This document constitutes an agreement from which legal obligations for you arise. These Terms and Conditions of Use of Pulsely Services (hereinafter, the “Terms and Conditions”, the “Terms of Service” or the “T&Cs”) are binding and regulate the conditions of use, access and use of the Pulsely platform, enterprise solutions, and professional services.
  
THESE TERMS GOVERN ALL SERVICES:
THE USE OF THE PULSELY PLATFORM
THIS AGREEMENT IS ALSO INCORPORATED BY REFERENCE INTO THE STATEMENT OF WORK (“SOW”) EXECUTED BY THE COMPANY IDENTIFIED AS THE “CLIENT” IN THE SOW (“CLIENT”) AND PULSELY LIMITED (“PULSELY”)
ANY OTHER AGREEMENT OR LEGAL RELATIONSHIP WITH PULSELY
IN A LEGALLY BINDING WAY.

THE SERVICES ARE PROVIDED BY:
Pulsely Limited, registered in the UK with the number 13745452 36, Edith Grove, London, SW10 0NJ United Kingdom.

“Employee Data” means collectively all personal information that the User submits to Pulsely via the Website.

“Services” means the platform (online, web-based subscription service provided by Pulsely), enterprise solutions, professional services that are ordered by Client under the SOW.

“User” means an individual who is authorised by Client to use the Services on behalf of the Client, including but not limited to employees, consultants, contractors, and agents of Client.

THE AGREEMENT IS EFFECTIVE AS OF THE EARLIEST OF THE DATE IN WHICH THE CLIENT USES THE SERVICES OR THE DATE  OF MUTUAL EXECUTION OF THE SOW.

Accessing the Pulsely Platform confers upon the user the status of “Customer”, “User”, or “You”, and entails the thorough and total acceptance of these Terms and Conditions as well as the Privacy Policy of Pulsely. The full and unreserved acceptance of these Terms of Use is necessary for the use of the Platform. You acknowledge that you have read, understood and accepted these Terms of Use in full.  If you disagree with these Terms and Conditions, we kindly ask that you refrain from accessing or using the Pulsely Platform or any software owned by Pulsely.

Pulsely shall make the Services available to Client pursuant to this Agreement and any applicable SOW during the service term.

Pulsely shall: (i) provide to Client basic customer support for the Services at no additional charge; (ii) make the Services available in accordance with Pulsely’s policies; and (iii) provide the Services in accordance with the applicable laws and government regulations.

You are responsible for your conduct and the conduct of your Users, making sure that their use of this Application and/or the Service violates no applicable law, regulations or third-party rights.

YOU ARE NOT AUTHORISED TO USE THE PLATFORM AND THE SOFTWARE ACCESSIBLE THROUGH IT IF (a) YOU ARE UNDERAGE, DO NOT REACH THE LEGAL WORKING AGE, AND/OR DO NOT HAVE THE LEGAL CAPACITY TO CONTRACT OR (b) IF YOU HAVE BEEN PROHIBITED BY A JUDICIAL OR ADMINISTRATIVE AUTHORITY FROM ACCESSING AND/OR USING THIS TYPE OF SERVICES IN YOUR JURISDICTION, IN THE PLACE WHERE YOU LIVE OR IN THE PLACE WHERE YOU ACCESS THE PLATFORM.

6.1. Through this platform users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.

6.2. Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.

6.3. THE INCLUSION OF LINKS TO OTHER THIRD PARTY SITES AND RESOURCES DOES NOT IMPLY ANY RELATIONSHIP OR ASSOCIATION BETWEEN Pulsely AND THE OWNER OF THE LINKED SITES, NOR ANY ENDORSEMENT BY Pulsely OF SUCH SITES.

Client shall: (i) be responsible for User’s compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of Employee Data; (iii) use commercially reasonable efforts to prevent unauthorised access to or use of the Services, and notify Pulsely promptly of any such unauthorised access or use, and (iv) use the Services only in accordance with Pulsely’s instructions and applicable laws and government regulations.

Client shall not: (i) make the Services available to any third party other than Users, (ii) sell, resell, rent or lease the Services, (iii) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (v) attempt to gain unauthorised access to the Services or their related systems or networks.

8.1. FEES FOR SERVICES
Client will pay the fee as calculated in the platform or specified in the SOW (the “Fee”). Payment obligations are non-cancellable, and Fees are non-refundable. Client is responsible for any applicable taxes on payable amounts.
Changes to any Enterprise Services or Professional Services will incur corresponding changes to the Fee and/or delivery schedule and require a written change SOW or order.

8.2. AUTOMATIC RENEWAL
Subscription Services automatically renew at the end of each term unless Client cancels in writing before the end of the current term. Renewal does not guarantee the same pricing as the previous term.

8.3. PAYMENT
Payment is due within 30 days of the invoice date unless otherwise specified in the SOW. Client must keep billing information current.You agree to keep your billing and billing contact information current and accurate

8.4. LATE PAYMENTS AND INTEREST
Payments not received by the due date will accrue interest at the lesser of 1% per month or the maximum rate allowed by law until paid. For accounts overdue by 60 days or more, Pulsely may suspend Services until the account is fully paid. Client is responsible for reasonable collection expenses (including legal fees), unless the overdue amount is due to Pulsely’s billing error or an active dispute resolution process (see Section 13).

Client agrees to reimburse Pulsely for reasonable travel and out-of-pocket expenses incurred with prior written client approval, in accordance with any provided travel reimbursement policies.

10.1. Pulsely grants Client a non-exclusive, non-transferable, worldwide limited license to use the Services solely for Client’s business purposes.

10.2. Except for the limited rights granted here, Pulsely retains all ownership rights to the Services, including intellectual property. No additional rights are granted to Client.

10.3. Client shall not, and will not permit others to:
(i) license, lease, rent, sell, transfer, or otherwise commercially exploit the Services, except to allow third parties working on behalf of the Client to use them as permitted by this Agreement;
(ii) access the Services in any way other than through the unique login credentials provided by Pulsely;
(iii) reverse engineer, adapt, decompile, or attempt to derive the source code, or use the Services to copy or imitate any features for competitive purposes.

10.4. Each party retains ownership of all pre-existing materials, data, methodologies, and intellectual property they provide to the other party. Use of each party’s materials is restricted as follows:
(i) Pulsely may use Client’s materials only to provide the Services during the term of this Agreement;
(ii) Client may use Pulsely’s materials only as licensed in the relevant Statement of Work (SOW).
Any work product delivered to Client by Pulsely under an SOW (the “Deliverables”) remains Pulsely’s exclusive property, except for Client’s pre-existing materials or Confidential Information, which will be handled according to the confidentiality terms in Sections 6 and 8. Client will retain Pulsely copyright notices on the Deliverables.

10.5. Publicity: Pulsely may use Client’s name and logo in promotional materials. If Client prefers not to be included, please contact our Customer Success team.

11.1. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to Employee Data, the terms and conditions of this Agreement and any SOW, as well as business and marketing plans, technology and technical information, product plans, designs and business processed disclosed by either party. Confidential Information (other than Employee Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

11.2. Pulsely will not use or disclose the Confidential Information, except to provide the Services or as otherwise permitted by this Agreement. To the extent legally permissible, Pulsely will destroy all Confidential Information within ten (10) business days following a written request from Client. If no written request from Client to destroy confidential information, Pulsely will keep the information for 3 years after such information is disclosed or 3 years after the Agreement has terminated. If Pulsely is compelled by law to disclose any Confidential Information, Pulsely will provide Client with prompt notice and Client may seek a protective order or other appropriate remedy; provided however, that Pulsely will not be liable for damages because of any failure to provide such timely notice. Client agrees to reimburse Pulsely for its reasonable costs (including attorneys’ fees) of complying and providing secure access to such Confidential Information.

11.3. Reciprocally,  If the Client  is compelled by law to disclose any Confidential Information, the Client will provide Pulsely with prompt notice and Pulsely  may seek a protective order or other appropriate remedy; provided however, that the Client  will not be liable for damages because of any failure to provide such timely notice. Pulsely agrees to reimburse Client for its reasonable costs (including attorneys’ fees) of complying and providing secure access to such Confidential Information.

12.1. PULSELY
Pulsely represents and warrants to Client that: (i) it has the right and authority to enter into this Agreement and (ii) that it will perform the Services: (a) in a timely, professional and workmanlike manner and (b) in accordance with these terms of service and any SOW specifications and, and (c) all applicable laws (“Pulsely General Warranty”). Pulsely further represents and warrants to the Client that Client’s use of the Deliverables in accordance with the license granted in the related SOW will not infringe or misappropriate the intellectual property rights of any third parties (“IP Warranty”).

ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED ARE EXPRESSLY DISCLAIMED BY PULSELY, INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY LAW. PULSELY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE PROVISION OF THE SERVICES WILL BE ERROR-FREE. FURTHER, PULSELY DOES NOT WARRANT THAT ALL ERRORS IN THE SERVICES CAN BE CORRECTED.

Pulsely maintains the Services at reputable third-party providers and has implemented appropriate security measures and applies commercially reasonable efforts to ensure that the Employee Data will be maintained accurately and safeguarded as well as technical and physical controls to protect Employee Data against destruction, loss, alteration, unauthorised disclosure to third parties or unauthorised access by employees or contractors employed by Pulsely, whether by accident or otherwise.
Pulsely complies with Regulation 2016/679 (the “GDPR”) in what concerns the processing of personal data and/or transferring personal data outside the European Union and the European Economic Area or to any country not deemed by the European Commission as providing an adequate level of protection for personal data.
 
In what concerns the processing of personal data, the terms of the data processing agreement shall apply, which shall be incorporated into the Agreement.

The Data Processing Agreement is available upon written request. Pulsely warrants that it is considered a “processor” according to the meaning given to that term in Article 4(8) of the GDPR.

12.2. CLIENT
Client represents and warrants to Pulsely that (i) it has the right and authority to enter into this Agreement; and (ii) has obtained and will maintain all necessary licenses and consents to comply with all applicable laws in relation to the Services before the date on which the Services are to start.

The Pulsely General Warranty period expires 30 days from delivery of the Services. The IP Warranty expires 12 months from the delivery of the Services. In the event of a breach of the representations and warranties by Pulsely during the applicable warranty period, Client’s exclusive and sole remedy at its discretion is either: (i) for Pulsely to repair or replace the non-conforming Services at no additional charge, or (ii) refund the Fees paid for the non-conforming portion of the Services.

Notices regarding: (a) material changes to this Agreement; (b) internal or external changes materially impacting Pulsely’s ability to do business; (c) breach; (d) termination; or (e) any other material information required to be in writing, will be in writing and deemed to have been given if delivered personally by confirmed email or facsimile at the addresses set forth on the SOW.

15.1. This Agreement commences pursuant to Paragraph 3 and continues until all Services expire and payment of the Fee and all expenses are made.
 
15.2. Termination of Convenience:
a) These Terms and Conditions have an indefinite duration from their acceptance, unless a specific contract of a fixed duration has been agreed upon between Pulsely and the Customer.
b) Notwithstanding the termination causes provided in these Terms and Conditions, if the agreement is of an indefinite duration, the Customer may, at any time and without any reason, request the termination of the contract, simply by sending a written communication to Pulsely, by direct contact with your Account Manager.
c) If the agreement between the Customer and Pulsely for the Services has a fixed duration, the Customer must inform Pulsely in writing of their intention to terminate the contract with a minimum notice of:
(i) 15 calendar days before the end of the monthly subscription (for monthly plans only). During this notice period, the customer will be responsible for paying the full corresponding monthly billing cycle without any proportional adjustment.
(ii) 30 calendar days before the end of the fixed-term contract for the annual plan or any other non-monthly plan
d) To the fullest extent permitted by law, early termination of the contract will not entitle the Customer to a refund of the sum corresponding to the unused part of the annual or monthly fee (pro-rata).

15.3. This Agreement and any Services may be terminated by either party for cause: (a) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event of a termination for material breach, Client will only be liable to pay the Fee in proportion to the Services accepted and to the work-in-progress, as of the date of the notice of material breach.
15.4. Sections 5, 6, 7, 8, 10, 11,  13, 14, 16 and 17 shall survive termination or expiration of this Agreement, subject to any limitations contained herein.

16.1. CONSEQUENTIAL LIABILITIES
EXCEPT FOR DAMAGES ARISING FROM BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

16.2. AGGREGATED LIABILITIES
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FOUR (4) TIMES THE TOTAL OF THE AMOUNTS PAID TO PULSELY FOR THE SERVICES RELATED TO THE CLAIM OR EUROS € 100,000, WHICHEVER IS LESS (THE “LIABILITY CAP”). THE LIABILITY CAP SHALL NOT APPLY TO ANY CLAIM FOR UNPAID FEES OR DAMAGES OR LIABILITY ARISING FROM GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILL WILLFUL MISCONDUCT OF EITHER PARTY IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.

Before commencing any form of litigation, including court proceedings, professional mediation or arbitration, each party agrees to:
(a) give the other party notice of the dispute and its nature;
(b) give the other party the opportunity to remedy any breach of this Agreement within 30 days; and
(c) hold good faith negotiations with the other party to settle the disputed matter.

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, pandemic, health emergency or general internet disturbance) that was beyond the party’s reasonable control (except for payment of any money owed).

Pulsely is performing the Services as an independent contractor, and this Agreement does not create a joint venture, partnership, employment, franchise or agency relationship between Pulsely and the Client.

20.1. Neither party shall assign its rights or delegate its duties under the Agreement either in whole or in part without the prior written consent of the other party, except to a party that acquires all or substantially all of the assigning party’s assets as part of a corporate reorganisation, merger or acquisition provided that the assignee agrees to be bound by the terms of this Agreement and it is not a competitor of the non-assigning party. The Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.

20.2. This Agreement shall be governed and construed in accordance with the laws of London, UK. In the event of any dispute or claim arising out of or relating to this Agreement the Parties should try to settle such conflicts amicably between themselves. If any such dispute is not successfully resolved, the disputes arising under this Agreement shall be brought exclusively in front of the courts of London, UK..

20.3. This Agreement and the SOW (including any other documents referenced therein), constitute the entire agreement between Pulsely and Client regarding the subject matter contained herein and supersedes all prior discussions, understandings and agreements between them, with respect to the subject matter hereof. In the event of any conflict between the terms of this Agreement and the terms of any SOW, the terms of the SOW shall prevail.

20.4. No amendment or modification of any provision of this Agreement will be effective unless it is in writing, signed by both parties and specifically references this Agreement and the provisions to be altered.

20.5. This Agreement shall prevail over any Client general terms and conditions regardless of when Client has submitted its request for proposal, order or such terms. The provisions of services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these terms. Terms contained in any Client document for which acceptance is required as a condition of payment after the delivery of Services are hereby deemed null and void.

20.6. A waiver of any provision herein is not a waiver with respect to any other provision and is effective only in the specific instance and for the specific purpose for which it was given.

20.7. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, it shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.