Terms of Service

Kalyca Zarich LLC dba highMpact Terms of Service

Last Updated: February 2025

1. Introduction

These Terms of Service (the "Terms") govern your access to and use of the highMpact platform (the "Platform"), a software-as-a-service (SaaS) platform provided by Kalyca Zarich LLC, a limited liability company organized and existing under the laws of the State of Arizona, d/b/a highMpact ("Kalyca Zarich LLC," "we," "us," or "our"). These Terms, (collectively, the "Agreement"), constitute a binding legal agreement between you (or the business entity you represent, "you" or "your") and Kalyca Zarich LLC. By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by the Agreement. If you are entering into this Agreement on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. If you do not agree to these Terms, do not access or use the Platform.

2. Changes to the Terms

We reserve the right to modify these Terms at any time, in our sole discretion. We will notify you of changes by posting the updated Terms on the Platform and/or by other reasonable means, such as email. Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of those changes. It is your responsibility to review the Terms periodically for updates.

3. Use of the Platform

3.1. License Grant: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes.

3.2. Restrictions: You agree not to:

Use the Platform for any illegal or unauthorized purpose.

Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Interfere with or disrupt the6 operation of the Platform or the servers or networks connected to the Platform.7
Attempt to gain unauthorized access to any part of the Platform or any other user's account.
Use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written8 consent.
Violate any applicable laws or regulations.
Reverse engineer, decompile, or disassemble any portion of the Platform
Sublicense, resell, or distribute access to the Platform.
Use the Platform to develop a competing product or service.
Infringe on any intellectual property rights of Kalyca Zarich LLC or any third party.
Use the Platform in a manner that could damage, disable, overburden, or impair the Platform.
Attempt to circumvent any security measures or access controls on the Platform.

3.3. Account Registration:

To access certain features of the Platform, you may be required to register for an account. You must provide accurate and complete information9 when registering and keep your account information up-to-date. You are responsible for maintaining the confidentiality of your10 login credentials and are liable for all activities that occur under your account. Notify us immediately of any unauthorized access to or use of your account.

3.4. User Responsibilities: You are solely responsible for:

All activities that occur under your account.

The content you upload or transmit through the Platform.
Your compliance with all applicable laws and regulations.
Implementing and maintaining your own terms of service and privacy policy for your customers who use the Platform.
Obtaining all necessary consents and permissions from your customers for the collection, use, and disclosure of their data.

3.5. Platform Availability:

We strive to maintain the availability of the Platform, but we do not guarantee uninterrupted access. We may suspend or terminate access to the Platform at any time, with or without notice, for any reason, including but not limited to maintenance, security issues, or your breach of these Terms.

4. Intellectual Property

4.1. Ownership:

The Platform and all content, features, and functionality (including but not limited to text, graphics, logos, software, and code) are owned by Kalyca Zarich LLC or its licensors and are protected by copyright, trademark, and other intellectual property laws.

4.2. License Restrictions:

Except as expressly permitted in these Terms, you may not use any content from the Platform without our prior written consent.

4.3. User Content:

You retain all rights to the content you upload or transmit through the Platform ("User Content"). However, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute your User Content solely for the purpose of providing and improving the Platform. You represent and warrant that you have all necessary rights to grant this license.

4.4. Feedback:

Any feedback, suggestions, or ideas you provide to us regarding the Platform ("Feedback") will be our exclusive property. You hereby assign to us all rights, title, and interest in and to the Feedback.

5. Third-Party Services

The Platform may integrate with or provide access to third-party services ("Third-Party Services"). We are not responsible for the availability, functionality, or content of Third-Party Services. Your use of Third-Party Services is subject to the terms and conditions of the respective third-party providers. We do not endorse any Third-Party Service and disclaim all liability arising from your use of them.

6. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.13 WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY CONTENT WILL BE ACCURATE, COMPLETE, OR RELIABLE. WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED15 BY LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION19 WITH THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE AMOUNT YOU PAID US, IF ANY, FOR ACCESS TO THE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, liabilities, and expenses (including attorneys' fees) arising out of or in connection with your use of the Platform, your User Content, or your breach of these Terms.

9. Governing Law and Dispute Resolution

These Terms will be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms will be resolved through binding arbitration in Dallas, Texas, in accordance with the rules of the American Arbitration Association. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.

10. Term and Termination

These Terms will remain in effect until terminated by either party. We may terminate these Terms at any time, with or without notice, for any reason. You may terminate these Terms by ceasing to use the Platform and closing your account. Upon termination, your right to access and use the Platform will immediately cease.

11. Entire Agreement

These Terms constitute the entire agreement between you and Kalyca Zarich LLC regarding the Platform and supersede all prior and contemporaneous communications and agreements, whether oral or written.