Last Modified: June 30, 2022

Terms of Use

Acceptance of the Terms of Use

These terms of use are a legally binding contract between you and Chario, Inc. d/b/a impala ("impala", "Chario", "we", "us" or "our"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of www.impala.digital and app.impala.digital, including any content, functionality and services offered on or through www.impala.digital and app.impala.digital (collectively the "impala Site"), whether as a guest or a registered user.

You may have entered into a separate Partner Collaboration Agreement with impala (the “Collaboration Agreement”) in connection with your use of the impala Site. In case of any inconsistency between the terms of such Collaboration Agreement and the terms of these Terms of Use, the terms of the Collaboration Agreement shall prevail.

Please read the Terms of Use carefully before you start to use the impala Site. By using the impala Site or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.impala.digital/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the impala Site.

The impala Site is offered and available to users who meet the following requirements: (1) they are “Minimum Age” (described below) or older; and (2) are not already restricted by impala from using the impala Site. “Minimum Age” means 18 years old. By using the impala Site, you represent and warrant that you are Minimum Age or older, and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the impala Site.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the impala Site thereafter.

Your continued use of the impala Site following the posting of any revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the impala Site and Account Security

We reserve the right to withdraw or amend the impala Site, and any service or material we provide on the impala Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the impala Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the impala Site, or the entire impala Site, to users, including registered users.

You are responsible to ensure that all persons who access the impala Site through your internet connection are aware of these Terms of Use and comply with them.

To access the impala Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the impala Site that all the information you provide on the impala Site is correct, current and complete. You agree that all information you provide to register with the impala Site or otherwise, including but not limited to through the use of any interactive features on the impala Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the impala Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The impala Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the impala Site solely for the Permitted Uses (as defined below), which, unless otherwise permitted by these Terms of Use, shall be non-commercial. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the impala Site, in whole or in part, in any form (including by email, screen shots or other electronic means) except as follows:

Your computer may temporarily store copies of such materials in RAM (or any other place that your browser may store temporary data), incidental to your accessing and viewing those materials.

You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download contents of the impala Site for your own personal, non-commercial use and not for further reproduction, publication or distribution.

You must not:

Modify copies of any materials from this site.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the impala Site.

You must not access or use for any commercial purposes any part of the impala Site or any services or materials available through the impala Site. If you would like to make copies and/or distribute any portion of the impala Site in ways not expressly authorized by these Terms of Use, you must contact us for written permission, which we may grant or withhold in our sole discretion. Of course, you are free to encourage others to access the information themselves from the impala Site and tell them how to find it.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the impala Site in breach of the Terms of Use, your right to use the impala Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the impala Site or any content on the impala Site is transferred to you, and all rights not expressly granted are reserved by impala. Any use of the impala Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks and Copyright

Our names, "Chario, Inc." and “impala”, and all related names, logos, products and service names, designs and slogans are trademarks of impala or its affiliates or licensors. You must not use such marks without the prior written permission of impala. All other names, logos, product and service names, designs and slogans on the impala Site are the trademarks of their respective owners.

In addition, you hereby agree that impala may use your names, logos, product and service names, designs, slogans and copyrighted materials on the impala Site, and you will not have any claim of any kind against impala in connection with any such use.

Permitted Uses

You may use the impala Site for the following purposes (collectively, “Permitted Uses”):

To learn more or exchange information about specific nonprofit organizations, specific donors of nonprofit entities, other people and organizations affiliated with nonprofit organizations or donors or the nonprofit sector more broadly, and general issues of interest to the nonprofit community.
To investigate and connect with potential donors of nonprofit entities or for entering into other types of business relationships with such donors.
For your own lawful, personal, non-commercial use.
For your own legitimate, lawful internal business use.

Prohibited Uses

You may use the impala Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the impala Site:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards, provided below, set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
To impersonate or attempt to impersonate impala, an impala employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the impala Site, or which, as determined by us, may harm impala or users of the impala Site, or expose them to liability.

Additionally, you agree not to:

Use the impala Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the impala Site, including their ability to engage in real time activities through the impala Site.
Use any robot, spider or other automatic device, process or means to access the impala Site for any purpose, including monitoring or copying any of the material on the impala Site.
Use any manual process to monitor or copy any of the material on the impala Site or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the impala Site.
Introduce any viruses, trojan horses, worms, logic bombs, malware, spyware, key loggers or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the impala Site, the server on which the impala Site is stored, or any server, computer or database connected to the impala Site.
Attack the impala Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the impala Site.

User Contributions

The impala Site may allow users to create personal profiles, submit or post content and information, and may feature any other interactive features (collectively, "Interactive Services"). These Interactive Services may allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the impala Site. For clarification, any User Contributions posted by you on or through the impala Site, whether before or after you accepted and agreed to these Terms of Use, shall be subject to these Terms of Use. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Some of the User Contribution you post to the site will be considered, at your choice, private and confidential (the “Confidential User Contribution”), while other User Contribution, including any publicly available User Contribution, will be considered non-confidential and non-proprietary (the “Non-Confidential User Contribution”). Any Confidential User Contribution you provide impala shall be kept in strict confidentiality. By providing any Non-Confidential User Contribution on the impala Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose, without any further consent, notice and/or compensation to you or others.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
Your profile information will be truthful.
All of your User Contributions, whether posted before or after your acceptance of these Terms of Use, do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not impala, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. You understand that information or content that you share or post may be seen by users or others (including off of the impala Site). Where we have made settings available, we will honor the choices you make about who can see content or information.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the impala Site. You acknowledge that the use of others’ content and information posted on the impala Site, is at your own risk.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the impala Site or the public or could create liability for us.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the impala Site.
Terminate or suspend your access to all or part of the impala Site for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the impala Site. YOU WAIVE AND HOLD HARMLESS IMPALA AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY IMPALA/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER IMPALA/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the impala Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

We respect the intellectual property rights of others and expect our users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe the copyrights or other intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to claims of copyright infringement that comply with applicable law.

If you believe any materials accessible on or from the impala Site infringe your copyright, you may request removal of those materials (or access to them) from the impala Site by submitting written notification (“Notice) to our copyright agent designated below. Upon receipt of the Notice as described below, we will take whatever action, in our sole discretion, we deem appropriate, including removal of the challenged material from the impala Site. If we remove or disable access to content in response to a Notice, we may notify the user with details about the Notice so that they may submit a counter-notice. We may also send a complete copy of the Notice to users where appropriate.

Reporting Claims of Copyright Infringement:

Pursuant to the DMCA, the Notice must include substantially the following:

Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the impala Site, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive Notices is:

Simon Dickson
Chario, Inc.
1002 Dean Street

Suite #101

Brooklyn NY 11238
646-470-5935
simon@impala.digital

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the impala Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Counter Notification Procedures:

If you believe that material you posted on the impala Site was removed in error, you may file a counter notification with us (“Counter Notice”) by submitting written notification to our copyright agent designated above, as explained below.

Pursuant to the DMCA, the Counter Notice must include substantially the following:

Your physical or electronic signature.
An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the impala Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Reliance on Information Posted

The information presented on or through the impala Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the impala Site, or by anyone who may be informed of any of its contents.

Unless otherwise specifically indicated, impala does not endorse and has no affiliation with any of the organizations mentioned, listed in, described on or linked to via the impala Site, and it makes no representations or warranties whatsoever with regard to those organizations or any other organization, entity or person, including but not limited to the performance of goods and services provided by those sites we link.

The impala Site includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the impala Site

We may update the content on the impala Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the impala Site may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the impala Site

All information we collect on the impala Site is subject to our Privacy Policy. By using the impala Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the impala Site and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

The impala Site may provide certain social media features that enable you to:

Link from your own or certain third-party websites, to certain content on the impala Site.
Send e-mails or other communications with certain content, or links to certain content, on the impala Site.
Cause limited portions of content on the impala Site to be displayed or appear to be displayed on your own or certain third-party websites.

You may use any social media features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Cause the impala Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the impala Site other than the homepage.
Otherwise take any action with respect to the materials on the impala Site that is inconsistent with any other provision of these Terms of Use.

The impala Site from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the impala Site

If the impala Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the impala Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

We make no claims that the impala Site or any of its content is accessible or appropriate outside of the United States. Access to the impala Site may not be legal by certain persons or in certain countries. If you access the impala Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the impala Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE IMPALA SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE IMPALA SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE IMPALA SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE IMPALA SITE IS AT YOUR OWN RISK. THE IMPALA SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE IMPALA SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER IMPALA NOR ANY PERSON ASSOCIATED WITH IMPALA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE IMPALA SITE. WITHOUT LIMITING THE FOREGOING, NEITHER IMPALA NOR ANYONE ASSOCIATED WITH IMPALA REPRESENTS OR WARRANTS THAT THE IMPALA SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE IMPALA SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE IMPALA SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE IMPALA SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, IMPALA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL IMPALA, ITS AFFILIATES OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE IMPALA SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE IMPALA SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE IMPALA SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless impala, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the impala Site, including, but not limited to, your User Contributions, any use of the impala Site's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the impala Site.

Governing Law and Jurisdiction

All matters relating to the impala Site and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the impala Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Mediation or Arbitration

At our sole discretion, we may require you to submit any disputes arising from use of the impala Site or these Terms of Use, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to mediation or final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware state law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE IMPALA SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by impala of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of impala to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and impala with respect to the impala Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the impala Site.