, royalty–free, transferable right and license to use, copy, license, sublicense, adapt, distribute, display, publish, publicly perform, reproduce, commercialize, transmit, modify, create derivative works of, edit and otherwise exploit such Communications, in any manner whatsoever, for any purpose whatsoever, and without accounting or compensation to you or your company. This includes, without limitation, the right to incorporate or implement any Communications, or derivatives thereof, into any i3 product or service. You hereby waive all rights to any claim against i3 for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications. This Section will survive any termination of these ToU.
You acknowledge that transmissions to and from the i3 Web Application are not confidential and your Communications may be read or intercepted by others. You acknowledge that, except as explicitly set forth in these ToU, no confidential, fiduciary, implied or other obligation is created between you and i3 by your submission of Communications to i3.
You shall at all times comply with all applicable laws, rules and regulations regarding your use of the i3 Web Application and your posting and information thereon, including, without limitation, those governing false advertising, infringement, data privacy or misappropriation of third party intellectual property rights, unfair competition and antitrust.
The i3 Web Application is controlled, operated and administered by i3 from its offices within the United States of America. i3 makes no representation that the Content, information or materials on or accessible through the i3 Web Application are appropriate or available for use at locations outside the United States. If you use the i3 Web Application from outside the United States, you are solely responsible for compliance with all applicable laws, including without limitation export and import laws of other countries. Accessing the i3 Web Application from locations where its Content is illegal is prohibited. As applicable, you agree to obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your use, from outside the United States, of any Content offered on, or other materials or information accessible through, the i3 Web Application.
You agree to comply with all applicable export control laws, rules and regulations of the United States of America and any other applicable jurisdiction. Any diversion of the Content of the i3 Web Application contrary to United States law is prohibited. None of the Content offered on the i3 Web Application, nor any materials or information accessible through use of the i3 Web Application, is or will be acquired for, or shipped, transferred, or re-¬exported to, directly or indirectly, proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. You shall comply strictly with United States export laws and assume sole responsibility for obtaining licenses to export or re*-export as may be required.
This Agreement is governed by the laws of the State of Texas, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, do not apply to these ToU. The federal and state courts located within Tarrant County, Texas, have exclusive jurisdiction to adjudicate any dispute arising out of or related to these ToU and the parties submit to that exclusive jurisdiction. To reduce the expense and uncertainty of any potential litigation, the parties waive the right to trial by jury in any dispute(s) arising out of or relating to these ToU and those disputes will be tried by the court without a jury. The failure of i3 to enforce any of the provisions of these ToU is not a continuing waiver, and that failure does not affect the right of i3 to take any action in the future to enforce any provisions in these ToU.
This Agreement is assignable by i3, in whole or in part, without your consent. You may not assign these ToU, nor any rights hereunder, whether by operation of law or otherwise, without the prior written consent of i3. Any purported assignment without such consent shall be void.
i3 may change, suspend or discontinue any aspect of the i3 Web Application at any time, including the availability of any feature or Content. i3 may also impose limits on certain features or Content or restrict your access to parts or the entire i3 Web Application without notice or liability.
These ToU contains the entire agreement between the parties and supersedes and replaces any prior or inconsistent agreements, negotiations, representations, or promises, written or oral, between the parties about the subject matter of these ToU. The parties waive any statute, law, or common law principles requiring interpretation of any ambiguities in these ToU against the Party who drafted it. No course of dealings, prior dealings, usage of trade, or course of performance will be used to modify, supplement, or explain any terms used in these ToU. No modification of these ToU will be binding on either party unless set forth in a writing signed by authorized representatives of both parties specifically stating it is amending these ToU. These ToU will not be construed to place the parties in an agency, employment, franchise, joint venture, or partnership relationship and the parties will not represent to the contrary. These ToU will not give rise, nor is it intended to give rise, to any rights of any kind to any third parties. Any cause of action you may have with respect to your use of the i3 Web Application must be commenced within one (1) year after the claim or cause of action arises. Any failure to act by i3 with respect to any breach by you or others does not waive i3's right to act with respect to any subsequent or similar breach. If any provision of these ToU is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions of these ToU continue in full force and effect to the extent it remains a workable instrument to accomplish the intents and purposes of the parties.