Terms of Service

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Effective Date: March 15, 2022 

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These General Terms of Service, our Privacy Policy along with your accepted Customer Application together form a legal agreement between you (the “Customer”, “you” or “your”) and Pulse Investor Services Inc. (“Pulse,” “we”, “our” or “us”) and govern your use of Pulse’s services, including the Pulse platform, the Insights, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that business accepts these terms. By using any of the Services, you agree to these General Terms of Service and any policies referenced within (“Policies”), including our Privacy Policy and Hardware Policy and Limited Warranty. You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below, which, along with our Privacy Policy, become part of your agreement with us (collectively, the “Terms”). You should read all of our Terms carefully. 

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• Where applicable, Hardware Policy and Limited Warranty: These Terms apply to all Hardware supplied by Pulse to you in the quantities and configurations, will be set out in the Customer Application.

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As used in these Terms, references to our “affiliates” include our owners, subsidiaries, affiliated companies, successors, officers, directors, employees, agents, licensors, licensees, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Services.

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1.  Platform as a Service and Hardware

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Subject to Customer’s compliance with the terms and conditions of this Agreement, Pulse will make the Pulse Platform available to you on the terms and conditions set out in these Terms, as amended from time to time. The use by you of the Pulse Platform, the Pulse Website and the Hardware (as defined in the Pulse Hardware Policy and Limited Warranty) which will be installed at your location(s) is permitted as part of you creating a Customer Account and complying with these Terms for so long as you have a valid Customer Account.  

You are entitled to use the hardware and software and the Pulse Platform that is part of the Services, as authorized in these Terms. Pulse shall, at all times be the lawful owner of the hardware, the software, and the Pulse Platform. We may make updates to the Services available to you from time to time. Any such updates may be subject to Additional Terms made known to you at that time. We may also make improvements to the hardware and software from time to time, and will either recommend or require you to substitute the improved hardware or software for older versions of the hardware or software, which, including shipping, will be at your cost. Your failure to acquire and use such improved hardware or software may prevent you from continuing to use some or all of the Services. 

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2.  Privacy

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You consent to Pulse’s Privacy Policy, which explains how we collect, use and protect the personal information you provide to us. 

 

3. Pulse Customer Application and Account

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You must open an account with Pulse (a “Customer Account”) to use the Services. In the application form and during registration (the “Customer Application”) we will ask you for information about your business. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Customer Account, including for any actions taken by persons to whom you have granted access to the Customer Account. We reserve the right to change the account type, suspend or terminate the Customer Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

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4. Revisions, Disclosures and Notices

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We may amend the Terms and Policies at any time, in our sole discretion deem sufficient, via email, communicating it to you through the Services or posting the revised version on our Website (the “Revised Version”). Despite being posted on our Website, the Revised Version will be effective as of its effective date. Your continued use of the Services after the effective date of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as hereinafter defined) that arose before the changes will be governed by the Terms in place when the Dispute arose.

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You agree to accept electronic communications from us. We may provide disclosures and notices required by law and other information about your Customer Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Customer Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact us. If we are not able to support your request, you may need to terminate your Customer Account.

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5. Restrictions

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You may not, nor may you permit any third party, directly or indirectly, to:

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1. access or monitor any material or information on any Pulse system using any manual process or robot, spider, scraper, or other automated means;

2. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;

3. perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;

4. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from Pulse;

5. use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;

6. transfer any rights granted to you under these Terms;

7. use the Services in a way that distracts or prevents you from obeying traffic or safety laws;

8. use the Services for any illegal activity or goods or in any way that exposes you, other Pulse customers, our partners, or Pulse to harm; or

9. otherwise use the Services except as expressly allowed under these Terms.

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If we reasonably suspect that your Customer Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Customer Account, and any of your interactions or use of the Services with law enforcement.

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6. Compatible Devices and Third Party Carriers

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We do not warrant that the Services will be compatible with the device on which you intend to access the Services or your internet service provider or mobile device carrier. Your use of the Services may be subject to the terms of your agreements with your device manufacturer, internet service provider or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls sometimes referred to as “jail broken.”  You are responsible for all costs and fees incurred by you from third party service providers that result from your use of the Services including, without limitation, your internet services, Wi-Fi services, your data usage and any data overage charges, cellular data expenses or tablet data charges.

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7. Raw Data, Content and Insights

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The Services include functionality for the uploading to Pulse’s servers of all of the information collected on each of your customer digital or printed receipts, wallet pass, venue tracing hardware, barcode scanner, and Application Programming Interface (“API”) integration data (the “Raw Data”) from Pulse’s Hardware and Software. In order to enable to uploading of the Raw Data to take place, when Pulse’s Hardware is installed, you are required to print a customer transaction receipt for each transaction. You retain all rights, including ownership, in and to your Raw Data, subject to the rights you granted to us in these Terms. Upon termination of your Customer Account, you may request that Pulse deletes and/or returns the Raw Data to you.  

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Our Website may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, coupons, promotions, advertisements and other materials or information (the “Content”). You retain all rights, including ownership, in and to the Content, subject to the rights you granted to us in these Terms. You may modify or remove your Content via your Customer Account or by terminating your Customer Account and requesting that your Content be deleted by us and/or returned to you.

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Subject to our Privacy Policy, you grant us and our affiliates a non-exclusive, royalty-free, irrevocable, fully paid-up, sub-licensable, transferable and worldwide right and license in perpetuity to use, reproduce, modify, adapt, store, develop, publish and prepare derivative works of the Raw Data and the Content, if any, to provide, promote, and/or incorporate into the Services.  The rights granted to Pulse above shall survive termination of your Customer Account and your use of the Services. 

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Part of the Services may include Pulse applying its proprietary software to the uploaded Raw Data to structure it, in order to compile the Raw Data into a format(s) (the “Insights”), which Insights will be made available to you through Pulse’s Dashboards which are viewable through the Pulse Platform by logging in to the same though Pulse’s Website. Through the rights granted to Pulse referred to above, Pulse will, both during the term of the Agreement and your Customer Account and thereafter own the Insights and all other aspects of the contents of the Insights and the Pulse Platform and as the owner, has the exclusive rights, without compensation to you, to use, reproduce, perform, modify, develop, access, collect, store, sell, exploit, resell, distribute, provide and transfer the Insights in perpetuity.

All Content uploaded or provided by you as part of the Services is assumed to be correct and accurate and if Pulse is instructed by you to use said Content, it will not be responsible in any way to you, your business or your customers should such Content include an error. You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Pulse’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Pulse, its affiliates or its customers to harm or liability of any nature.

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Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Pulse may also monitor such Content to detect and prevent fraudulent activity or violations of Pulse’s Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to you or any of your Content.

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8. Intellectual Property Infringement

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We respect the intellectual property rights of others and ask you to do the same. We have adopted an Intellectual Property Policy regarding third-party claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.

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9. Security

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We have implemented technical and organizational measures designed to secure your Personal Information, the Raw Data and the Content from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use the Content, the Raw Data or your Personal Information for improper purposes. You provide the Content, the Raw Data and your personal information at your own risk.

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You are responsible for safeguarding your password and for restricting access to the Services from your devices and computer. You will immediately notify us of any unauthorized use of your password or Customer Account or any other breach of security. Notwithstanding anything contained in these Terms, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Customer Account subject to dispute) will be final and binding on all parties.

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10. Paid Services

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Pulse may offer Services to be paid for on an ongoing and recurring basis (“Monthly Services”) as well as Services that are not recurring but are for the purposes of either getting you set-up with the Services (“Set-up Services”) or consulting services that are requested by you and provided on a one-time or as-used basis (“Consulting Services”), or services related to revenue sharing (“Revenue Sharing”) all of which services are collectively referred to as the “Paid Services”. By completing a Customer Application, including after any free trial period, you agree to pay us the fees and any applicable taxes as set forth in your current Customer Application, or as otherwise agreed in writing in respect of each of the Paid Services on or before the date due as specified in the Customer Application. The fees may include “Monthly Fees”, “Set-Up Fees”, “Consulting Fees” and “Revenue Share”, collectively referred to as the “Total Fees”.

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The Total Fees may be paid by cheque, cash, credit card, by electronic transfer or by a money transfer service such as Western Union. If you link a credit card to your account, you authorize us to collect the Total Fees from your linked credit card. Regardless of payment device, you agree to pay the Set-up Fees and the Monthly Fees, until the Service is cancelled or terminated, in the amounts and on the due dates set out in the Customer Application. You also agree to pay any Consulting Fees incurred by you upon receipt of an invoice from Pulse and, in the event Revenue Share becomes payable to Pulse, the amount owing will be determined on a monthly basis and you agree to pay such amount on the due date set out in the Customer Application.

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You may cancel the Monthly Services at any time by notifying Pulse with thirty (30) days written notice (the “Notice Period”). If you cancel the Monthly Services, you will continue to have access to that Monthly Service through the end of your Notice Period, but you will not be entitled to a refund or credit for any Monthly or other Fees already due or paid. We reserve the right to change our Monthly Fees upon thirty (30) days’ advance notice to you. Your continued use of the Monthly Services after notice of a change to our Monthly Fees will constitute your agreement to such changes.

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In the event any amount of the Total Fees owing by you to Pulse is not paid on its respective due date, Pulse shall consider such amount to be overdue (the “Overdue Amount”). All Overdue Amounts will be subject to interest at the rate of 12% per year, compounded monthly, not in advance from the due date to the date of payment. In the event you are in default of the payment of any of the Total Fees, we reserve the right to (a) suspend your use of the Services; (b) refer the Overdue Amount to a collection agency for collection, in which case you will be liable to us, as liquidated damages, for all the costs of recovery, including a collection agency’s commission, if any, along with their fees; and (c) refer the Overdue Amount to a lawyer for collection, in which case, you will also be liable to pay, as liquidated damages, all reasonable legal fees incurred by us.

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11. Modification and Termination

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We may terminate these Terms or any Additional Terms, or suspend or terminate your Customer Account or your access to any Service, at any time if you:  (a) have breached any provisions of these Terms, the Terms, the Additional Terms or the Policies (or have acted in a manner that clearly shows you do not intend to or are unable to comply with the same);  (b) we are required to do so by law; (c) the provision of the Services by us to you is, in our opinion, no longer commercially viable; or (d) we have elected to discontinue the Services or any part thereof. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your Customer Account. You may also terminate your obligations under these Terms, the Terms, the Policies and the Additional Terms at any time by deactivating your Customer Account. However, any such termination, suspension or cancellation will not relieve you of any of your obligations to pay any accrued amounts related to the Total Fees up to and including the date of cancellation and Section 12 hereof and our Hardware Policy and Limited Warranty dictate what you are required to do in respect of the Hardware. 

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12. Effect of Termination

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If these Terms or your Customer Account expires, is terminated or suspended for any reason by Pulse or you cancel your Customer Account: (a) the license and any other rights granted by Pulse to you under these Terms will end, (b) we may (but have no obligation to unless requested by you) delete your Raw Data, the Content, information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of the Raw Data, your information, your Content or account data. In addition to any payment obligations under the Terms or the Customer Application, the following Sections of these Terms survive and remain in effect in accordance with their terms upon termination: 7 (Raw Data, Content and Insights), 8 (Intellectual Property Infringement), 12 (Effect of Termination), 13 (Ownership), 14 (Indemnity), 15 (Representations and Warranties), 16 (No Warranties), 17 (Limitation of Liability and Damages), 18 (Third Party Products), 19 (Disputes), 20 (Binding Individual Arbitration), 21 (Governing Law), 22 (Limitation on Time to Initiate a Dispute), 23 (Third Party Service and Links to Other Web Sites), and 24 (Other Provisions).

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Upon expiration of the term of your Customer Application, upon termination by us or cancellation by you, we will immediately remove all access you had to the Services. You shall, within 14 days of said expiration, termination or cancellation, at your cost, return all Hardware provided to you by Pulse as part of the Services to Pulse’s offices. Should you refuse or fail to do so, Pulse may, in its sole discretion, either, (i) notify you that the full replacement cost of the hardware will become an Overdue Amount (as defined in Section 10 hereof) and will become due and payable as of the date of expiration, termination or cancellation, and, in terms of collection of said Overdue Amount from you, will be subject to these Terms as they pertain to the collection by us of Overdue Amounts; or (ii) Pulse shall have all the rights as the owner of the Hardware, including, without limitation, the right to re-take the Hardware, wherever found, and the right to enter the premises where the Hardware is located in order to disconnect and remove it.  Within 7 days of expiration, termination or cancellation, you will pay to us all amounts of the Total Fees accrued, due and owing to Pulse as a result of our provision of the Services to you to the date of expiration, termination or cancellation, failing which, all such amounts shall become Overdue Amounts. 

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13. Ownership

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We reserve all rights not expressly granted to you in these Terms. We own all rights, title, interest, copyright and other Intellectual Property Rights (as defined below) in and to the Services and the Insights and all copies of the Insights and the Services. These Terms do not grant you any rights to our trademarks or service marks.

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For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any province, state, country, territory or other jurisdiction.

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You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Ideas without any additional compensation to you, and/or to disclose the Ideas on a non-confidential basis or otherwise to anyone.

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14. Indemnity

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You will indemnify, defend, and hold us, our licensors and our processors (and our respective employees, directors, agents, affiliates, and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of Canada, the United States or any other country; and (e) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

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15. Representations and Warranties

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You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, provincial, state, and local laws, rules, and regulations applicable to you and/or your business; (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services and the Insights will be in compliance with these Terms.

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16. No Warranties

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THE USE OF “PULSE” IN SECTIONS 16 AND 17 MEANS PULSE, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, PULSE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

PUSLE DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT, INCLUDING PROMOTIONS OR OFFERS OR DESCRIPTIONS PROVIDED OR UPLOADED BY YOU TO Pulse’S WEBSITE OR OTHERWISE THROUGH YOUR USE OF THE SERVICES; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

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Pulse does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party. Pulse does not have control of, or liability for, goods or services that are paid for using the Services. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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17. Limitations of Liability and Damages

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Pulse BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, Pulse WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

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UNDER NO CIRCUMSTANCES WILL Pulse BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR CUSTOMER ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Pulse BE LIABLE FOR ANY DAMAGE, PROPERTY DAMAGE, LOSS, INJURY, DAMAGES RESULTING FROM LOSS OF PROFITS, GOODWILL, USE DATA OR OTHER INTANGIBLE LOSSES CAUSED BY THE HARDWARE OR ANY MALFUNCTION THEREOF.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF Pulse IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PULSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 

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18. Third Party Products

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All third-party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. PULSE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

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19. Disputes

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“Disputes” are defined as any claim, controversy, or dispute between you and Pulse, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

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20. Binding Individual Arbitration

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You and Pulse agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST PULSE. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the International Centre for Dispute Resolution Canada (https://www.icdr.org). Any arbitration hearing will occur in Vancouver, British Columbia, Canada unless you and Pulse agree to another location or a location ordered by the arbitrator. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. We will pay the arbitration fees due to the arbitrator for individual arbitrations brought in accordance with this Section. If you prevail on any claim for which you are legally entitled to legal fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our legal fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Pulse also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings involving Pulse will be brought in and you hereby consent to the exclusive jurisdiction and venue in the provincial or federal courts in the city of Vancouver, British Columbia, Canada.

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21. Governing Law

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These Terms and any Dispute will be governed these Terms, any Additional Terms and any related Dispute will be governed by British Columbia law and/or applicable Canadian federal law, without regard to choice of law or conflicts of law principles

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22. Limitation on Time to Initiate a Dispute

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Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action arises.

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23. Third Party Services and Links to Other Websites

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As part of the provision of the Services by Pulse to you, Pulse may rely on the services of third parties including but not limited to hosting services, development services or manufacturing services (“Third Party Services”). You agree that if you use the Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third-Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third-Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Pulse. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Pulse. Such third-party websites are not governed by these Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third-party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third-party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

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24. Other Provisions

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a)  These Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and Pulse regarding the Services. In the event of a conflict between these Terms and any other Pulse agreement or Policy, these Terms will prevail and control the subject matter of such conflict. These Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. 

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b)  Assignment. Customer will not assign this Agreement to any third party without Pulse’s prior written consent. Pulse may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

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c) International Use. Although the Services may be accessible worldwide, we make no representation that materials connected with the Services are appropriate or available for use in locations outside Canada, and accessing them from territories or jurisdictions where their contents are illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.

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c)  Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Pulse’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Pulse’s employees), Internet service provider failures or delays, or the unavailability or Modification by third parties of third party websites.

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d)  Waiver. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term.

e)  Severable. If any provision of these Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be severed, changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

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f)  Independent Contractors. Customer’s relationship to Pulse is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Pulse.

 

g)  Entire Agreement. These Terms constitutes the entire agreement between the parties with respect to the subject matter of these Terms and supersedes all other communications, whether written or oral.

 

h)  Publicity. Pulse may refer to Customer as being a customer of Pulse and may use Customer’s corporate name and logo for this purpose, with prior consent from Customer.

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25.  Contact

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For questions, comments or concerns regarding these General Terms of Service, please contact us at info@pulseir.com