Terms

Welcome to Pulse Energy. The following terms and conditions (the “Terms”), as well as the software services agreement entered into by the organization you represent, govern your access to, and use of, the Pulse Energy software application (the “Software”), the web site located at http://my.pulseenergy.com/ and other sites through which the Software may be accessed from time to time (collectively,the “Site”) and any other services accessible through the Site (collectively, the “Pulse Services”) that are offered by Pulse Energy Inc., or its subsidiaries and affiliates (collectively, “Pulse Energy”). We may update these Terms in the future, and you will be able to find the most current version of this agreement at http://www.pulseenergy.com/terms/

BY CLICKING ON THE “ACCEPT” BUTTON OR BY ACCESSING, BROWSING, OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ANY OF THE RELATED POLICIES OR GUIDELINES, INCLUDING ANY SUBSEQUENT CHANGES OR MODIFICATIONS TO THEM.

  1. PASSWORD AND ACCOUNT INFORMATION

    In order to access the Pulse Services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of the Pulse Services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify Pulse Energy of any unauthorized use of your password or account or any other breach of security. Pulse Energy cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.

  2. APPROPRIATE CONDUCT

    You agree that you are responsible for your own conduct and any content (the “Content”) that you create, transmit or display while using Pulse Services and for any consequences thereof. You agree to use Pulse Services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines.

  3. PULSE PRIVACY POLICY

    For information about our data protection practices, please see our Privacy Policy at http://www.pulseenergy.com/privacy/.

  4. PROPRIETARY RIGHTS

    You acknowledge and agree that the Pulse Services and the Software used in connection with the Pulse Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. Except as expressly authorized by Pulse Energy, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on thePulse Services or the Software, in whole or in part.

    Subject to the Terms, Pulse Energy grants you a personal, non-transferable and non-exclusive right and license to use the Pulse Services, including the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services or Software. You agree not to download, save or modify the Software or use modified versions of the Software, including (without limitation) for the purpose of building a similar or competitive product or service or of obtaining unauthorized access to the Pulse Services.

    You agree not to access the Pulse Services by any means other than through the interface that is provided by Pulse Energy for use in accessing the Pulse Services except as specifically authorized in a separate written agreement.

    Except as expressly authorized by Pulse Energy you agree not to use, copy, imitiate, or incorporate any trademark, service mark, trade dress, company name, or product name in a way that is likely to cause confusion among consumers. You also agree not to remove, obscure, or alter Pulse Energy’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Pulse Services or the Software.

  5. INTERNAL USE ONLY

    You agree that use of the Services is for the internal purposes of your organization and you further agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Pulse Services, use of the Pulse Services, or access to the Pulse Services except as otherwise expressly provided in these Terms or as specifically authorized in a separate written agreement.

  6. MODIFICATIONS TO SERVICE

    Pulse Energy reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Pulse Services (or any part thereof) with or without notice. You agree that Pulse Energy shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Pulse Services.

  7. TERMINATION

    You may discontinue your use of the Pulse Services at any time. You agree that Pulse Energy may at any time and for any reason, including a period of account inactivity, terminate your access to the Pulse Services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to the Pulse Services, your account or any files or other content contained in your account. Sections 7 (Termination), 9 (Indemnity), 10 (Disclaimer of Warranties), 11 (Limitations of Liability), 12 (Exclusions and Limitations) and 14 (General, including choice of law, severability and statute of limitations) of the Terms, will survive expiration or termination.

  8. LINKS

    The Pulse Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Pulse Energy may have no control over such sites and resources and you acknowledge and agree that Pulse Energy is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Pulse Energy shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

  9. INDEMNITY

    You agree to hold harmless and indemnify Pulse Energy, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively “Pulse and Partners”) from and against any third party claim arising from or in any way related to your use of Pulse Services, violation of these Terms. In such a case, Pulse Energy will provide you with written notice of such claim, suit or action.

  10. DISCLAIMER OF WARRANTIES

    YOU EXPRESSLY AGREE THAT:

    1. YOUR USE OF PULSE SERVICES IS AT YOUR SOLE RISK. PULSE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PULSE AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

    2. PULSE AND PARTNERS DO NOT WARRANT THAT (i) PULSE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) PULSE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF PULSE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH PULSE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

    3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PULSE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

    4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PULSE OR THROUGH OR FROM PULSE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

  11. LIMITATION OF LIABILITY

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT PULSE ENERGY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PULSE ENERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE PULSE SERVICES; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iii) ANY OTHER MATTER RELATING TO THE PULSE SERVICES.

  12. EXCLUSIONS AND LIMITATIONS

    NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 10 AND 11 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  13. NOTICE

    You agree that Pulse Energy may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Site.

  14. GENERAL INFORMATION

    Entire Agreement. The Terms (including any policies, guidelines or amendments that may be presented to your from time to time) constitute the entire agreement between you and Pulse Energy and govern your use of Pulse Services, superceding any prior agreements between you and Pulse Energy for the use of the Pulse Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other affiliate services, third-party content or third-party software.

    Choice of Law and Forum. These Terms and the relationship between you and Pulse Energy shall be governed by the laws of the Province of British Columbia, Canada without regard to its conflict of law provisions. You and Pulse Energy agree to submit to the personal and exclusive jurisdiction of the courts located within the City of Vancouver, Province of British Columbia, Canada.

    Waiver and Severability of Terms. The failure of Pulse Energy to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

    Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Pulse Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    The section headings in these Terms are for convenience only and have no legal or contractual effect.