Impression Terms of Use

1. WELCOME TO IMPRESSION

a. Introduction. Thank you for using the Impression platform (the “Platform”) and the products, services, and features we make available to you in connection therewith (collectively, the “Services”). The Services allow you to use Impression’s commerce and payments tools to discover and share advertising and marketing campaign opportunities (each, a “Campaign”), where you can help merchants and brand owners that use the Platform (“Merchants”) promote and sell their products and services, track your sales and earnings to see what customers buy, and receive payments, all subject to the terms and conditions below.

 The Platform is owned and operated by, and the Services are provided by, Impression Technologies, Inc. (“Impression” or “we” or “us”). These terms, together with any documents expressly incorporated by reference herein (collectively, the “Terms of Use”) are entered into by and between Impression and any creator, influencer, publisher, individual, or partner that uses the Services (“you” or “Partner”). These Terms of Use govern your access to and use of the Services, which include any content, information, functionality, services, or payments offered on or through the Services.
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Please read the Terms of Use carefully before you start to use the Services. By using any of the Services or by clicking “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 https://www.useimpression.com/privacy, and 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 any of the Services.
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b. Entering into these Terms of Use. The Services are offered and available to users who are 18 years of age or older. By using our Services, you represent and warrant that you are of legal age to form a binding contract with Impression. If you are under the age of 18, you must not access or use any of the Services. If you are entering into this Terms of Use on behalf of a legal entity, you hereby represent and warrant that you have the right and authority to bind such legal entity. All references to “you” or “Partner” shall refer to you or such legal entity, as applicable.
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c. Changes to these Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. When changes are made, we will make a copy of the updated Terms of Use available on this page and update the “Last Updated Date” at the top of these Terms of Use. If we make any material changes to the Terms of Use, we will provide notice of such material changes and attempt to notify you by sending an e-mail to the e-mail address provided in your Account registration. Any changes to the Terms of Use will be effective immediately for new Partners and will be effective for existing Partners upon the earlier of (i) your participation in a new Campaign or other use of the Partner Links after such update is made available, (ii) your consent to and acceptance of the updated Terms of Use if we provide a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which we may require before further use of the Services is permitted, or (iii) thirty (30) days after the “Last Updated Date” at the top of these Terms of Use.  If you do not agree to the updated Terms of Use, you must stop using all Services upon the effective date of the updated Terms of Use. Otherwise, your continued use of the Services following the posting of 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.

d. Changes to the Services. We reserve the right to withdraw, suspend, restrict, reduce, augment or amend the Services, and any content or material we provide through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. 

2. YOUR USE OF THE SERVICES.

a. Account Creation. You may be required to create an account with Impression (an “Account”) and a username and password to access the Services or some of the resources offered through the Services (the “Credentials”). You may also be required to provide additional information that will assist us in authenticating your identity when you log into your Account in the future ("Unique Identifiers"). It is a condition of your use of the Services that all information you provide through the Services, including when registering for an Account, is true, accurate, current, and complete. You agree that all information you provide to register for the Services or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 When creating an Account, you represent and warrant that all information you provide shall be truthful, accurate, and complete. You agree to maintain and promptly update all such data to keep it true, accurate, and complete.
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b. Accessing the Platform; Account Security. You are responsible for: (i) making all arrangements necessary for you to have access to the Services; and (ii) ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them. If you choose or are provided with Credentials, Unique Identifiers, or any other piece of information as part of our security procedures, you are solely responsible for the confidentiality thereof and must not disclose such information 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 Services or portions thereof using your Credentials, or other security information. You agree to notify us immediately of any unauthorized access to or use of your Credentials 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. Impression reserves the right to delete or change your Account, Credentials or Unique Identifier at any time and for any reason, including if, in our opinion, you have violated any provision of these Terms of Use. Impression will not be liable for any loss or damage caused by any deletion, change, or unauthorized use of your Account.

 c. Partner Links.  Once your Account is set up, but subject to your compliance with the other requirements of these Terms of Use, including without limitation the Section titled “Compliance with Applicable Laws, Rules, Regulations, and Guidelines” you can start: (i) using the Services and (ii) recommending products and services sold by Merchants by joining Campaigns. Impression offers a variety of tools further described at our Impression API Developer Documentation Page in order to provide trackable links so we can attribute revenue and sales to your efforts in connection with a Campaign (such links, the “Partner Links”). If you follow the instructions Impression provides in connection with the Tools, we will be able to track your revenue, and sales via your Partner Links. You bear all responsibility for complying with any instructions Impression makes available to you at our Impression API Developer Documentation Page and recognize that any failure to properly generate or use a Partner Link may mean that your Commission (as defined in Section III) may not include all product sales generated through your contribution to a particular Campaign. By using the Partner Links, you consent to any update of your Partner Links by Impression. The use of the Services is prohibited on any websites, newsletters, social media platforms, or other digital content, that you do not own, control or have legal authority to use and display content.

d. Linking Requirements. 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.  You must not (i) cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking; or (ii) otherwise take any action with respect to the materials on our Platform that is inconsistent with any other provision of these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. 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.

 e. Third-Party Offerings. The Services may contain links to third-party websites, applications and content (collectively, “Third-Party Offerings”).  When you click on a link to a Third-Party Offering, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Offerings are not under the control of any Third-Party Offering.  Impression provides these Third-Party Offerings only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Offerings, or any product or service provided in connection therewith.  You use all links in Third-Party Offerings at your own risk. When you leave our Platform, the Terms of Use and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Offerings, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

3. CAMPAIGNS & COMMISSIONS. 

a. IMPORTANT CONDITIONS. TO PARTICIPATE IN A CAMPAIGN, YOU MUST AGREE TO ANY CAMPAIGN OR MERCHANT-SPECIFIC TERMS ASSOCIATED THEREWITH, INCLUDING WITHOUT LIMITATION THE DURATION OF THE CAMPAIGN AND THE COMMISSION RATE ASSOCIATED WITH THE CAMPAIGN. IF YOU DO NOT AGREE TO BE BOUND BY ANY CAMPAIGN OR MERCHANT-SPECIFIC TERMS OF A CAMPAIGN, OR DO NOT WISH TO PARTICIPATE BASED ON THE COMMISSION BEING OFFERED, YOU SHOULD NOT JOIN OR PARTICIPATE IN SUCH CAMPAIGN. Impression WILL NOT BE REQUIRED TO PAY THE APPLICABLE COMMISSION UNLESS AND UNTIL PAYMENT HAS ACTUALLY BEEN RECEIVED BY Impression FROM THE APPLICABLE MERCHANT. WHEN A CAMPAIGN ENDS FOR ANY REASON, COMMISSIONS WILL NO LONGER BE EARNED VIA YOUR PARTNER LINK FOR SUCH CAMPAIGN.

b. Commissions. You can choose which Merchant’s Campaigns you would like to participate in via the Platform.  Please carefully read and review any Campaign or Merchant-specific terms before electing to be a part of a particular Campaign. When a Merchant runs a Campaign on the Platform, they will often offer a particular commission based on product sales generated during that Campaign through your use of the Partner Links (the “Commission”). Such Commission is subject to the specific terms and duration of the Campaign, and is calculated as a percentage of the revenue tracked via the Partner Links and Impression Platform. You will receive no commission at the end of the Campaign.

c. Early Termination of a Campaign. You acknowledge and agree that Impression or Merchant may elect to end a Campaign early, for any reason, in its sole and absolute discretion, in which case no Commissions will be owed after such termination date. Impression disclaims all responsibility, and shall have no liability, in connection with any decision to end a Campaign early.

d. Payment & Calculation of Commissions.
Impression has partnered with Stripe, Inc. (“Stripe”), a third-party payment processor, in order to enable you to receive payments of Commissions due to you. By accessing and using the Services, you also expressly agree: (i) to all of the terms of Stripe’s privacy policy located at https://stripe.com/privacy, Stripe’s Services Agreement located at https://stripe.com/legal, and Stripe’s Connected Account Agreement located at https://stripe.com/connect-account/legal (collectively, the “Stripe Policies”) and (ii) that Impression may collect your data and share such data with Stripe solely for the purpose of enabling and allowing Stripe to provide applicable services to you.  Except as otherwise expressly authorized by Impression in its sole discretion, in order to receive payments from Impression you must: (i) have a Stripe account with an associated linked bank account (the “Stripe Connected Account”) that has been fully set up and that complies with and meets the requirements of the Stripe Policies; and (ii) be located in, and have a Stripe Connected Account located in, the United States, the United Kingdom, Singapore or Canada (the “Eligibility Requirements”).

Payment will be made in U.S. dollars. Impression generally pays Commissions for any given month approximately ninety (90) days after the end of such month.  You may also receive payment of the Commission earlier if you elect to use the Instant Pay feature (as further detailed below). As applicable, Impression reserves the right to withhold payment to you in the event that Impression does not receive payment of its Commission due and payable from the applicable Merchant. You will be subject to a minimum threshold amount of one-hundred and twenty dollars ($120.00) (the “Payment Threshold”) before the Commission will be paid in any particular month.
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All Commissions owed to Partner shall be calculated via the Partner Links and Impression Platform, and such calculation shall be final and binding on Partner. Notwithstanding the foregoing, in the event the Partner Links and/or the Impression Platform mis-calculate or make any error in calculating the Commissions owed to Partner in any way (including, without limitation, by reflecting an over-payment or under-payment in the amount owed to Partner), Impression shall promptly notify Partner once Impression becomes aware of such error, and the parties will cooperate to rectify such issue. In the event of an over-payment, Impression may, in its sole and absolute discretion, either (i) direct Partner to return the amount of the over-payment, in which case Partner shall so within five (5) business days after such request or (ii) set-off and deduct the over-payment against future Commissions.

If any revenue or sales generated through your Partner Links are determined or reasonably suspected by Impression in its sole discretion to have been fraudulent, an abuse of the Services or the Partner Links, or otherwise in violation of these Terms of Use (such as, by way of illustration only, involving purchases that were made with the intent to return or cancel such purchases), you shall be liable for and shall return to Impression all Commissions attributed to such revenue or sales, and Impression reserves the right to withhold and/or set off any future Commissions against amounts owed to Impression hereunder. You may also be terminated from the Services, and Impression reserves all other rights and remedies under these Terms of Use and applicable law.

IF YOU DO NOT ABIDE BY THE TERMS HEREIN, INCLUDING THE SECTIONS TITLED “COMMUNITY GUIDELINES” AND “COMPLIANCE WITH APPLICABLE LAWS, RULES, REGULATIONS, AND GUIDELINES,” Impression RESERVES THE RIGHT TO WITHHOLD AND/OR SET-OFF ANY COMMISSIONS.

e. Impression Instant Pay. At the sole discretion of Impression, you may be eligible to receive payments for Commissions due to you on an accelerated basis.  Impression reserves the right to revoke your ability to use Impression Instant Pay at any time.  If you are offered Instant Pay by Impression, subject to a transaction fee (the “Transactional Fee”), you will be able to receive payments of your Commissions through Stripe’s Instant Payout feature into a bank account linked to your Stripe Connected Account. Impression will make payment for Commissions to your Stripe Connected Account, up to the Daily Payout Limit, and settlement to your linked bank account will be completed by Stripe in accordance with the Stripe Policies. “Daily Payout Limit” means the limit of funds that Impression may send to you using Instant Pay within 24-hours.

 You shall pay the Transactional Fee for each payment you request through Instant Pay. The Transactional Fee and the Daily Payout Limit will be listed on the Platform, and are subject to change at any time at Impression’s or Stripe’s discretion. Any Commission amount due to you from Impression that is not paid through the Instant Pay service will be paid in accordance with subsection (d), above.

Stripe and Impression reserve the right to restrict, suspend or terminate you from using the Platform or the Services, including without limitation Instant Pay features at any time if, in their sole discretion, respectively: (i) Stripe or Impression determines that your activities violate Impression’s Terms of Use or Privacy Policy, the Stripe Policies, any applicable agreement between Impression and Stripe, and/or any applicable law; (ii) Stripe or Impression reasonably determine that the risk associated with your activities poses unacceptable risk to Stripe or Impression and/or their respective users; or (iii) for any other reason, in Stripe’s or Impression’s discretion.

 You acknowledge and agree that Impression has the right to reverse any payment made to your Stripe Connected Account in the event that you violate these Terms of Use, Impression’s Terms of Use or Privacy Policy, the Stripe Policies, and/or any applicable law. You may not, and may not attempt to send or receive funds to or from a person, entity, or state where such transactions are prohibited by applicable law.

 f. Taxes. Impression will report all Commissions and other payments under this Agreement, and may withhold any applicable taxes, in each case as required by applicable tax law in Impression’s determination. You agree to supply to Impression, upon request, all information that Impression requires in order to fulfill its tax reporting and withholding obligations, if any. Each party shall be responsible for paying any applicable taxes it is required to pay with respect to such payments. 

4. INTELLECTUAL PROPERTY RIGHTS & CONTENT.

a. The Platform. Impression is and will remain the sole and exclusive owner of all right, title, and interest in and to the Platform and the Services, including, without limitation, all source code, object code, operating instructions, and all interfaces developed for or relating to the same, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works thereof and thereto made by or on behalf of Impression, and including all intellectual property rights embodied in any of the foregoing. The Impression name and all related names, logos, product and service names, designs, and slogans are trademarks of Impression or its affiliates or licensors (the “Impression Marks”). You must not use such marks without the prior written permission of Impression. Except as otherwise stated herein, no right, title, or interest in or to the Platform, the Services, the Impression Marks, any other Services, or any content on the Platform is transferred to you, and all rights not expressly granted herein are reserved. Your use of the Platform is personal and non-exclusive and may be revoked at any time, and may be only used in connection with your participation in Campaigns pursuant to the terms and conditions of these Terms.

b. Merchant Rights. All names, logos, product and service names, designs, and slogans, or any photos, images, videos, text or other information or  content, on the Platform or in connection with any of the other Services provided or made available by a Merchant, are the intellectual property rights of such Merchant or its respective owners (the “Third-Party Rights”). From time to time, Merchant may make available to you certain Third-Party Rights expressly indicated as intended for use in connection with your participation in a particular Campaign (the “Merchant Rights”). You have a limited, non-exclusive, revocable right, during the duration of the applicable Campaign, to use the Merchant Rights solely for the purposes of creating content to promote Campaigns on websites, newsletters, social media platforms, or other digital properties that you either own or are authorized to use (the “User Channels”).  You must not otherwise use such Merchant Rights without the prior written permission of Impression or Merchant, and in any event you have no right to use any other Third-Party Rights. Impression or the Merchant may suspend or terminate your right to use the Merchant Rights at any time, in which case you will immediately cease using, posting or displaying any Merchant Rights (including, to the fullest extent within your control, the removal and/or deletion of any such use of the Merchant Rights).  All rights not expressly granted herein are reserved by Impression or Merchant, as applicable.

c. Partner Content & Partner Contributions; Licenses.
 As between the parties, you retain ownership in any original content that you create and display or otherwise make available via the User Channels in connection with a Campaign, excluding any aspects incorporating or derived from the Platform, the Impression Marks, Third-Party Rights or Merchant Rights (such original content, the “Partner Content”).
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The Platform may contain message boards, personal web pages or profiles, forums, and other interactive, community or shared features that allow users (including Partners) to post, submit, publish, display, or transmit to other users or other persons information, content or materials on or through the Platform. Any such information, materials or content that you post or otherwise provide are deemed “Partner Contributions,” and must comply with our Community Guidelines. As between the parties, you retain ownership in your Partner Contributions, except to the extent incorporated or derived from the Platform, the Impression Marks, Third-Party Rights or Merchant Rights.

 You grant Impression and our affiliates, service providers, and each of their and our respective licensees, successors, and assigns the perpetual, irrevocable, worldwide, assignable, sublicensable, royalty-free right to (i) re-share or re-post Partner Content on our Platform  or (ii) use, disclose, reproduce, modify, perform, display, distribute, and otherwise commercialize any Partner Contributions, including, in each of (i) and (ii) above, in connection with (x) providing the Services and (y) the marketing or promotion of the Platform or Merchant’s products or services.

You understand and acknowledge that you are responsible for any Partner Content and Partner Contributions, and you, not Impression, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any Partner Content or Partner Contributions.
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d. Other Marketing Materials. By using any of the Services, you grant Impression and our affiliates, service providers, and each of their and our respective licensees, successors, and assigns the perpetual, irrevocable, worldwide, assignable, sublicensable, royalty-free right to, without further authorization or compensation, to: (i) refer to you as a user of the Services; and (ii) use any of your profile images and screen names (your “Likeness”) in content and materials to advertise, promote, and market the Services and/or Impression or in connection with Merchant re-targeting campaigns referencing your product recommendations (the “Marketing Materials”). Impression owns all right, title, and interest, including, without limitation, all copyright rights, in and to any Marketing Materials (other than your Likeness or any Partner Content or Partner Contributions used therein).

You may expressly opt out of this Section in writing. To opt-out, please email Impression at support@useimpression.com.com. You acknowledge and agree that you shall have no right to review or approve Marketing Materials before they are used by Impression, and that Impression has no liability to you for any editing or alteration of the Marketing Materials. Impression has no obligation to create or use the Marketing Materials or to exercise any rights given by these Terms of Use.    

5. COMPLIANCE, RESTRICTIONS & REPRESENTATIONS.

a. Legal & Regulatory Compliance. You represent and warrant that (i) you have no criminal record; (ii) you have the right to enter into these Terms of Use and have no conflicting commitments or obligations that would interfere with your ability to perform the services required of you and grant the rights herein granted; (iii) you have not acquired the number of social media followers you have as of the date you entered into the Terms of Use, nor shall you acquire any social media followers, by means of any automated program or similar technique/method, or fraudulent behavior of any kind, and any representation you have made to Impression with respect to the number of social media followers Partner has acquired is truthful and accurate, to the best of your knowledge; (iv) you shall clearly and conspicuously disclose your affiliation with Merchant in accordance with the FTC Endorsement Guides; (v) any claims you make about Merchant or Merchant’s products or services shall reflect your honest and truthful opinions; and (vi) if your positive opinion(s) about Merchant or Merchant’s products or services should change during duration of a Campaign so that you no longer can truthfully endorse Merchant’s products and services, you shall immediately advise Impression and the applicable Merchant.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL MATTERS RELATED TO THE PARTNER CONTENT, AND THE OPERATION AND MAINTENANCE OF THE USER CHANNELS (EXCLUDING THE PLATFORM AND/OR THE SERVICES), INCLUDING, WITHOUT LIMITATION CREATING AND POSTING PARTNER CONTENT AND EMBEDDING PARTNER LINKS IN THE PARTNER CONTENT.
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YOU REPRESENT AND WARRANT THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS, RULES, GOVERNMENTAL REGULATIONS, REGULATORY GUIDELINES, AND OTHER REQUIREMENTS APPLICABLE TO YOUR PARTNER CONTENT, PARTNER CONTRIBUTIONS AND THE OPERATION AND MAINTENANCE OF THE USER CHANNELS, INCLUDING WITHOUT LIMITATION THE FEDERAL TRADE COMMISSION’S GUIDES CONCERNING THE USE OF ENDORSEMENTS AND TESTIMONIALS IN ADVERTISING AND ALL RELATED LAWS, REGULATIONS AND GUIDANCE (“FTC ENDORSEMENT GUIDES”) SUCH AS THE GUIDELINES AVAILABLE HERE AND ANY OTHER RESOURCES, INCLUDING THOSE AVAILABLE AT https://www.ftc.gov).

b. Community Guidelines. You represent and warrant that you will abide by our Community Guidelines, including in connection with any Partner Content or Partner Contributions, which is available at https://useimpression.com/communityguidelines. Impression may update and amend the Community Guidelines from time to time, so please review the Community Guidelines regularly.

 c. Prohibited Uses.  You may use the Services only for lawful purposes and in accordance with these Terms of Use. You will not permit or assist any third party to, nor will you attempt to: (i) reverse engineer, decompile or otherwise attempt to discover the source code of any aspect of the Services, (ii) intentionally interfere with the operation of the Services; (iii) use the Services (except as permitted herein) in any way other than what has been expressly authorized in these Terms of Use; (iv) share your Credentials, Unique Identifiers or any other Account login information for Services with any third party; (v) use the Services 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); (vi) use the Services 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; (vii) use the Services to send, knowingly receive, upload, download, use, or re-use any material that does not comply with our Community Guidelines; (viii) use the Services for the purposes of creating a competing product or otherwise benchmarking or performing competitive analysis on the Services; or (ix) use the Services to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the Impression or users of the Services, or expose them to liability.

 Additionally, you agree not to: (i) use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of Services, including their ability to engage in real time activities through the Services; (ii) use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; (iii) use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent; (iv) use any device, software, or routine that interferes with the proper working of the Services; (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Platform is stored, or any server, computer, or database connected to the Services; (vi) attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or (vii) otherwise attempt to interfere with the proper working of the Services.
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d. Additional Representations, Warranties and Responsibilities. You represent and warrant that (i) you have no criminal record; (ii) you have the right to enter into these Terms of Use and have no conflicting commitments or obligations that would interfere with your ability to perform the services required of you and grant the rights herein granted; (iii) you have not acquired the number of social media followers you have as of the date you entered into the Terms of Use, nor shall you acquire any social media followers, by means of any automated program or similar technique/method, or fraudulent behavior of any kind, and any representation you have made to Impression with respect to the number of social media followers Partner has acquired is truthful and accurate, to the best of your knowledge; (iv) you shall clearly and conspicuously disclose your affiliation with Merchant in accordance with the FTC Endorsement Guides; (v) any claims you make about Merchant or Merchant’s products or services shall reflect your honest and truthful opinions; and (vi) if your positive opinion(s) about Merchant or Merchant’s products or services should change during duration of a Campaign so that you no longer can truthfully endorse Merchant’s products and services, you shall immediately advise Impression and the applicable Merchant.

In addition, you represent and warrant that any Partner Content or other materials published by you (except content provided by Impression or Merchant) hereunder represents fair, accurate, and truthful depictions of what is represented, and specifically:  (i) all Merchant products depicted are the actual products, without any enhancement, alteration, or additional ingredients, (ii) any products depicted were used in conformity with the instructions on the packaging, (iii) any demonstrations are depicted without any special effects or any other method which would enhance or alter the performance or appearance depicted, including without limitation filters or Photoshop.
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You represent and warrant that: (i) you own the User Channels or have express permission to use and contribute your Partner Content to each such User Channel, and you will comply with the terms and conditions of all User Channels; (ii) the Partner Content and Partner Contributions do not infringe upon the intellectual property rights or other proprietary rights of a third party; (iii) you will not take any action or encourage any third party to generate impressions or clicks on your Partner Links through deceptive, misleading, fraudulent or other unlawful means (including, without limitation, via trademark bidding or other manipulation of search engine optimization; provided that certain trademark bidding may be allowed only with Impression’s and Merchant’s prior written consent); (iv) your Partner Content and Partner Contributions are not obscene, vulgar, profane, discriminatory, defamatory, libelous, slanderous, or otherwise illegal; (v) you will be transparent in your disclosures about your connections to Merchants; (vi) you will not attempt to dishonestly inflate or increase your Commissions in any way, including by creating duplicate Accounts or using Partner Links to buy and return products to increase Commissions; (vii) you will not attempt to bypass Impression and engage Merchants directly to access opportunities found on the Platform; and (viii) you will at all times during the term of these Terms of Use, including but not limited to while using the Services, act in a professional, workmanlike manner in accordance with prevailing industry standards.
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More information about your use of the Platform can be found in our Community Guidelines. Nothing in our Community Guidelines shall be interpreted to limit or abridge the representations and warranties Partner makes in this Section. 

6. TERM; TERMINATION; MONITORING & ENFORCEMENT.

a. Term; Termination.

These Terms of Use commence on the date when you accept them and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the terms set forth herein.
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Impression has the right to suspend or terminate your use of the Services without cause and for convenience. Without limiting the foregoing, if you have materially breached any provision of the Terms of Use, or if Impression is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Impression has the right to, immediately and without notice, agree or terminate any Services provided to you. You agree that all terminations shall be made in Impression’s sole discretion and that Impression shall not be liable to you or any third party for any termination of your Account.
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If you want to terminate the Services provided by Impression, you may do so by (i) notifying Impression at any time and (ii) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to support@useimpression.com.
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b. Monitoring and Enforcement. We have the right to

Without limiting the foregoing, we have the right to cooperate fully 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 Services. YOU HEREBY WAIVE ANY CLAIMS AGAINST, AND AGREE TO HOLD HARMLESS, IMPRESSION AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
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In addition to any rights and remedies Impression is entitled to under these Terms of Use, Impression is entitled to recover any legal fees and other costs Impression incurs to enforce these Terms of Use.

7. INDEMNITY; DISCLAIMER; LIMITATION OF LIABILITY.

a. Indemnity.  You agree to indemnify, defend, and hold Impression, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, customers and licensors including any Merchants (each, a “Impression Party” and collectively, the “Impression Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) your Partner Contributions or Partner Content; (ii) your use, or alleged use, of any Service in violation of the Terms of Use, including any violation of any law, rule or regulatory requirement; (iii) your violation of any rights of another party, including any Merchant(s); (iv) your violation of any applicable laws, rules or regulations; or (v) any disputes with third parties arising from your use of the Services, including, without limitation, any disputes between you and a Merchant.  Impression reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Impression in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms of Use and/or your access to the Services.

b. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE PLATFORM, ITS CONTENT, OUR SERVICES, THE THIRD-PARTY RIGHTS, THE MERCHANT RIGHTS, THIRD-PARTY OFFERINGS, AND ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, AND Impression MARKS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

 IMPRESSION DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES: (I) IN CONNECTION WITH THE SERVICES, Impression MARKS, THE THIRD-PARTY RIGHTS, THE MERCHANT RIGHTS, CAMPAIGNS, MERCHANTS ACCESSIBLE THROUGH THE PLATFORM, USER CHANNELS, PARTNER CONTENT, PARTNER CONTRIBUTIONS, INSTANT PAY, THIRD-PARTY OFFERINGS, OR THE OPERATION OF ANY OF THE FOREGOING; (II) THE SERVICES BEING UNINTERRUPTED OR ERROR-FREE, RELIABLE, THAT DEFECTS WILL BE CORRECTED; (III) THAT OUR SERVICES, OR ANY SERVER THAT MAKES THE SERVICES AVAILABLE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THAT OUR SERVICES OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH OUR SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, OR OTHERWISE WITH RESPECT TO THESE TERMS OF USE; OR (V) WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF OUR SERVICES.
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IMPRESSION EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT THAT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY SUCH WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE MINIMUM REQUIRED BY APPLICABLE LAW.
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IMPRESSION EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH YOUR RELATIONSHIP WITH ANY MERCHANT.
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c. Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE IMPRESSION PARTIES BE LIABLE TO PARTNER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, ANY CUSTOMER OR POTENTIAL CUSTOMER WHO INTERACTS WITH A PARTNER LINK OR ANY MERCHANT YOU WORK WITH ON A CAMPAIGN) FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR SERVICES.

IN NO EVENT WILL THE LIABILITY OF ANY IMPRESSION PARTY FOR DAMAGES OR ALLEGED DAMAGES UNDER THESE TERMS OF USE OR RELATED TO THE USE OF THE PLATFORM OR THE SERVICES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EXCEED ALL AMOUNTS PAYABLE TO PARTNER BY IMPRESSION FOR USE OF THE PLATFORM OR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM OR, IF GREATER, FIFTY DOLLARS. 

8. GENERAL.

a. Copyright Infringement.  Copyright Infringement.  It is Impression’s policy to terminate membership privileges of any Partner who repeatedly infringes copyright upon prompt notification to Impression by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Services of the material that you claim is infringing; (iv) your address, telephone number and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Impression’s Copyright Agent for notice of claims of copyright infringement is as follows: Impression Terms of Use (termsofuse@useimpression.com)
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b. Geographic Restrictions. The provider of the Services is based in the State of Delaware in the United States. We make no claims that the Services or any related content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 c. Waiver and Severability. No failure or delay by Impression in exercising any right or remedy under these Terms of Use will operate as a waiver of such right or remedy. In the event that any portion of these Terms of Use is held to be invalid or unenforceable, 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.

d. Governing Law; Jurisdiction. All matters related to the Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) will be governed by and construed in accordance with the 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 Services shall be resolved exclusively by state or federal courts located in Dover, New York. You hereby consent to the exclusive jurisdiction of such courts, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
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e. Assignment. The Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Impression’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Impression may assign these Terms of Use without any consent of Partner.

f. Entire Agreement. These Terms of Use, our Privacy Policy, our Community Guidelines, and the Stripe Policies constitute the sole and entire agreement between you and Impression concerning the Services and supersedes all existing agreements and all other oral, written or other communication between you and Impression concerning the Services.

 g. Contact Us. These Services are provided by Impression Technologies, Inc. located at 310 Alder Rd, Dover, DE, 19904. All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: support@useimpression.com.

LAST REVISED: 02/10/2024

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