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Terms of Service

Pulse Check

The following terms and conditions (these “Terms”) govern your access to, and use of, the “Pulse Check” software application and associated services (together, “Pulse Check”) that is offered by Pulse Energy Inc., or its subsidiaries and affiliates (together, “Pulse Energy”).

  1. LICENSE GRANT
    Subject to your compliance with the terms and conditions of these Terms, Pulse Energy grants to you during the License Term a non-exclusive, non-transferable and non-sub-licensable license (the “License Grant”) to use Pulse Check solely for your internal business purposes.

    • You agree not to (or allow your Representatives or any third party to): a) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or decompile Pulse Check, b) download, save, sell, rent, distribute or otherwise commercially exploit any part of Pulse Check, c) use any third party software to extract Client Data from Pulse Check, or d) use Pulse Check to build a similar or competitive product or service or attempt to obtain unauthorized access to Pulse Check or any other software offered by Pulse Energy.
    • You agree not to access Pulse Check by any means other than through the interface that is provided by Pulse Energy except as specifically authorized in a separate written agreement.
    • You may not use, copy, imitate, 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 Pulse Check.
    • You acknowledge that you will be responsible for all breaches of these Terms by your directors, officers, employees, consultants and agents (your “Representatives”) who access and use Pulse Check on your behalf.
  2. PROPRIETARY RIGHTS
    You acknowledge that Pulse Check contains proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You shall not remove, obscure, or alter Pulse Energy's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Pulse Check.
  3. LICENSE TO ANONYMIZED CLIENT DATA
    “Client Data” means any data, information, or other materials of any nature whatsoever provided by you to Pulse Energy or otherwise generated by you in the course of using Pulse Check. You hereby grant to Pulse Energy a non-exclusive, worldwide, royalty-free license to reproduce, store, record, transmit, maintain, display, view, print, or otherwise use the Client Data to allow you to use Pulse Check.
    You also hereby grant to Pulse Energy the unrestricted, worldwide, royalty-free and sub-licensable right to reproduce, store, record, transmit, maintain, display, view, print, or otherwise use the Client Data, including for statistical and benchmarking purposes, provided that such Client Data is no longer identifiable to you or your specific buildings, which right will survive the termination or expiration of the License Term.
  4. STORAGE AND TRANSMISSION OF DATA
    Pulse Energy shall use commercially reasonable efforts to ensure that the Client Data will be safeguarded and maintained accurately. You acknowledge that the Client Data may be accessed by unauthorized parties when communicated across the internet, network communications facilities, or other electronic means. You agree that Pulse Energy is not responsible for any Client Data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Pulse Energy.
  5. USE OF DATA
    You acknowledge that the input of data and its accuracy and adequacy, including the Client Data that is output, is under your exclusive control. Any use of or reliance by you on the Client Data is your sole responsibility, and your hereby hold Pulse Energy and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (“Pulse and Partners”) harmless from any claims or losses arising from, or related to, your use of the Client Data.
  6. USER PASSWORD AND ACCOUNT INFORMATION
    As part of the registration process for Pulse Check and from time to time during the License Term, your Representatives will be required to provide current, accurate identification and other information in order to use Pulse Check. Each Representative is responsible for maintaining the confidentiality of his/her account password, and you are responsible for all activities that occur under his/her account. You shall immediately notify Pulse Energy of any unauthorized use of a Representative’s password or account. You agree that Pulse Energy will not be liable for any loss or damage arising from your or your Representatives’ failure to provide us with accurate information or to keep their password secure.
  7. APPROPRIATE CONDUCT
    You agree that you are responsible for any 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 these Terms and any applicable policies or guidelines.
  8. THIRD PARTY SITES
    Pulse Check may contain links to other internet sites operated by third parties. Your use of each of these sites is subject to the conditions, if any, that each of those sites have posted. Pulse Energy will not be liable for any damage or loss caused or alleged to be caused by or in connection with you use of or reliance on any content, goods or services available on or through any such sites.
  9. MINIMUM SYSTEM REQUIREMENTS
    In order to use Pulse Check, you must have the required internet access, equipment and browser software, as may be amended from time to time (the “Minimum System Requirements”). Failure to meet the Minimum System Requirements may impair your successful use of Pulse Check.
  10. MODIFICATIONS TO PULSE CHECK
    You agree that Pulse Energy has the right at any time and from time to time to modify or discontinue, temporarily or permanently, Pulse Check (or any part thereof) with or without notice and that Pulse Energy will not be liable to you as a result.
  11. LICENSE TERM AND TERMINATION
    Pulse Energy grants you rights to use Pulse Check for a period of one year from the date of your registration and activation of Pulse Check (the “License Term”), unless earlier terminated or extended in accordance with these Terms. You may discontinue your use of Pulse Check 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 Pulse Check, terminate these 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 Pulse Check, your account or any files or other content contained in your account. Sections    2 (Proprietary Rights), 3 (License to Anonymized Client Data), 12 (Indemnity), 13 (Disclaimer of Warranties), 14 (Limitations of Liability), 15 (Exclusions and Limitations) and 17 (Miscellaneous) will survive the expiration or termination of these Terms.
  12. INDEMNITY
    You agree to defend, indemnify and hold harmless Pulse and Partners from and against any and all third party liabilities, claims, demands, causes of action, judgments, costs, losses, damages or expenses (including court costs and attorney fees, whether or not litigation is commenced) arising from or in any way related to your use of Pulse Check or the violation of these Terms. Pulse Energy shall provide you with written notice of such claim, suit or action.
  13. DISCLAIMER OF WARRANTIES
    YOU EXPRESSLY AGREE THAT:

    1. YOUR USE OF PULSE CHECK IS AT YOUR SOLE RISK. PULSE CHECK IS 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 MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    2. PULSE AND PARTNERS DO NOT WARRANT THAT (i) PULSE CHECK WILL MEET YOUR REQUIREMENTS, (ii) PULSE CHECK WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE CLIENT DATA THAT MAY BE OBTAINED FROM THE USE OF PULSE CHECK WILL BE ACCURATE OR RELIABLE, AND (v) ANY ERRORS IN PULSE CHECK WILL BE CORRECTED.
    3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PULSE CHECK 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.
  14. LIMITATION OF LIABILITY
    YOU EXPRESSLY AGREE THAT PULSE AND PARTNERS WILL 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 CHECK; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iii) ANY OTHER MATTER RELATING TO PULSE CHECK.
  15. 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     13 AND 14 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  16. NOTICE
    You agree that Pulse Energy may provide you with notices, including those regarding changes to these Terms, by email or postings on the Pulse Energy web site.
  17. MISCELLANEOUS
    Entire Agreement. These Terms constitute the entire agreement between you and Pulse Energy and govern your use of Pulse Check.
    Choice of Law and Forum. These Terms are 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 exclusive jurisdiction of the courts located within the City of Vancouver, Province of British Columbia, Canada to resolve all disputes.
    Waiver and Severability of Terms. The failure of Pulse Energy to exercise or enforce any right or provision of these Terms will 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.