Last updated: Aug 22, 2024
1. About these Terms of Service
These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you”, “Shop”, or “End User”) and Impactify App LLC, including its affiliates ("Impactify", the “Company,” “we”, “us”, or “our”), concerning your access to and use of our websites, applications, software services, and professional services, as well as any media, information, or content made available therein, therefrom, or otherwise related to or connected therewith (collectively, the “Services”).
By accessing, downloading, installing, or otherwise using the Services, including any content, functionality, or services offered on or through Impactify, you unequivocally agree to comply with and be bound by these Terms of Service (“Terms”), including Impactify's Privacy Policy. These Terms, together with any specific agreements between you and Impactify, constitute the full “Agreement” governing your use of the Services. If you do not agree with the Agreement, you are expressly prohibited from using the Services and must discontinue use immediately.
Consent to Communications: YOU ALSO AGREE TO RECEIVE TEXTS AND CALLS FROM OR ON BEHALF OF IMPACTIFY AT THE PHONE NUMBER YOU PROVIDE. THESE TEXTS AND CALLS MAY INCLUDE OPERATIONAL MESSAGES OR PROMOTIONAL CONTENT, AND MAY BE SENT USING AUTOMATED TECHNOLOGY. YOUR CONSENT TO THESE COMMUNICATIONS IS NOT A CONDITION OF ANY PURCHASE.
Supplemental terms and conditions or documents that may be posted on our websites from time to time are hereby expressly incorporated herein by reference. We may make changes to this Agreement from time to time. Please check this Agreement periodically for updates. Revisions will be effective immediately upon posting, except that for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions (unless otherwise stated). We may also require that you accept modified Terms to continue using the Service. We will further alert you about any changes by updating the “Last updated” date of this Agreement. If you do not agree to the modified Agreement, you should remove your User Content and discontinue your use of the Service. Except as expressly permitted herein, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
Additional terms and conditions with respect to new and add-on products and services may also be added to this Agreement at any time by appending them hereto. Such terms and conditions are considered “Product Specific Terms” as set forth below.
Arbitration Notice: Except for certain kinds of disputes described in Section 20, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND IMPACTIFY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement (except for matters that may be taken to small claims court), and your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury (See Section 20).
The information provided on and through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
2. Introduction
2.1. Acceptance of Terms
By accessing or using the Impactify platform, including any content, functionality, or services offered on or through Impactify ("Services"), you ("User") unequivocally agree to comply with and be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and Impactify App LLC ("Impactify," "we," or "us"). Impactify reserves the absolute and unfettered right to modify these Terms at any time, and any continued use of the Services following such modifications constitutes your irrevocable acceptance of the revised Terms. Users acknowledge their unmitigated responsibility to regularly review these Terms. Any failure to review the updated Terms shall in no way exempt the User from compliance, and Impactify shall bear no responsibility for the User's neglect in this regard.
2.2. Modification of Terms
Impactify retains the absolute and unilateral right to modify, amend, or replace these Terms at any time, at its sole discretion, and without the obligation to provide notice to the User beyond the posting of the modified Terms on the Impactify platform. Such modifications shall take effect immediately upon posting. Users hereby agree that it is their singular responsibility to regularly review these Terms for any updates or amendments. The User's failure to review the updated Terms does not relieve them of their obligation to comply. Impactify disclaims any liability for any consequences arising from the User's failure to review the updated Terms.
2.3. Termination of Services
Impactify reserves the right, at its sole discretion and without prior notice, to terminate or suspend your access to the Services at any time, for any reason or no reason, including but not limited to violations of these Terms or any actions deemed harmful or potentially damaging to Impactify, its interests, or its reputation. Such termination may result in the immediate forfeiture of any and all rights granted under these Terms. Impactify shall not be liable for any damages, losses, or other consequences resulting from the termination of your access to the Services, and you hereby agree to hold Impactify harmless from any claims arising from such termination.
2.4. Right to Refuse Service
Impactify reserves the right, at its sole discretion and without obligation to provide justification, to refuse service to any User at any time, for any reason or no reason. Such refusal may include, but is not limited to, barring access to the Services, restricting certain functionalities, or terminating the User's account. Users agree to indemnify and hold Impactify harmless from any legal action, claims, or demands arising from its decision to refuse service.
2.5. Governing Law and Dispute Resolution
These Terms and any disputes, claims, or controversies arising out of or relating to them, the Services, or any related matters shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles. Any disputes shall be resolved exclusively through binding arbitration in accordance with the procedures detailed in Section 20. Users hereby waive any right to a jury trial or to participate in a class action or representative lawsuit and agree to submit to the exclusive jurisdiction and venue of the courts located in [Insert County, State].
2.6. Entire Agreement
These Terms, together with Impactify’s Privacy Policy and any other legal notices, terms, or policies published by Impactify, constitute the entire agreement between you and Impactify regarding the use of the Services. This agreement supersedes all prior or contemporaneous communications, proposals, agreements, or representations, whether written or oral, concerning the subject matter herein. Any amendments to these Terms must be made in writing and signed by authorized representatives of both parties. Any waiver of any provision of these Terms will be effective only if in writing and signed by Impactify.
3. Privacy Policy
3.1. Overview
Impactify is committed to protecting the privacy of its Users. The data we collect, including personal information, usage data, and content generated or uploaded by Users, is used to enhance the functionality of our Services, personalize User experiences, conduct analytics, and improve overall service delivery. By using the Services, you agree to the collection, use, and sharing of your data in accordance with our Privacy Policy, which is incorporated by reference into these Terms of Service.
3.2. Data Collection
Impactify collects various types of data from Users through multiple channels, including account registration, user activity, cookies, and third-party services. This data may include, but is not limited to, your personal information, usage data, and content you create or upload while using the Services. Impactify reserves the right to collect additional data as needed to enhance the Services, comply with legal obligations, or for any other lawful purpose.
3.3. Data Use
The data we collect is used for a wide range of purposes, including improving our Services, customizing User experiences, conducting analytics, and enhancing overall service delivery. We may also use your data for marketing, advertising, and promotional activities. By using the Services, you grant Impactify a perpetual, irrevocable, worldwide, royalty-free license to use, modify, distribute, and otherwise exploit your data in a manner consistent with the operation and promotion of the Services.
3.4. Data Retention
Impactify retains collected data for as long as necessary to fulfill the purposes outlined in our Privacy Policy, comply with legal obligations, resolve disputes, and enforce our agreements. We may retain copies of all data collected, including backups, for any purpose, even after you stop using the Services.
3.5. Data Security
We implement reasonable security measures to protect your data, but no method of transmission or storage is completely secure. Impactify does not guarantee the security of any data and disclaims liability for any unauthorized access, breaches, or other compromises of data. You are responsible for maintaining the security of your account information.
3.6. Full Privacy Policy
The above summary provides a general overview of our data practices. The full details of our data collection, usage, sharing, and retention practices are outlined in our separate, comprehensive Privacy Policy. By using the Services, you acknowledge that you have read, understood, and agree to the terms set forth in our Privacy Policy. We strongly encourage you to review the full Privacy Policy to understand how your data is handled and protected.
4. User Conduct and Obligations
4.1. Prohibited Activities
Users are strictly prohibited from engaging in activities that Impactify, in its sole discretion, deems inappropriate, illegal, or harmful to the Services, other Users, or Impactify itself. This includes, but is not limited to, activities such as hacking, unauthorized access, distributing malware, engaging in harassment, or any other conduct that may interfere with the operation of the Services or the rights of others. Impactify reserves the right to take any action it deems necessary, including legal action, termination of access to the Services, or reporting to law enforcement, against Users who engage in prohibited activities. Users agree to indemnify and hold Impactify harmless from any claims, damages, or losses arising from their participation in such activities.
4.2. User Responsibilities
Users are solely responsible for maintaining the confidentiality of their account information, including usernames, passwords, and any other security credentials. Users must immediately notify Impactify of any unauthorized use of their account, password, or any other breach of security. Impactify shall not be liable for any losses, damages, or other consequences resulting from the User’s failure to comply with these obligations. Users agree to hold Impactify harmless from any claims or liabilities arising from any unauthorized use of their account or failure to maintain the security of their account information.
4.3. Account Security
Users are solely responsible for securing their accounts against unauthorized access. This includes, but is not limited to, using strong passwords, enabling two-factor authentication, and regularly updating their security settings. Impactify disclaims any responsibility for unauthorized access to User accounts, and Users agree to hold Impactify harmless from any damages, losses, or other consequences resulting from such unauthorized access. Users acknowledge that Impactify may, at its sole discretion, suspend or terminate accounts that it determines to be at risk of unauthorized access.
4.4. Compliance with Laws
Users agree to comply with all applicable laws, regulations, and industry standards in their use of the Services. This includes, but is not limited to, laws related to data privacy, intellectual property, consumer protection, and other regulatory requirements. Users are solely responsible for ensuring that their use of the Services is lawful and consistent with these Terms. Impactify reserves the right to take any action it deems necessary to ensure compliance with these laws, including but not limited to, terminating access to the Services, reporting violations to regulatory authorities, and pursuing legal action.
5. Intellectual Property
5.1. Ownership
All content provided through the Services, including but not limited to text, images, software, data, and other materials, is the exclusive property of Impactify and its licensors. Users are granted a limited, non-exclusive, non-transferable license to access and use the Services for their personal or internal business purposes. This license does not grant Users any ownership rights to the content, the Services, or any intellectual property therein. Users agree that they will not assert any ownership rights in the content or the Services, and that all rights not expressly granted herein are reserved by Impactify.
5.2. License Grant
Impactify grants Users a limited, revocable, non-exclusive, non-transferable license to access and use the Services strictly for their personal or internal business purposes, as outlined in these Terms. This license is subject to the User’s full compliance with these Terms and may be terminated by Impactify at any time, without notice and without cause. Users acknowledge that any unauthorized use of the Services beyond the scope of this license is strictly prohibited and will result in the immediate termination of their license and may subject them to legal action.
Users agree not to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the content on our Services, except as follows:
Any use of the Services not expressly permitted by these Terms is a breach of this agreement and may violate copyright, trademark, and other laws.
5.3. Restrictions
Users are expressly prohibited from copying, modifying, distributing, transmitting, displaying, performing, publishing, licensing, creating derivative works from, transferring, or selling any information, software, products, or services obtained from the Services without the prior written consent of Impactify. Users may not use any "deep-link", "page-scrape", "robot", "spider", or other automatic devices, programs, algorithms, or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, or monitor any portion of the Services or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services. Impactify reserves the right to bar any such activity and may seek all legal and equitable remedies available in the event of any unauthorized use of the Services or content.
6. Software Subscription Service
6.1. Subscription Billing and Payment Authorizations
Impactify’s software subscription service is billed on a recurring basis, with payments due on the Subscription Billing Date as defined in your subscription agreement. The Subscription Service will automatically renew for successive periods equal in length to the initial subscription term unless terminated by the User or Impactify in accordance with these Terms. Users agree that no refunds will be provided for partial subscription periods, and all fees paid to Impactify are non-refundable unless explicitly stated otherwise.
Users authorize Impactify to charge their credit card, debit card, or other payment methods on file for all fees, charges, and expenses incurred in connection with the Services, including both recurring subscription charges and any one-time invoiced charges for additional services or features. Impactify is not responsible for any overdraft charges, currency conversion fees, or other charges imposed by financial institutions. It is the User's responsibility to ensure that payment information is accurate, current, and valid at all times. Failure to maintain valid payment information may result in the suspension or termination of access to the Services, at Impactify's sole discretion.
6.2. Termination
Impactify reserves the absolute and unqualified right to terminate or suspend your account and access to the Services, at its sole discretion, at any time, for any reason or no reason, without prior notice, and without liability to you. Such termination may result in the immediate forfeiture and destruction of all information, data, and content associated with your account, including but not limited to any User Content or Customer Data. Impactify shall not be liable for any damages, losses, or expenses incurred by you or any third party as a result of the termination of your access to the Services.
Users may cancel their subscription at any time by providing written notice to Impactify. cancellation will take effect as per the cancellation policy below, and no refunds will be issued for any portion of the subscription that remains unused.
6.3. Continuing Obligations
Notwithstanding the termination of your account or access to the Services, you shall remain bound by and shall comply with all provisions of these Terms that, by their nature, should survive termination, including but not limited to provisions related to intellectual property, indemnification, limitation of liability, governing law, and dispute resolution. You acknowledge that the termination of your account shall not release you from any obligations or liabilities that may have accrued prior to the date of termination, and you agree to fulfill all such obligations and liabilities in full.
6.4. Delinquent Accounts
If a User’s account becomes delinquent, Impactify reserves the right to suspend or terminate the User’s access to the Services without notice. Users acknowledge and agree that Impactify may, at its sole discretion, impose interest charges on overdue accounts at the maximum rate allowed by law, and may also recover from the User all costs of collection, including but not limited to attorneys' fees and expenses. Impactify may also report delinquent accounts to credit reporting agencies, and such reporting may have an adverse impact on the User's credit rating. Users agree to be responsible for all fees and charges incurred during the period of delinquency, and to pay any outstanding amounts immediately upon demand by Impactify. Impactify reserves all rights to pursue additional legal action to recover any unpaid amounts.
7. Cancellation Policy for Impactify Users
7.1. Overview
By subscribing to Impactify, users agree to the terms outlined in this cancellation policy. This policy details the procedures and consequences related to the cancellation of an Impactify subscription, ensuring that users are fully informed of their responsibilities and the potential outcomes of their decision to cancel. It is important that users review this policy carefully to understand their rights and obligations upon cancellation.
7.2. Account Access After Cancellation
Upon canceling your Impactify subscription, you will continue to have access to your account and its features for a period of one (1) year from the date of cancellation. During this time, you may continue to log in and view your claim whiteboards and other account data. However, certain limitations and data deletions will apply, as outlined below.
7.3. File Deletion Policy
All files associated with your Impactify account—including, but not limited to, images, videos, PDFs, and other uploaded documents—will be permanently deleted ninety (90) days after the date of cancellation. This deletion process is irreversible, and Impactify will not be able to recover any deleted files under any circumstances. It is the user's responsibility to back up any important files before this 90-day period expires.
7.4. Claim Whiteboards Retention
While files will be deleted as described above, your claim whiteboards (excluding the associated files) will remain intact and accessible for the full one-year period following cancellation. After this period, all claim whiteboards and any remaining account data will be permanently deleted and cannot be recovered.
7.5. Irretrievability of Data
Once files or account data have been deleted—either after the 90-day file deletion period or after the one-year account retention period—there will be no possibility of retrieving this data. Impactify will not be liable for any data loss that occurs as a result of this deletion process.
7.6. Reactivation and Prevention of Data Deletion
Users have the option to reactivate their Impactify subscription at any time before their files or account data are deleted. Reactivation will halt the deletion process and restore full access to the account, including all files and claim whiteboards. To prevent file deletion, users must reactivate their subscription within 90 days of cancellation. To prevent full account deletion, users must reactivate their subscription within one year of cancellation.
7.7. Notifications and Reminders
Impactify will provide a series of email notifications to remind users of impending file and account deletions. These notifications will be sent at key intervals:
These emails are an essential part of our service to ensure that users are fully informed of the status of their accounts and any actions they need to take. By subscribing to Impactify, users consent to receive these communications. These emails are not intended to harass but rather to assist users in managing their data and preventing unwanted deletion. Users cannot claim harassment based on the receipt of these necessary notifications.
7.8. Non-Admin User Responsibilities
Non-admin users who receive cancellation notifications are advised to promptly inform their account’s admin user to prevent any unwanted data loss. Non-admin users do not have the ability to reactivate the account themselves but can assist in ensuring that the admin user is aware of the necessary steps to take.
7.9. Legal Disclaimer
By agreeing to these terms and conditions, users acknowledge that they have been fully informed of the cancellation policy, including the data deletion timelines, their responsibilities, and the receipt of necessary email notifications. Impactify shall not be held liable for any data loss resulting from the cancellation of an account, the failure to back up files, the failure to reactivate a subscription within the provided time frames, or the receipt of standard account management emails.
8. Professional and Other Services
8.1. Scope of Work
Impactify may offer professional services, including but not limited to data migration, training, consulting, and other specialized services, subject to a separate scope of work agreement. This agreement will outline the specific terms, conditions, deliverables, and fees associated with the professional services. Users acknowledge and agree that any professional services provided by Impactify are governed exclusively by the terms of the scope of work agreement, and that these Terms shall apply to the extent they are not inconsistent with the scope of work agreement. Impactify reserves the right to modify the scope of professional services at any time, with or without notice to the User, and Users agree to pay all fees associated with professional services in advance unless otherwise specified in the agreement.
8.2. No Refunds
All payments made for professional services are non-refundable, regardless of the outcome or satisfaction of the services provided. Users acknowledge that they are solely responsible for ensuring that the professional services meet their needs and expectations before engaging Impactify. Impactify disclaims all warranties, express or implied, related to the professional services, including but not limited to any warranties of fitness for a particular purpose or merchantability. Users agree that Impactify shall not be liable for any damages, losses, or other consequences arising from the use or reliance on professional services, and that the sole remedy for any dissatisfaction with the services shall be to cease using them.
8.3. Limitation of Liability
Impactify's liability for professional services shall be strictly limited to the amount paid by the User for such services. Under no circumstances shall Impactify be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, data, or business interruption, arising out of or in connection with the professional services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if Impactify has been advised of the possibility of such damages. Users agree to indemnify, defend, and hold harmless Impactify and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, or expenses arising out of or in connection with the professional services.
9. Payments and Refunds
9.1. General Payment Conditions
All payments made to Impactify are non-refundable unless explicitly provided for in these Terms. Impactify reserves the right to change the required method of payment at any time, upon notice to you. You are responsible for updating your account information should the required payment method change. If you agreed to purchase a minimum number of End User subscriptions as part of registering for the Services (the “Minimum Subscription Level”), you must pay for at least that number of subscriptions during the applicable term. Additional subscriptions may be purchased at the same pricing during the term, with fees prorated for partial months, and you may make adjustments in the actual number of licenses from time to time, provided that you must always purchase a number of licenses equal to or greater than the Minimum Subscription Level. You agree that your purchases under this Agreement are neither contingent on the delivery of any future functionality or features of the Services nor dependent on any oral or written public comments made by us regarding future functionality or features.
9.2. Payment Methods
Impactify accepts the following payment methods: credit cards and debit cards. By providing payment information, you authorize Impactify to charge the provided payment method for all fees, charges, and expenses incurred in connection with the Services, including recurring subscription charges and any one-time invoiced charges. It is your responsibility to maintain valid and up-to-date payment information on file with Impactify to avoid disruptions in service.
9.3. Authorization for Recurring Payments
By subscribing to Impactify's Services, you authorize Impactify to charge your credit card or debit card on file for all recurring fees and charges associated with the subscription, including renewals and any additional services added during the subscription period. You must cancel your subscription before the renewal date to avoid charges for the next subscription period. Failure to cancel the subscription before the renewal date will result in the charge for the next subscription period, and no refunds will be issued for such charges.
9.4. Setup Fees and Additional Charges
In addition to subscription fees, Impactify may charge setup fees or other applicable fees for services such as installation, customization, training, other professional services, and storage exceeding plan limits. These fees will often be billed separately with your authorization and are subject to change. Storage fees will be assessed after plan limits are exceeded and are subject to change as determined by Impactify. Impactify will provide notice of any applicable fees before commencing the associated services. You agree to pay all setup fees and additional charges as invoiced and acknowledge that these fees are non-refundable unless explicitly stated otherwise in your agreement with Impactify.
9.5. Invoice-Based Payments
For services that are invoiced, Users agree to pay all invoices issued by Impactify within the specified payment terms outlined on the invoice. Impactify reserves the right to impose late fees, interest charges, and other penalties for overdue invoices. Users acknowledge that failure to pay invoiced charges on time may result in the suspension or termination of access to the Services, and Impactify may take legal action to recover any unpaid amounts, including but not limited to reporting delinquent accounts to credit agencies and engaging collection agencies or legal representatives.
9.6. Price Changes
Impactify reserves the absolute right to determine and change pricing for its Services at any time, without notice, and at its sole discretion. Users agree to pay all fees and charges at the rates in effect when incurred, regardless of whether they have been notified of any changes in pricing. Impactify may offer promotional pricing or discounts to new or existing Users, but such offers are at the sole discretion of Impactify and may be revoked or modified at any time. Promotional pricing or discounts will not apply to existing Users unless explicitly stated in writing by Impactify. Users agree that they are not entitled to any refund, credit, or adjustment for any promotional pricing or discounts that are offered after their purchase.
10. Data Retention
10.1. Retention Policy
Impactify will retain all data provided by Users, including but not limited to personal information, usage data, and any other data generated or uploaded by Users, for as long as Impactify deems necessary for its business purposes, including but not limited to compliance with legal obligations, dispute resolution, and the enforcement of these Terms. Impactify reserves the absolute right to determine the duration of data retention and to retain data indefinitely, regardless of the termination of the User's account.
10.2. No Obligation to Delete
Users acknowledge and agree that Impactify is under no obligation to delete, anonymize, or otherwise alter any data upon a User's request, unless explicitly required by applicable law. Even in the event of account termination, Users consent to the continued retention, use, and disclosure of their data by Impactify, as necessary to protect its interests, resolve disputes, and comply with legal obligations. Users waive any claims against Impactify related to the retention of their data beyond account termination.
10.3. Data Retrieval
Impactify may, at its sole discretion, provide Users with limited access to retrieve their data upon termination of their account. However, Impactify is under no obligation to do so and may impose conditions or fees for such retrieval. Impactify disclaims any responsibility for data loss during the retrieval process and reserves the right to deny retrieval requests that it deems burdensome, inappropriate, or in conflict with its policies or legal obligations.
10.4. Backup and Security
While Impactify implements security measures to safeguard stored data, Users acknowledge that no method of storage is completely secure. Impactify does not guarantee the security of any data and disclaims liability for any unauthorized access, data breaches, or losses. Users are responsible for maintaining their own backups of any data they consider valuable. Impactify may, but is not required to, maintain backups of data for its own purposes, and these backups may be used or destroyed at Impactify's discretion.
11. Data Usage and Sharing
11.1. Data Usage
Impactify reserves the right to use all data provided by Users for its internal purposes, including but not limited to improving its services, developing new features, conducting research, and analyzing trends. Users grant Impactify an irrevocable, perpetual, worldwide license to use their data for any lawful purpose, including but not limited to marketing, advertising, and promotional activities. Users waive any rights to compensation or recognition for the use of their data by Impactify.
11.2. Data Sharing with Third Parties
Impactify may share User data with third parties, including but not limited to service providers, business partners, and affiliates, for purposes such as service delivery, analytics, marketing, and legal compliance. Impactify is not responsible for the actions of third parties who may receive User data. Users acknowledge and agree that their data may be transferred to and processed by third parties in jurisdictions with different data protection laws, and they consent to such transfers.
11.3. Data Aggregation and Anonymization
Impactify reserves the right to aggregate and anonymize User data for any purpose, including but not limited to research, analytics, and product development. Once data is aggregated or anonymized, it is no longer considered personal data and is not subject to any restrictions or obligations regarding its use or disclosure. Users agree that Impactify may use and disclose aggregated or anonymized data without limitation.
11.4. Legal Disclosures
Impactify may disclose User data to law enforcement, regulatory agencies, or other governmental bodies as required by law or in response to a legal process. Impactify may also disclose User data to protect its rights, property, or safety, or that of its Users or others. Users agree that Impactify shall not be liable for any damages or losses resulting from such disclosures.
12. Service Interruptions
12.1. No Guarantee of Availability
Impactify makes no guarantees regarding the availability, reliability, or performance of the Services. Users acknowledge that the Services may be interrupted, suspended, or terminated at any time, with or without notice, for any reason, including but not limited to maintenance, upgrades, security incidents, or technical issues. Impactify shall not be liable for any damages or losses resulting from such interruptions, and Users agree to hold Impactify harmless from any claims related to service availability.
12.2. Scheduled Maintenance
Impactify may perform scheduled maintenance on the Services, which may result in temporary service interruptions. Impactify will make reasonable efforts to provide advance notice of scheduled maintenance, but Users acknowledge that Impactify is under no obligation to do so. Users agree that Impactify shall not be liable for any damages or losses resulting from scheduled maintenance.
12.3. Unscheduled Downtime
In the event of unscheduled downtime, Impactify will make reasonable efforts to restore service as quickly as possible. However, Users acknowledge that Impactify is not responsible for any delays or failures in restoring service and that Impactify shall not be liable for any damages or losses resulting from unscheduled downtime.
12.4. Emergency Situations
Impactify reserves the right to suspend or terminate the Services in response to emergencies, including but not limited to security breaches, natural disasters, or other events beyond Impactify's control. Users agree that Impactify shall not be liable for any damages or losses resulting from such suspensions or terminations, and that Users are solely responsible for maintaining backup copies of their data and ensuring continuity of their operations in the event of service interruptions.
13. Intellectual Property Protection
13.1. Enforcement of Rights
Impactify reserves the right to enforce its intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, through all available legal means. Users acknowledge that any unauthorized use of Impactify's intellectual property may result in legal action, including but not limited to claims for damages, injunctions, and criminal prosecution. Users agree to indemnify and hold Impactify harmless from any claims arising from their violation of Impactify's intellectual property rights.
13.2. User Content Ownership
Users retain ownership of any content they create and upload to the Services. However, by uploading content, Users grant Impactify a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, distribute, modify, and display their content for any purpose, including but not limited to service operation, marketing, and research. Users waive any claims against Impactify related to the use of their content and agree to indemnify Impactify from any claims arising from third-party content posted by Users.
13.3. Copyright Infringement
Impactify respects the intellectual property rights of others and expects Users to do the same. Users are prohibited from uploading, posting, or transmitting any content that infringes on the copyrights or other intellectual property rights of third parties. Impactify reserves the right to remove infringing content and terminate the accounts of repeat infringers. Users agree to indemnify Impactify from any claims arising from copyright infringement or other intellectual property violations.
13.4. Trademarks and Branding
Users are prohibited from using Impactify's trademarks, logos, or branding without prior written permission from Impactify. Any unauthorized use of Impactify's trademarks or branding may result in legal action, including but not limited to claims for damages and injunctive relief. Users agree to indemnify and hold Impactify harmless from any claims arising from unauthorized use of Impactify's trademarks or branding.
14. Indemnification
14.1. Comprehensive Indemnification Obligations of Users
Users unconditionally agree to indemnify, defend, and hold harmless Impactify, its affiliates, subsidiaries, and their respective officers, directors, employees, agents, representatives, successors, and assigns (collectively, "Impactify Indemnitees") from and against any and all claims, demands, causes of action, damages, losses, liabilities, costs, expenses, judgments, fines, and fees (including, but not limited to, attorneys' fees and court costs), of any kind and nature, whether in law or equity, arising out of, relating to, or in connection with:
(a) Your access to, use of, or reliance upon the Services; (b) Your breach, violation, or alleged breach or violation of any provision of these Terms; (c) Your violation or alleged violation of any rights of any third party, including but not limited to any intellectual property, publicity, confidentiality, privacy, or other proprietary rights; (d) Any claim, suit, or action brought by a third party against any of the Impactify Indemnitees arising out of, relating to, or in connection with your use of the Services, including any harm, damages, or losses caused by your conduct; and (e) Any misrepresentation made by you or breach of any representation or warranty by you under these Terms.
The User's indemnification obligations under this section shall be construed as broadly as possible to cover any and all potential legal risks and exposures to Impactify.
14.2. Procedures for Exercising Indemnification Rights
Impactify reserves the exclusive right, at its own discretion and expense, to assume the complete and exclusive defense and control of any matter subject to indemnification by the User, including the right to select and retain legal counsel of its choice. The User agrees to fully cooperate with Impactify in the defense of any such matter and shall provide Impactify with prompt notice of any claim or demand subject to indemnification hereunder. The User further agrees not to settle or compromise any claim, demand, or action without Impactify's prior written consent, which may be withheld, conditioned, or delayed at Impactify's sole discretion. The assumption of the defense by Impactify shall in no way diminish, impair, or otherwise affect the User's indemnification obligations as set forth herein.
14.3. Scope and Duration of Indemnification Obligations
The indemnification obligations under this section shall apply to any and all damages, losses, costs, and expenses (including but not limited to attorneys' fees, court costs, and any settlement amounts) incurred in connection with any claim or demand arising out of, related to, or connected with the User's breach of these Terms, or the User's access to or use of the Services. These indemnification obligations shall survive the expiration or termination of these Terms and shall remain in full force and effect regardless of any cessation of the User's use of the Services. Users acknowledge that the indemnification obligations set forth in this section are intended to provide the broadest protection to Impactify under applicable law, and any ambiguity shall be construed in favor of such protection.
14.4. Limitations on Indemnification Obligations
Notwithstanding the foregoing, the indemnification obligations set forth in this section shall not apply to the extent that any claims, damages, or losses arise solely from the gross negligence or willful misconduct of Impactify. In such cases, Impactify's liability shall be limited as expressly provided in these Terms, and Users shall not be required to indemnify Impactify for such claims or losses. However, the burden of proving gross negligence or willful misconduct by Impactify shall rest solely with the User, and the User's indemnification obligations shall remain in effect until such burden is satisfactorily met in a court of competent jurisdiction.
14.5. Indemnification for Third-Party Claims
In the event that any third-party claim is brought against Impactify or any Impactify Indemnitee arising out of or relating to your use of the Services, including but not limited to claims related to intellectual property infringement, defamation, or privacy violations, you agree to indemnify, defend, and hold harmless Impactify and the Impactify Indemnitees from and against any and all damages, losses, and expenses of any kind (including reasonable legal fees and costs) incurred in connection with such claims. You acknowledge that any settlement or resolution of a third-party claim will be subject to Impactify's prior written approval, and you shall not settle or otherwise resolve any third-party claim without obtaining such approval, which may be withheld at Impactify's sole discretion.
14.6. Impactify’s Right to Seek Indemnification
In addition to any other remedies available to Impactify under these Terms, at law, or in equity, Impactify reserves the right to require Users to indemnify, defend, and hold harmless Impactify and the Impactify Indemnitees for any actions, claims, damages, losses, or expenses that Impactify, in its sole discretion, deems necessary to protect its rights, property, or interests. This may include, but is not limited to, requiring Users to indemnify Impactify for any legal fees, damages, or other costs incurred in defending against claims, actions, or proceedings brought against Impactify as a direct or indirect result of the User's use of the Services.
15. Limitation of Liability
15.1. Comprehensive Limitation on Liability
To the fullest extent permitted by applicable law, under no circumstances shall Impactify, its affiliates, subsidiaries, parent companies, or their respective officers, directors, employees, agents, contractors, licensors, suppliers, or any other representatives (collectively, the "Impactify Entities") be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of business opportunities, loss of goodwill, loss of data, business interruption, or any other intangible losses, arising out of or relating to these Terms, the Services, any conduct, act, omission, or negligence on the part of Impactify or any other party, or any content, materials, or information provided through the Services, even if Impactify has been advised of the possibility of such damages. This limitation applies regardless of the legal theory under which such damages are sought, whether in contract, tort (including negligence and strict liability), or any other theory of liability.
15.2. Absolute Cap on Liability
In addition to and without limiting the foregoing, in no event shall the total aggregate liability of the Impactify Entities to you for all claims, actions, demands, losses, liabilities, damages, costs, and expenses of any kind, arising out of or related to these Terms, the Services, or any use or inability to use the Services, exceed the greater of (a) the total amount you have paid to Impactify for access to and use of the Services in the twelve (12) months immediately preceding the date on which the claim or action giving rise to such liability arose, or (b) one hundred U.S. dollars (USD $100). This limitation shall apply regardless of the number of claims, whether such claims are related or unrelated, and irrespective of the form in which such claims may be brought.
15.3. No Liability for Certain Actions or Omissions
Impactify shall not be liable for any loss, damage, or liability arising from:
(a) Any unauthorized access to or use of the Services, your account, or any information or data stored therein; (b) Any interruption, suspension, discontinuation, or delay of the Services; (c) Any bugs, viruses, Trojan horses, malware, or the like that may be transmitted to or through the Services by any third party; (d) Any errors, inaccuracies, or omissions in the Services or any content provided through the Services; (e) Any defamatory, offensive, or illegal conduct of any third party using the Services; or (f) Any loss, damage, or liability arising from your reliance on or use of the Services, including but not limited to decisions made or actions taken based on information obtained through the Services.
15.4. Exclusions and Limitations Under Law
Some jurisdictions may not permit the exclusion or limitation of certain types of damages, including but not limited to consequential or incidental damages, so the limitations set forth in this section may not apply to you. In such jurisdictions, the liability of the Impactify Entities shall be limited to the fullest extent permitted by applicable law. Nothing in these Terms is intended to limit or exclude any liability that cannot be lawfully limited or excluded under applicable law, and any limitations or exclusions set forth in these Terms shall be modified solely to the extent necessary to comply with such applicable law.
15.5. Acknowledgment of Risk Allocation
You acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth in these Terms represent a fair and reasonable allocation of risk between you and Impactify, considering the nature of the Services and the potential risks involved. You further acknowledge that these limitations are an essential basis of the bargain between you and Impactify, without which Impactify would not have been able to make the Services available to you on the same terms, if at all.
15.6. No Warranties or Representations
The Services are provided on an "as is," "where is," and "as available" basis, without any representations or warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty arising from a course of dealing, performance, or trade usage. Impactify makes no warranty that the Services will meet your requirements, that the Services will be uninterrupted, timely, secure, or error-free, or that any defects or errors in the Services will be corrected. Impactify does not warrant that the information obtained through the Services will be accurate, reliable, complete, or up-to-date.
15.7. Sole Responsibility of User
You agree that your use of the Services is entirely at your own risk. You are solely responsible for any and all consequences arising from your use of the Services, including but not limited to any damage to your computer system, mobile device, or any other hardware or software, or any loss of data resulting from the download, installation, or use of any materials, software, or content provided through the Services. Impactify shall have no liability for any damages or losses arising from your reliance on or use of any content, materials, or information provided through the Services.
15.8. Limitation on Remedies
The remedies provided to you under these Terms are exclusive and are limited to those expressly provided herein. You agree that your sole and exclusive remedy for any dispute, dissatisfaction, or claim related to the Services or these Terms is to discontinue your use of the Services. You further agree that any legal action or proceeding against Impactify arising out of or relating to these Terms or the Services must be brought within one (1) year of the date on which the cause of action accrued, and failure to do so shall result in the permanent and irrevocable bar of such action or proceeding.
16. Disclaimer of Warranties
16.1. No Warranties of Any Kind
Impactify provides the Services on an "as is," "where is," and "as available" basis, without any form of warranty, express, implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty arising from a course of dealing, performance, or trade usage. Impactify expressly disclaims any and all representations and warranties of any kind, whether express or implied, regarding the operation of the Services, the accuracy, reliability, completeness, or timeliness of the content or materials provided through the Services, or the results that may be obtained from using the Services. You acknowledge that no advice or information, whether oral or written, obtained by you from Impactify or through the Services, shall create any warranty not expressly stated herein.
16.2. No Guarantee of Results or Performance
Impactify does not warrant or guarantee that the Services will meet your requirements or expectations, that the Services will be uninterrupted, timely, secure, or error-free, or that any defects in the Services will be corrected. Impactify further disclaims any responsibility for the accuracy, reliability, availability, or completeness of the Services, including any content, data, or information provided therein. You acknowledge and agree that your use of the Services is entirely at your own risk, and that Impactify makes no warranty or representation regarding the suitability, reliability, or availability of the Services for any purpose.
16.3. Limitation on Warranties Related to Third-Party Content
Impactify makes no warranty, express or implied, regarding any third-party content, services, or products accessible through the Services, including but not limited to any content, services, or products provided by third-party websites, advertisers, or other users. Impactify does not endorse, guarantee, or assume responsibility for the accuracy, reliability, availability, or legality of any third-party content, services, or products, and shall not be liable for any damages or losses arising from your reliance on or use of such third-party content, services, or products. You acknowledge that any reliance on or use of third-party content, services, or products is at your own risk, and you hereby release Impactify from any and all liability related thereto.
16.4. No Responsibility for User Conduct
Impactify shall have no liability or responsibility for any actions or conduct of any users of the Services, including but not limited to any content, information, or materials provided by users, any interactions or transactions between users, or any disputes arising from such interactions or transactions. Impactify does not control, endorse, or assume responsibility for the behavior of users or for the content, information, or materials provided by users, and disclaims any and all liability related thereto. You acknowledge that your interactions and transactions with other users are solely your responsibility and that Impactify shall not be liable for any damages or losses arising from such interactions or transactions.
16.5. No Warranty for Data Security or Privacy
Impactify makes no warranty or representation that the Services will be free of viruses, malware, or other harmful components, or that the security measures implemented by Impactify will prevent unauthorized access to or use of your data or account. Impactify shall not be liable for any unauthorized access to or use of your account, data, or other information, and you agree to assume all risks associated with the security and privacy of your data and account. You acknowledge that no method of data transmission or storage is completely secure, and that Impactify does not guarantee the security of your data or account.
16.6. Disclaimer of Liability for Informational Content
Any content, information, or materials provided through the Services are for informational purposes only and should not be construed as professional, legal, financial, or other advice. Impactify disclaims any responsibility or liability for any decisions made or actions taken based on the content, information, or materials provided through the Services, and you acknowledge that you are solely responsible for any such decisions or actions. You agree to consult with appropriate professionals before making any decisions or taking any actions based on the content, information, or materials provided through the Services.
17. Force Majeure
17.1. Definition of Force Majeure
Impactify shall not be liable or responsible for any failure or delay in performing its obligations under these Terms if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor strikes, governmental actions, pandemics, power outages, telecommunications failures, or any other events of force majeure. Such events shall excuse Impactify from performance of its obligations under these Terms for the duration of the event.
17.2. Suspension of Obligations
In the event of a force majeure event, Impactify's obligations under these Terms shall be suspended for the duration of the event. Impactify shall make reasonable efforts to mitigate the impact of the force majeure event and to resume performance of its obligations as soon as reasonably practicable. You agree that any delay or failure to perform due to a force majeure event shall not constitute a breach of these Terms, and you waive any claims against Impactify arising from or related to the force majeure event.
17.3. No Liability for Force Majeure Events
During the occurrence of a force majeure event, Impactify shall not be liable for any damages, losses, or expenses arising from the delay or failure to perform its obligations under these Terms. You acknowledge that Impactify shall have no obligation to provide refunds, credits, or other compensation for any disruption or unavailability of the Services caused by a force majeure event, and you agree to hold Impactify harmless from any claims related thereto.
17.4. Notification of Force Majeure Event
Impactify shall provide notice to Users of the occurrence of a force majeure event as soon as reasonably practicable. The notice shall include details of the event, the expected duration of the suspension of Impactify's obligations, and any measures being taken to mitigate the impact of the event. You agree to cooperate with Impactify during the occurrence of a force majeure event and to comply with any reasonable requests or instructions provided by Impactify in response to the event.
17.5. Termination Rights in Force Majeure
If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Services by providing written notice to the other party. In the event of such termination, Impactify shall refund any prepaid fees for Services not rendered due to the force majeure event, minus any costs or expenses incurred by Impactify in connection with the event. Termination under this section shall not affect any other rights or remedies available to either party under these Terms or applicable law.
18. Governing Law and Jurisdiction
18.1. Choice of Governing Law
These Terms, and any disputes arising out of or relating to these Terms, the Services, or any other matter related to the relationship between you and Impactify, shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of law principles. You agree that the Uniform Computer Information Transactions Act (UCITA) and any other similar legislation shall not apply to these Terms or your use of the Services. You further agree that any legal principles that would require the application of the law of another jurisdiction shall be excluded.
18.2. Exclusive Jurisdiction and Venue
Any legal action, suit, or proceeding arising out of or relating to these Terms, the Services, or any other matter related to the relationship between you and Impactify shall be instituted exclusively in the state or federal courts located in [Insert County, State]. You irrevocably submit to the personal jurisdiction of these courts for the purpose of litigating any such action, suit, or proceeding, and you waive any objections to the jurisdiction or venue of such courts, including any objections based on forum non conveniens or any other similar doctrine.
18.3. Waiver of Jury Trial
To the fullest extent permitted by law, you knowingly, voluntarily, and intentionally waive your right to a trial by jury in any legal proceeding arising out of or relating to these Terms, the Services, or any other matter related to the relationship between you and Impactify. You acknowledge that this waiver is a material inducement for Impactify to enter into these Terms and to provide the Services to you.
18.4. Severability of Provisions
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to reflect the parties' intention as closely as possible, and the remaining provisions of these Terms shall remain in full force and effect. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms.
18.5. Limitation on Claims and Actions
You agree that any claim, action, or proceeding arising out of or relating to these Terms, the Services, or any other matter related to the relationship between you and Impactify must be commenced within one (1) year after the cause of action accrues, or such claim, action, or proceeding shall be permanently barred. This limitation period applies regardless of the legal theory on which the claim is based, and whether the claim, action, or proceeding is brought in arbitration, in court, or in any other forum.
18.6. Continued Enforcement of Rights and Obligations
Notwithstanding the termination or expiration of these Terms, any provisions that by their nature should survive such termination or expiration shall continue to apply, including but not limited to provisions related to indemnification, limitation of liability, disclaimer of warranties, and governing law. The termination or expiration of these Terms shall not affect the continued enforceability of any other rights or obligations under these Terms, which shall remain in full force and effect.
19. Miscellaneous Provisions
19.1. Assignment and Transfer of Rights
Impactify reserves the right to assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, to any third party at any time without notice to or consent from Users. Users acknowledge and agree that any such assignment or transfer may result in the transfer of their data and account information to a third party. Users are prohibited from assigning, transferring, or delegating their rights and obligations under these Terms without the prior written consent of Impactify, and any attempt to do so shall be null and void.
19.2. Entire Agreement and Supersession
These Terms, together with any additional terms, conditions, or policies incorporated by reference herein, constitute the entire agreement between you and Impactify concerning the subject matter hereof. These Terms supersede all prior or contemporaneous communications, agreements, or understandings, whether written or oral, between you and Impactify concerning the Services. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both you and an authorized representative of Impactify.
19.3. No Waiver of Rights
The failure of Impactify to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision, nor shall it operate as a waiver of any subsequent breach of the same or any other provision. Impactify’s waiver of any right or provision under these Terms shall not be effective unless in writing and signed by an authorized representative of Impactify. The waiver of any right or provision under these Terms on one occasion shall not constitute a waiver of such right or provision on any future occasion.
19.4. Interpretation and Headings
The headings in these Terms are for convenience only and shall not affect the meaning or interpretation of any provisions herein. The terms "including," "such as," "for example," and similar terms shall be construed as illustrative and not limiting. Any ambiguity in these Terms shall not be construed against the drafting party.
19.5. Notices and Communications
All notices, requests, demands, or other communications required or permitted under these Terms must be in writing and shall be deemed to have been duly given when delivered by hand, by certified mail, by reputable overnight courier, or by email to the recipient's last known address. Notices to Impactify shall be addressed to:
Impactify App LLC
Attn: Legal
1712 Langley Ave
Irvine, CA, 92614
Notices to Users may be sent to the email address associated with their account or any other address provided by the User. Notices will be deemed received on the date of delivery if delivered by hand or certified mail, or on the date confirmed by the courier if delivered by overnight courier. Notices sent by email will be deemed received when the email is sent, provided no bounce-back or similar error message is received.
19.6. Severability of Provisions
If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to render it valid, legal, and enforceable. If no such modification is possible, the invalid, illegal, or unenforceable provision shall be severed, and the remaining provisions of these Terms shall remain in full force and effect.
19.7. Relationship of the Parties
Nothing in these Terms shall be construed to create any partnership, joint venture, agency, or employment relationship between you and Impactify. You and Impactify are independent contractors, and neither party shall have the authority to bind or obligate the other in any way without the express written consent of the other party.
20. Arbitration Agreement
20.1. Agreement to Arbitrate Disputes
You and Impactify agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, or any related matter shall be resolved exclusively through binding arbitration. This agreement to arbitrate includes, but is not limited to, disputes arising out of or relating to the interpretation, validity, enforceability, or breach of these Terms, as well as any claims under federal, state, or local laws, regulations, or ordinances. The arbitration shall be conducted in Orange, CA, in accordance with the rules of the American Arbitration Association ("AAA"), and the arbitrator's decision shall be final and binding on all parties.
20.2. Scope and Conduct of Arbitration
The arbitration shall cover all disputes between you and Impactify, including but not limited to disputes related to the Services, these Terms, and any related agreements or policies. The arbitrator shall have the authority to award any form of relief that would be available in a court of law, including but not limited to damages, injunctive relief, and attorneys' fees. The arbitration shall be conducted in a confidential manner, and neither party shall disclose the existence, content, or results of the arbitration without the prior written consent of the other party, except as required by law.
20.3. Class Action Waiver
You and Impactify agree that any arbitration shall be conducted solely on an individual basis and not as a class action, collective action, or other representative action. You expressly waive your right to file a class action or seek relief on a class-wide basis. The arbitrator shall have no authority to consolidate claims or to conduct arbitration on a class or representative basis.
20.4. Opt-Out of Arbitration Agreement
You may opt out of this arbitration agreement by sending a written notice to Impactify within thirty (30) days of first accepting these Terms. The opt-out notice must include your full name, address, and the email address associated with your account, along with a clear statement that you wish to opt out of the arbitration agreement. If you opt out of the arbitration agreement, any disputes between you and Impactify shall be resolved in accordance with the governing law and jurisdiction provisions of these Terms.
20.5. Arbitration Fees and Costs
The costs associated with the arbitration process, including administrative fees and the arbitrator's fees, shall be divided equally between the parties unless otherwise stipulated by the arbitrator’s ruling or AAA rules. Both parties will bear their own legal fees and other expenses related to the arbitration, except where the arbitrator rules that a claim was frivolous or brought in bad faith. In such cases, the offending party shall reimburse the other for any and all legal fees and costs incurred in defending against the claim. Additionally, if the arbitrator determines that the claims or defenses were asserted in bad faith or for purposes of harassment, the arbitrator is authorized to award attorneys' fees and costs to the prevailing party. Impactify reserves the right to seek full reimbursement for all costs associated with defending itself in any arbitration proceeding if it is found that the opposing party's claims are without merit or initiated with malicious intent.
20.6. Confidentiality of Arbitration
The arbitration proceedings, including any and all documents, evidence, and information exchanged during the arbitration, as well as the final award, shall remain strictly confidential. Neither party shall disclose any information about the arbitration to any third party without the prior written consent of the other party, except as required by law. Any breach of this confidentiality provision by the User will result in significant legal consequences, including but not limited to immediate legal action by Impactify for damages, injunctive relief, and any other remedies available under the law. Impactify reserves the right to seek punitive damages, attorneys’ fees, and any other costs incurred as a result of such a breach.
20.7. Binding Nature of Arbitration Award
The arbitrator’s award shall be final and binding on both parties and may be entered and enforced as a judgment in any court of competent jurisdiction. The parties agree that the arbitrator shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this agreement is void or voidable. The parties also agree that the arbitrator shall have no authority to award any damages, remedies, or relief that would not have been available had the matter been heard in a court of law.
20.8. Survival of Arbitration Agreement
The provisions of this arbitration agreement shall survive the termination of your relationship with Impactify, the termination or expiration of these Terms, and the cessation of use of the Services. This agreement to arbitrate shall continue to apply even after you have ceased using the Services and even if you have opted out of the arbitration agreement, as long as the opt-out was not within the required thirty (30) day period after first accepting these Terms.
20.9. Right to Seek Injunction
Notwithstanding the foregoing, Impactify reserves the right to seek an injunction or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or any other rights or interests that may be subject to irreparable harm or that cannot be adequately remedied through arbitration. This right to seek injunctive relief does not affect the parties' obligation to arbitrate all other disputes as provided in this section.
20.10. Enforcement of Arbitration Award
If a party fails to comply with the arbitrator’s award, the other party may seek to enforce the award in any court of competent jurisdiction. The party seeking enforcement shall be entitled to recover its costs and expenses incurred in enforcing the award, including attorneys' fees, from the non-compliant party. Additionally, the non-compliant party shall be liable for any damages, penalties, or other liabilities resulting from its failure to comply with the award, as determined by the enforcing court.
21. AI and Third-Party Service Integration
21.1. Use of OpenAI Services
Impactify integrates artificial intelligence (AI) services provided by OpenAI within its platform to enhance the functionality of its Services, including but not limited to, providing recommendations, generating content, automating tasks, and other AI-driven features. By using the Impactify platform, you acknowledge and agree that OpenAI’s AI models and services are utilized within the Impactify Services.
21.2. Acceptance of OpenAI Terms
By agreeing to these Terms, you also agree to comply with OpenAI’s Terms of Service, Privacy Policy, and any other policies or guidelines that may apply to your use of AI-powered features on the Impactify platform. You understand that your use of OpenAI’s services through Impactify is subject to OpenAI’s terms, which may be updated from time to time, and it is your responsibility to review and adhere to these terms.
21.3. Transparency and User Consent
Impactify is committed to transparency regarding the use of AI technologies within its platform. By using Impactify’s AI-powered features, you consent to the collection, processing, and storage of data by OpenAI as necessary for the provision of these AI services. You acknowledge that OpenAI may process your data in accordance with its Privacy Policy, and you consent to such processing.
21.4. Liability and Indemnification
Impactify shall not be held liable for any actions, decisions, or outcomes resulting from the use of AI services provided by OpenAI within the Impactify platform. Users agree to indemnify and hold harmless Impactify, OpenAI, and their respective affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses arising out of or in connection with your use of AI-powered features, including but not limited to, any reliance on AI-generated content or recommendations.
21.5. Limitations and Disclaimers
AI services provided by OpenAI within the Impactify platform are intended to assist Users in various tasks but are not a substitute for professional judgment or advice. Users are solely responsible for verifying the accuracy and appropriateness of any AI-generated content or recommendations before relying on them. Impactify makes no warranties or representations regarding the accuracy, completeness, or reliability of AI-generated content and disclaims any liability for errors or omissions in such content.
21.6. Updates to AI Services
Impactify reserves the right to modify, suspend, or discontinue the use of OpenAI services within its platform at any time, with or without notice to Users. Impactify shall not be liable for any damages or losses resulting from any changes to or discontinuation of AI-powered features.
22. Consent to Electronic Communications
22.1. Consent to Electronic Communications
By using the Services, you consent to receive certain electronic communications from Impactify as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
22.2. Calls and Text Messages
By entering into this Agreement, you agree to receive calls and text (SMS) messages from Impactify and persons acting on our behalf to the telephone number you provided to us. You understand and agree that these calls and text messages may be made using an autodialer, artificial or prerecorded voice, or other automated technology. These communications may include operational communications concerning your account, communications regarding the Service, and marketing communications. Standard text messaging rates will apply. Your agreement to receive promotional calls and texts is not a condition of any purchase or use of the Services. In addition, any call or SMS services you utilize for your own clients, manual or automated are at your own risk. Impactify and Impactify App LLC will not be responsible for any of your team's communications or use of services.
22.3. Push Notifications and Emails
When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page. We may also send you emails concerning our products and services, as well as those of third parties. In addition, notification or email services you utilize for your own clients, manual or automated are at your own risk. Impactify and Impactify App LLC will not be responsible for any of your team's communications or use of services.
22.4. Opt-Out Options
If you wish to opt out of commercial emails from Impactify, you can unsubscribe by following the unsubscribe options in the email itself. If you wish to opt out of marketing calls and text messages from Impactify, you can email support@impactify.io or text the word “STOP” to the number from which you are receiving the messages. If you wish to opt out of all calls and text messages from Impactify, you can email support@impactify.io or text the word “STOPALL” to the number from which you are receiving the messages. However, you acknowledge that opting out of receiving all messages may impact your use of the Service. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request.
23. Notice to California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding the use of the Service.
24. Use Within the United States; Export Control
24.1. Intended Use Within the United States
The Services provided by Impactify, including any software, applications, and related content, are intended solely for use within the United States. Impactify makes no representation that the Services are appropriate or available for use outside of the United States. Accessing the Services from outside the United States is strictly prohibited, and individuals who choose to access the Services from other locations do so at their own risk and are fully responsible for compliance with local laws, if applicable.
24.2. Export Control Compliance
The software and any accompanying data or technology provided in connection with the Services are subject to United States export control laws and regulations. The software may not be downloaded, used, or exported in violation of U.S. export laws. This includes, but is not limited to, export or re-export to any country or region that is subject to U.S. embargoes or sanctions, including Iran, Syria, Cuba, Sudan, and North Korea. Additionally, you certify that you are not on any U.S. government list of prohibited or restricted parties, such as the Treasury Department’s List of Specially Designated Nationals or the Commerce Department’s List of Denied Persons or Entity List.
24.3. Prohibited Uses
You agree not to use the software or Services for any purpose that would violate U.S. export laws, including, but not limited to, any activities related to nuclear, chemical, or biological weapons, missile technology, or other activities deemed sensitive by the U.S. government. Any attempt to access or use the Services outside of the United States, or for purposes that violate U.S. export control regulations, will result in the immediate termination of your access to the Services and may subject you to legal penalties.
25. Restrictions
You must comply with all applicable laws, including privacy laws, when using the Services. Specifically, you are responsible for ensuring that all SMS/text messages sent through the Services are sent with the recipients’ valid consent and include prescribed information and effective unsubscribe mechanisms as required by law. Unless expressly permitted by applicable law or authorized by us in writing, you agree that you will not, and will not permit anyone else to:
(a) Use the Services for any illegal purpose or in violation of any local, state, national, or international law; (b) Harass, threaten, demean, embarrass, or otherwise harm any other user of the Services, including any member of our team; (c) Violate, encourage others to violate, or provide instructions on how to violate any rights of a third party, including by infringing or misappropriating any third-party intellectual property right; (d) Use the Services in violation of any advertising and marketing laws such as CAN-SPAM, the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, or any other relevant regulations, including those related to (i) permitted calling times; (ii) customer consent to be contacted by telephone and/or text messages (including opt-in/opt-out consent where applicable and do not call lists); (iii) the required content of text messages and requirements for promptly implementing unsubscribe requests; (iv) any registration requirements relating to do not call lists; and (v) any notices that need to be given to potential customers during telephone calls; (e) Import or transfer to the Services any data that is sensitive financial information (including credit card numbers), health information, medical information, pharmaceutical information, information regarding children under 13 years of age, or other sensitive or regulated information (e.g., Social Security Numbers); (f) Access, search, or otherwise use any portion of the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Impactify; (g) Interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; (h) Interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services; (i) Perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth; (j) Sell or otherwise transfer the access granted under this Agreement or any Materials or any right or ability to view, access, or use any Materials; or (k) Attempt to do any of the acts described in this Section 25 or assist or permit any person in engaging in any of the acts described in this Section 25.
Furthermore, you may not use our Services to further the goals of an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could reasonably be perceived as advocating, encouraging, or sponsoring hateful content or a threat of physical harm.
26. Entire Agreement
This Agreement, along with any Product-Specific Terms appended hereto, constitutes the final and complete agreement between you and Impactify regarding your use of the Service. This Agreement supersedes, and its terms govern, all prior or contemporaneous oral and written communications regarding these matters, all of which are merged into this Agreement. However, to the extent that any other written agreement between you and Impactify directly conflicts with the subject matter of these terms, such other agreement shall control. No employee, agent, or other representative of Impactify has the authority to bind Impactify with respect to any statement, representation, warranty, or other expression unless specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Impactify will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by you in any receipt, acceptance, confirmation, correspondence, or otherwise unless Impactify specifically agrees to such provision in writing and signed by an authorized agent of Impactify.
Unless otherwise agreed by Impactify, we are under no obligation to provide support for the Service. In instances where support is offered, it will be subject to our published policies. To resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact us at: support@impactifyapp.com
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