Pulse Labs FlightRecorder Portal Terms

AGREEMENTS TO TERMS OF USE

Welcome to PulseLabs. Please read these Terms of Use carefully. PulseLabs AI, Inc. (“PulseLabs,” “we,” “us,” and “our”) owns and operates the PulseLabs FlightRecorder portal (collectively, the “Portal”). These Terms of Use govern your access to and use of the Portal as a holder of a user account (your “User Account”). Your User Account gives you access to and use of certain features and functions of the Portal on behalf yourself and, if applicable, any entity of which you claim to be an employee or other type of agent or representative (“Employer”), subject to the terms, conditions, limitations, and restrictions set forth in these Terms of Use. By accessing or using your User Account, you accept and agree to be bound by these Terms of Use on behalf of yourself and, if applicable, your Employer, including the provisions below that allow us to cancel or suspend access to and use of your User Account and the Portal in certain circumstances and that require you to resolve certain disputes with us by binding arbitration involving a class action waiver.

These Terms of Use (this “Agreement”) constitute a legally binding agreement made between PulseLabs and you and, if applicable, your Employer (collectively, “you,” “yourself,” and “your”), concerning access to and use of your User Account; the features and functions of the Portal; and the recordings, content, information, data, and other materials made accessible to you via the Portal (collectively, the “Portal Content”). You agree that by accessing your User Account, including by clicking “I agree” or otherwise similarly indicating your assent electronically, you have read, understood, and agree to be bound by this Agreement. If you do not agree to all of the terms of this Agreement, do not access or use your User Account; the features or functions of the Portal; or the Portal Content. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us for products, services, software, tools, documentation, or otherwise, including any separate, written agreement. If you are accessing or using the features or functions of the Portal or the Portal Content on behalf of your Employer, you represent and warrant that you are authorized to accept this Agreement on your Employer’s behalf.

ELIGIBILITY TO ACCESS AND USE YOUR USER ACCOUNT

In order to access and use your User Account, now or in the future, you must be at least 18 years of age or the age of legal majority where you live, whichever is greater. The Portal and the Portal Content are offered by us from our locations in the United States. The Portal and the Portal Content are not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or that would subject PulseLabs to any registration requirement within such jurisdiction. Accordingly, those persons who choose to access or use the Portal from locations outside the United States do so on their own initiative and are solely responsible for compliance with local laws. You represent and warrant that neither you nor, if applicable, your Employer are (1) located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country; or (2) listed on any US government list of prohibited or restricted parties. We reserve the right to cancel or suspend your and/or your Employer’s access to and use of your User Account, the Portal, and/or the Portal Content if you fail to comply with any of these eligibility requirements.

MODIFICATIONS TO THIS AGREEMENT

We reserve the right to modify the terms, conditions, limitations, and restrictions set forth in this Agreement, or any policies or supplemental terms related to your access to and use of your User Account, the Portal, and/or the Portal Content, at any time and in our sole discretion, including with respect to Fees (as defined below) and any payment schedules or other payment terms related thereto; provided, that, in the event that we make such modifications, including introducing any such policies or supplemental terms, we will endeavor to notify you and allow you to review and accept the modifications, policies, or supplemental terms, as the case may be, prior to continuing to access or use your User Account and/or the Portal. Supplemental terms, if any, are hereby expressly incorporated into this Agreement by this reference. Your continued access to and use of your User Account, the Portal, and/or the Portal Content following notice of such modifications, policies, or supplemental terms, will constitute your acceptance of them. If you do not agree to any such modifications, policies, or supplemental terms, as they occur or are introduced, you agree that you will immediately discontinue accessing or using your User Account, the features and functions of the Portal, and the Portal Content.

PERMISSION TO ACCESS AND USE THE PORTAL; LIMITATIONS AND RESTRICTIONS

During the term of this Agreement, you may access and use your User Account on any Internet-enabled device owned, leased, or otherwise controlled by you solely for the purpose of accessing and using, on a non-exclusive basis, the features and functions of the Portal that we make available to you, including the Portal Content we make accessible to you via the Portal, in each case, solely for the purpose of your own internal research and statistical purpose and not for any external purpose whatsoever, whether commercial or non-commercial, and subject, in each case, to the terms, conditions, limitations, and restrictions set forth in this Agreement. You may not access or use your User Account, the Portal, or the Portal Content for any other purpose, and you will not knowingly allow any person or entity that gains access to your User Account, the Portal, or the Portal Content through you to do anything that is not permitted by this Agreement. You are also not permitted to reproduce, modify, aggregate, republish, resell, sublicense, redistribute, or download the Portal, the features and functions of the Portal, or the Portal Content, except as otherwise expressly set forth in this Agreement. For the avoidance of doubt, the permission granted to you in this section relates solely to your access to and use of your User Account, the Portal, and the Portal Content and, in no event, are you granted an implied license to exercise rights with respect to any other intellectual property owned, licensed, or otherwise controlled by us.

Each account used to access the features and functions of the Portal and Portal Content is for a single user only. You acknowledge that your User Account is only for your use, and you agree that you will not create more than one account for yourself or for any single Authorized User. “Authorized Users” are (1) any persons who provide services to you as full- or part-time employees and (2) any persons who provide services to you as contingent workers (e.g., individuals who provide services to you as independent contractors) or another type of agent or representative and use the Portal on your behalf. Neither you nor any of your Authorized Users are permitted to transfer or sublicense your or their right to access and use an account to any other person or entity, including transferring access to or use of accounts internally to other employees, agents, or representatives of your Employer, if applicable. You will ensure that you and your Authorized Users do not share your or their login credentials with any other person or entity.

You promptly will notify us if you exceed any usage limits associated with authorized use of the Portal, including the total number of Authorized Users, total number of devices, total number of supported software applications, or other such limits. You promptly will pay any Fees (as defined below) associated with any excess usage in the past, present, and future.

You are solely responsible for: (1) all of Your Data (as defined below), including its content and use; (2) all information, instructions, or materials provided by or on behalf of you or your Authorized Users; (3) your information technology infrastructure, including devices computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services (“Your Systems”); (4) the security and authorized or unauthorized use of your and your Authorized Users’ login credentials; and (5) all access to and use of your User Account, the features and functions of the Portal, and Portal Content, directly or indirectly, by or through Your Systems, with or without your knowledge or consent, including all results obtained from and all conclusions, decisions, judgments, and actions based on such access or use.

You agree that you will not: (1) make your User Account or the Portal available in any manner to any third party for use in the third party’s business operations, (2) access or use (or permit third parties to access or use) your User Account or the Portal in order to build or support any products or services competitive with the Portal or our other products and services, (3) inaccurately or falsely represent your current location, your demographic location, your address, your employer, or otherwise inaccurately or falsely represent yourself to us; (4) circumvent, disable, or otherwise interfere, directly or indirectly, with any security-related features of your User Account or the Portal, including features that prevent or restrict the use, downloading, redistribution, and/or reproduction of information, data, and other materials provided to you and others via the Portal; (5) engage in unauthorized framing of or linking to your User Account or the Portal; (6) interfere with, disrupt, or create an undue burden on the Portal, the Software (as defined below), or any of the hardware, networks, or other systems that we own or control; (7) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other harmful code or materials that interfere with the uninterrupted use and enjoyment of the Portal by us or others or modifies, impairs, disrupts, alters, or interferes with the access to or use, features, functions, operation, or maintenance of the Portal; or (8) use, launch, develop, or distribute any automated system, including any spider, robot, cheat utility, scraper, or offline reader that accesses your User Account or the features or functions of the Portal, or using or launching any unauthorized script or other software.

You are solely responsible for each of your Authorized User’s compliance with the terms and conditions set forth in this Agreement. You agree to take appropriate actions to ensure that your Authorized Users, if any, comply with this Agreement, which may include entering into a written agreement with each of your Authorized Users that contain terms and conditions designed by you to ensure that your obligations in this Agreement and similar agreements are and will be met.

You will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to securely administer the distribution and use of your and your Authorized Users’ login credentials and protect against any unauthorized access to or use of your User Account, the features and functions of the Portal, and Portal Content.

If you become aware of any actual or threatened unauthorized activity, you shall, and shall cause your Authorized Users to, immediately: (1) notify us of any such actual or threatened activity; and (2) take all reasonable and lawful measures necessary to stop the actual or threatened activity and mitigate its effects, including, where applicable, suspending, temporarily or permanently, any and all unauthorized access to or use of your User Account; the features and functions of the Portal; Portal Content; and any information, data, or content associated with or arising from the activity.

Failure to comply with any of the terms, conditions, limitations, restrictions, duties, obligations, or responsibilities set forth in this Agreement will constitute a material breach of this Agreement, and we will have the right to immediately terminate this Agreement, with or without advance notice, including termination of any and all permissions granted herein. Our right to terminate this Agreement pursuant to this paragraph is not our exclusive remedy. As set forth below, we may have additional rights and remedies under the law, which we are free to exercise.

FEES

In consideration for your authorized access to and use of your User Account, the Portal, and Portal Content, you will pay us the fee, or fees, set forth on our published pricing pages (each, a “Fee” and, collectively, the “Fees”), and in accordance with the payment schedules and other payment terms set forth thereon. You acknowledge that our pricing pages, payment schedules, and other payment terms may be updated from time to time, with or without advance notice to you. If any Fees remain unpaid beyond any applicable due dates, interest will accrue on the unpaid amount at the lesser of one percent per month or the maximum amount permitted by applicable law (“Late Fee”). In the event that you dispute, in good faith, the amount of any Fees, you will remit payment on the undisputed amounts. The Late Fee will not accrue as to any amounts that are the subject of a bona fide dispute unless such amounts are not paid within 30 days after the dispute has been resolved. You acknowledge and agree that, as between us and you, you are solely responsible for paying all applicable customs, duties, sales, use, value added, or other taxes, federal, state, or otherwise, however designated, that are levied or imposed by reason of your access to and use of your User Account, the Portal, and Portal Content, payments made in connection therewith, and other transactions contemplated by this Agreement, excluding only taxes based on our net income, profits, or gross receipts.

You agree to provide us with current, complete, and accurate purchase, payment, and account information. You further agree to promptly update your User Account information, including your email address information related to your authorized payment method, or methods, so that we can complete all payment transactions and contact you, as needed. We bill you through an online billing account for purchases made using your User Account. Sales tax will be added to the price of purchases as deemed required by us. All payments will be stated by us and paid by you in US Dollars. You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your authorized payment method for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your authorized payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any purchase.

FREE TRIALS

From time to time, we may offer you or others who wish to create a new User Account a free trial, for a limited time. At the end of free-trial period, your User Account will be charged according to the purchase, or purchases, you choose to make at the end of the free-trial period.

TERM AND TERMINATION

This Agreement is effective upon your agreement to be bound by its terms and conditions, as manifested by the assent described in the second paragraph above, and expires upon termination of this Agreement in accordance with the provisions set forth in this section.

You are allowed to terminate this Agreement at any time for any reason or no reason by canceling your User Account, as described below.

We are allowed to terminate this Agreement, by canceling or suspending your User Account, (1) in the event you no longer meet the eligibility requirements set forth above; (2) if you or one of your Authorized Users is in material breach of this Agreement and either you or the applicable Authorized User fails to cure the breach within 30 days after we send you written notice of the breach or, due to the nature of your obligation, or obligations, the breach cannot be cured; (3) if you or one of your Authorized Users tortiously or unfairly interferes with our customers, our business relations, or our operations; (4) if you or one of your Authorized Users fails to comply with the terms and conditions set forth in any other agreement between us and you; (5) if you merge with, are acquired by, or sell all or substantially all of your assets and/or capital stock or ownership interests to a third party; (6) if you become insolvent; (7) if you become subject to voluntary or involuntary bankruptcy; (8) if a receiver, trustee, or custodian is appointed for all or a substantial part of your assets; (9) if you make an assignment for the benefit of your creditors, or (10) if you voluntarily or involuntarily dissolve (each, “Cause”). We are also permitted to terminate or suspend this Agreement for Cause if we determine, in our reasonable judgment, that any applicable law, regulation, or ruling prohibits us from offering you access to or use of your User Account, the features and functions of the Portal, or Portal Content to you or one or more of your Authorized Users.

Following termination of this Agreement for any reason, we may delete your User Account and any information associated with your User Account, including any Portal Content, at any time, with or without advance notice. If we cancel or suspend your User Account for any reason, you are prohibited from registering and creating a new User Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of your Employer or another third party. In addition to canceling or suspending your User Account and/or terminating this Agreement, we reserve the right to take appropriate legal action, including pursuing civil and criminal remedies and seeking injunctive relief. If this Agreement is terminated for Cause, you will pay us all reasonable attorney fees, fees related to collections, and related expenses, actually incurred by us in connection with our enforcement of our rights.

The terms, conditions, representations, warranties, limitations, restrictions, duties, obligations, and responsibilities contained in this Agreement that, by their sense and context, are intended to survive the performance and/or termination of this Agreement will survive the completion of such performance and the termination of this Agreement. For the avoidance of doubt, any and all payment obligations that accrue to us pursuant to this Agreement prior to the effective date of its termination are intended to survive, as are all liabilities that accrue to the parties prior to the effective date of termination. However, none of the permissions granted by us to you pursuant to this Agreement are intended to survive.

CANCELING YOUR USER ACCOUNT

You can cancel your User Account at any time by logging into your User Account and electing to cancel. Your cancellation will take effect at the end of any period of time for which you have paid for access to or use of the Portal. If you are unsatisfied with our services, email us at FlightRecorder@pulselabs.ai.

CONFIDENTIALITY

Neither you nor we will use Confidential Information disclosed by the other pursuant to this Agreement other than as necessary to perform our respective duties and obligations or exercise our respective rights pursuant to this Agreement. “Confidential Information” means any information disclosed by either party pursuant to this Agreement that is designated either in writing or orally as proprietary and/or confidential or that a reasonable person would consider to be proprietary and/or confidential under the circumstances. Each party will take all reasonable steps to prevent unauthorized disclosure or use of the other party’s Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons. Neither party will disclose Confidential Information of the other party to any person or entity other than its directors, officers, employees, and other agents and representatives who need access to such Confidential Information in order to affect the intent of this Agreement and who are bound to confidentiality obligations sufficient to enable the receiving party to otherwise comply with its confidentiality obligations under this Agreement. A receiving party will immediately give notice to the disclosing party of any unauthorized use or disclosure of the disclosing party’s Confidential Information.

Notwithstanding the foregoing, the obligations set forth in this section will not apply with respect to any information to the extent that it is: (1) already in the possession of the receiving party without restriction prior to the first disclosure pursuant to this Agreement as shown by records or files; (2) already part of the public knowledge or becomes part of the public knowledge after the time of disclosure other than as a result of any improper action by the receiving party; (3) approved for public release by the disclosing party; (4) required to be disclosed by applicable legal authority (provided that, if practicable, adequate notice and assistance is given by the receiving party to the disclosing party for the purpose of enabling the disclosing party to prevent and or limit the disclosure); or (5) independently developed by either party without use of the Confidential Information from the other party as shown by record or files.

The Parties acknowledge that each has received, and in the future will receive, from third parties confidential or proprietary information subject to a duty on such party’s part to maintain the confidentiality of the information and to use it only for certain limited purposes. The parties owe each other and these third parties, during and after term of this Agreement, a duty to hold this confidential and proprietary information in the strictest confidence and not to disclose it to any person or entity, or to use it except as necessary to meet its obligations pursuant to this Agreement consistent with the disclosing party’s agreements with these third parties.

YOUR DATA

As between you and us, we hereby confirm your ownership of any recordings, content, information, instructions, data, and other materials provided or made available to us by you using the features and functions of the Portal or otherwise pursuant to this Agreement (collectively, “Your Data”).

You represent, warrant, and covenants to us that: (1) Your Data is, and at all times will, be current, accurate, true, lawful, lawfully obtained, and complete; shall not infringe or violate any third party rights; and shall, as applicable, be updated by you as soon as practicable; (2) you have provided all notices and obtained all rights, consents, and authority necessary to (a) provide to us, and for us to use as permitted under this Agreement, Your Data; and (b) obtain or access any data, materials, or other content that you request or order through or in connection with the Portal or otherwise pursuant to this Agreement; (3) Your Data does not contain: (a) protected health information or other information subject to The Health Insurance Portability and Accountability Act of 1996 (or HIPAA) or other relevant law or regulation; (b) information subject to The Sarbanes–Oxley Act (or SOX) or other relevant law or regulation; (c) the Gramm-Leach-Bliley Act (or GLBA) or other relevant law or regulation; or (d) information that falls within the definitions of “special categories of data” or “highly sensitive personal information” under data protection laws.

You understand that, in connection with your access to and use of the features and functions of the Portal, you may be able to share certain elements of Your Data with us. We do not require, nor do we request from you, any non-public personal information (“NPPI”) belonging to, associated with, or controlled by your end users. Any NPPI shared with us is done at your sole discretion, and you are solely responsible for ensuring that you: (1) have obtained all necessary consents to share such NPPI; and (2) do not unnecessarily provide us with your end users’ NPPI. To the extent you share any elements of Your Data with us, including in connection with your access to and use of the features and functions of the Portal, you hereby grants to us permission to use Your Data as reasonably necessary for us to perform this Agreement, offer continued access to and use of your User Account, the Portal, and Portal Content to you and others, and modify and improve the Portal. We will not retain, use, or disclose your end users’ NPPI or any other personally identifiable information or other personal data (as defined by applicable data protection laws) provided by you to us pursuant to this Agreement for any other purpose.

You agree that you will request end user consent if and when you access and use any features or functions of the Portal, if any, that require or enable you to share Your Data with us, one or more of our partners, or other third parties or that otherwise enable you to track information and data about how your end users use your products and services. You will ensure that your privacy policies contain clear statements that explain how such information and data is collected, stored, processed, and shared by you, including in connection with your access to and use of your User Account, the Portal, and Portal Content.

You hereby grants to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to create, process, reproduce, store, display, modify, translate, create derivative works from, distribute, make available and otherwise use Aggregated Data (as defined below) in connection with developing, providing, maintaining, supporting, and improving our current and future products and services; in connection with developing, using, or distributing general analyses or insights; and for any other lawful purpose. “Aggregated Data” means any data that is based on or derived from any data provided or made available by you or an Authorized User using your User Account or the Portal or otherwise pursuant to this Agreement that has been aggregated and de-identified in a manner that does not designate or identify you or your Authorized Users as the source of such data and modified so that it cannot be associated with any specific person or entity.

OWNERSHIP OF THE PORTAL

You hereby agree that, as between you and us, the Portal and all of its features, functions, components, and other proprietary elements, including any and all software, displays, designs, images, graphics, text, data, databases, algorithms, video, and audio (other than Your Data), together with any and all trademarks, service marks, and logos identifying or accompanying the Portal, are owned by us, including any and all intellectual property in or related thereto and any authorized or unauthorized enhancements, updates, upgrades, improvements, translations, adaptations, or other modifications to or reproductions or derivative works thereof. The Portal, including each of the proprietary elements described in the preceding sentence, is the sole property of PulseLabs and/or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws and unfair competition laws of the United States, foreign jurisdictions, and international conventions. PulseLabs, on behalf of itself and its licensors, reserves all rights in this regard.

SOFTWARE AND ACCESS

You are solely responsible for Your Systems (as defined above) and any other software, hardware, network connections, or other systems needed in order for you to access and use the software offered by us that enables you to access and use your User Account and the features and functions of the Portal, including any accompanying documentation (collectively, the “Software”). You accept any and all risk arising out of use or performance of the Software. Further, you are not permitted to reproduce, modify, resell, sublicense, redistribute, decipher, decompile, disassemble, or reverse engineer the Software without our express, written consent, which consent must take the form of a separate, written agreement between you and us.

FEEDBACK

We have not agreed to, and do not agree to, treat as confidential any comments, suggestions, ideas, or feedback provided by you regarding your User Account; the Portal; the Software; the information, data, and materials provided by us to you via the Portal; or any related services provided by us, including feedback on bugs, faults, errors, and non-conformities within or relating to the foregoing or suggestions for improvements to the foregoing or components thereof (collectively, “Feedback”), and nothing in this Agreement or in your dealings arising out of or related to this Agreement will restrict our right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you or your Employer, or provide you or your Employer with any rights in or to any of our products or services. You hereby waive all moral rights to any Feedback, and you hereby warrant that any Feedback you provide is original with you or that you have the right to provide such Feedback to us. You agree that there shall be no recourse against us for any alleged or actual misappropriation of any intellectual property or infringement of any intellectual or other proprietary rights in Feedback that you provide to us.

REPRESENTATIONS AND WARRANTIES

By accessing and using your User Account, you represent and warrant that: (1) you meet the eligibility requirements for accessing and using the Portal set forth above; (2) you have all necessary right, power, and authority to execute, deliver, and perform this Agreement and to perform your obligations pursuant to this Agreement, either on your own behalf or on behalf of your Employer, if applicable; (3) you are authorized to accept this Agreement on behalf of your Employer, if applicable; (4) this Agreement has been duly authorized, executed, and delivered by you, constitutes the legal, valid, and binding obligation of you, and is enforceable against you in accordance with its terms; (5) all registration information you submit to us is true, accurate, current, and complete and will be maintained as such by you; (6) you have not, and will not, access or use your User Account or any features or functions of the Portal or Portal Content for any illegal or unauthorized purpose, and your access to and use of your User Account will not cause us to be in violation of any applicable law or regulation; (7) you have not, and will not, access or use your User Account or any feature or functions of the Portal in a manner that misappropriates the intellectual property or otherwise infringes on the intellectual property rights of any third party; and (8) your actions undertaken in connection with this Agreement do not and will not breach any other agreement to which you are bound. If you breach these representations and warranties, in addition to any other remedies that we may have at law or equity, we will have the right to cancel or suspend your and, if applicable, your Employer’s access to and use of your User Account and refuse to allow you and/or your Employer to access and use any or all of the features and functions of the Portal, including accessing Portal Content, now and in the future.

MANAGEMENT OF THE PORTAL

We reserve the right, but are not obligated, to: (1) monitor your User Account and the Portal for breaches of the terms and conditions set forth in this Agreement; (2) take appropriate legal action against anyone who we believe has violated applicable laws or regulations or otherwise breached the terms and conditions set forth in this Agreement, including reporting such person to law enforcement authorities; (3) in our sole discretion and without advance notice or liability, remove from the Portal or otherwise disable any files or other materials that are in any way burdensome to the Software (as defined above) or the hardware, networks, or other systems that enable the Portal; and (4) otherwise manage the Portal in a manner designed to protect our rights and property and to facilitate the proper functioning of the Portal.

PRIVACY

We care about data privacy and security. Our Privacy Policy posted on our website at https://dashboard.pulselabs.ai/privacy explains how we treat your personal information and protect your privacy. By accessing or using your User Account, you agree that we can use such information pursuant to and in accordance with our Privacy Policy, as it may be updated from time to time. Your User Account, the Portal, the Software, and the information, data, and materials provided to you and others via the Portal are developed, hosted, operated, supported, and maintained by us at our locations in the United States. If you access your User Account from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued access to and use of your User Account, you are transferring your information to the United States, and you expressly consent to have your information transferred to and processed in the United States.

MODIFICATIONS TO THE PORTAL

We reserve the right to update, upgrade, improve, discontinue, and otherwise modify the Portal, the Software, and the features and functions of the Portal at any time, for any reason, and without advance notice, including changes in our pricing. We also reserve the right, but are not obligated, to update, change, remove, and otherwise modify the information, data, and other materials provided to you and others via the Portal at any time, for any reason, and without advance notice. If, following any such modifications, you wish to cancel your User Account, you may do so following the procedures described above. As noted above, your cancellation will take effect at the end of the then-current period of time for which you have paid for access to or use of the Portal. We will not be liable to you, your employer, or any third party for any such modifications.

LIMITED PERFORMANCE WARRANTY

We warrant to you that, during any period in which this Agreement with you remains in effect and subject to the terms and conditions set forth elsewhere in this Agreement and your continued adherence at all times to the limitations, restrictions, representations, and warranties set forth in this Agreement, you will have access to and use of your User Account. Except for the limited performance warranty set forth in this paragraph and to the maximum extent permitted by applicable law, we make no warranties of any kind to you regarding your User Account; the Portal; the Software; Portal Content; the other information, data, and materials provided to you and others via the Portal; or any related services provide to you by us. If you identify a non-conformity that does not comply with this limited performance warranty, you will notify us, and our sole obligation, and your sole remedy, will be for us to use commercially reasonable efforts to correct the non-conformity. Except as otherwise set forth in this paragraph and to the maximum extent permitted by applicable law, your User Account; the Portal; the Software; Portal Content; the other information, data, and materials provided to you and others via the Portal; and any related services provided to you by us are provided strictly on an “as is” and “as available” basis without warranty of any kind, express, implied, or statutory. The express warranties set forth in this Agreement are in lieu of, and we specifically disclaim, all other warranties whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, you specifically acknowledge that we and our licensors make no warranty that your User Account; the Portal; the Software; Portal Content; the other information, data, and materials provided to you and others via the Portal; or any related services provided to you by us will meet your requirements or be error-free or without interruption; that all non-conformities will be corrected; that the Portal will be free of vulnerability to intrusion or attack; or that your specific requirements will be satisfied. You acknowledge we do not control the transfer of information or data over communications facilities, including the Internet, and that the Portal and your access to and use of your User Account may be subject to limitations, delays, and other problems inherent in the use of such communications.

LIMITATIONS OF LIABILITY

Except with respect to a party’s confidentiality and indemnification obligations under this Agreement, neither party will be liable for any indirect, incidental, special, or consequential damages, including damages for loss of profits, revenue, data, or data use, even if advised of the possibility of such damages.

Except with respect to a party’s indemnification obligations pursuant to this Agreement or a party’s gross negligence or intentional misconduct, the aggregate liability of either party, or its licensors, to the other party arising in connection with this Agreement and/or its subject matter, however caused, and on any theory of liability, including contract, negligence, tort, strict liability, warranty, or otherwise, will in no event exceed the total aggregate amount of the Fees paid or payable to us by you pursuant to this Agreement during the period immediately prior to the date on which such liability first arises. Further, your sole remedy in the event of any problem with access to or use of your User Account or the Portal is your reliance on the limited performance warranty set forth in the preceding section.

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Agreement between us and you. This allocation is reflected in the pricing offered by us to you and is an essential element of the basis of the bargain between us and you. Each of these provisions is severable and independent of all other provisions of this Agreement. The limitations in this section form an essential basis for this Agreement and will apply regardless of the failure of any remedy of its essential purpose.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any materials provided via the Portal infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that materials provided via the Portal infringe your copyright, you should consider first contacting an attorney.

LINKS TO THIRD-PARTY WEBSITES

Your User Account and/or the Portal may contain links to third-party sites for your convenience. We are not responsible for the content of such third-party sites and do not make any representations or warranties regarding such sites or their content. Use of or reliance on such third-party sites is at your sole risk.

INDEMNIFICATION

Each party (the “Indemnifying Party”) will defend, hold harmless, and indemnify, at its expense, the other party and its affiliates and each of their respective officers, directors, employees, agents, representatives, independent contractors, consultants, shareholders, licensors, vendors, and suppliers and the successors and assigns of the foregoing (collectively, the “Indemnified Parties”) from and against any liabilities, losses, damages, and expenses, including court costs and reasonable attorney’s fees, arising out of or in connection with any third-party claim (each, a “Claim”) that (1) alleges facts that, if true, constitute a breach of this Agreement by the Indemnifying Party, including, in your case, one of your Authorized Users; or (2) alleges facts that, if true, would constitute a violation of applicable law or regulation by the Indemnifying Party, including, in your case, one of your Authorized Users.

The Indemnifying Party will indemnify the Indemnified Party from each Claim, provided that (1) the Indemnified Party notifies the Indemnifying Party in writing promptly after the Indemnified Party becomes aware of the Claim (provided that the failure to so notify shall not affect the Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, the Indemnifying Party has been actually prejudiced thereby); (2) the Indemnifying Party has sole control of the settlement, compromise, negotiation, and defense of the Claim (provided that the Indemnifying Party may not agree to any settlement that involves injunctive or equitable relief affecting the Indemnified Party or admission of liability by the Indemnified Party without obtaining the Indemnified Party’s prior written consent); and (3) the Indemnified Party provides reasonable cooperation, at the Indemnifying Party’s expense, in the defense and settlement of the Claim. The rights and obligations set forth in this section shall be the Indemnified Party’s sole and exclusive remedy vis-à-vis the Indemnifying Party, and the Indemnifying Party’s sole and exclusive liability to the Indemnified Party, with respect to claims asserted by one or more third parties.

The Indemnifying Party shall have no liability for any Claim that is based on infringement of intellectual property or rights therein or related thereto that, in turn, is based on (1) products or services of the Indemnifying Party that have been modified by parties other than the Indemnifying Party, if such Claim would not have arisen but for such modifications; (2) the Indemnified Party’s use of the Indemnifying Party’s products or services in conjunction with equipment, hardware, devices, software, systems, or data not provided by the Indemnifying Party, if such Claim would not have arisen but for the use of such equipment, hardware, devices, software, systems, or data; (3) failure of the Indemnified Party to install upgrades or patches provided by the Indemnifying Party at no additional cost, if such upgrade or patch would have removed the conditions leading to the Claim; or (4) the Indemnified Party’s use of the Indemnifying Party’s products or services in a manner inconsistent with this Agreement or any applicable documentation accompanying such products or services.

DISPUTE RESOLUTION; MANDATORY BINDING ARBITRATION

Please read this section of this Agreement carefully because it requires you to waive the right to a jury trial, arbitrate certain disputes and claims with us, and limits the manner in which you can seek relief from us. As set forth in this section, no class or representative actions or arbitrations are allowed.

To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (for purposes of this section, individually, a “Party” and, collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. You understand that without this provision, you would have the right to sue in court and have a jury trial. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (collectively, the “Rules”), which are available at the JAMS website at www.jmsadr.com. Your arbitration fees and your share of arbitrator compensation shall be governed by the Rules and, where appropriate, limited by the Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the Rules or applicable law, the arbitration will take place in King County, Washington. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state or federal courts of the State of Washington and the United States of America sitting in King County, Washington, USA, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

In no event shall any Dispute be commenced more than one year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other proceeding; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (3) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

The Parties hereby agree that this Agreement affects interstate commerce and that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action or proceeding, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative action or proceeding, or preside over any action or proceeding involving more than one individual.

The arbitrator and the Parties will maintain the confidentiality of any proceedings, including any and all information gathered, prepared, and presented for purposes of the arbitration or related to the Dispute. The arbitrator will have the authority to make appropriate rulings to safeguard that confidentiality unless the law provides to the contrary.

You may opt-out of the waiver of the right to have certain Disputes resolved in a class action and the waiver of the right to a jury trial described in this section by emailing us at FlightRecorder@pulselabs.ai within 30 days after entering into this Agreement in the manner described herein. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of the terms, conditions, limitations, restrictions, and waivers set forth in this section, and failure to do so as described herein constitutes your consent hereto, including such waivers. If you choose to opt out, please note that all other provisions in this Agreement will remain intact and in full force and effect.

NOTICES

Notices from you to us or us to you shall be in writing and may be sent via email or via the Portal. In any event, you can notify us or send questions, complaints, or claims related to the Portal to us by contacting us using the contact information set forth below. Notices from us to you will be sent to the email address or mailing address provided by you as part of your User Account.

MISCELLANEOUS

This Agreement and any supplemental terms related to your access to and use of your User Account or the Portal that are incorporated into this Agreement constitute the entire agreement and understanding between you and us concerning your User Account; the Portal; the Software; Portal Content; the other information, data, and materials provided to you via the Portal; and any related services provided by us. This Agreement and your access to and use of your User Account, the features and functions of the Portal, and Portal Content are governed by the laws of the State of Washington, USA, without regard to its conflict of laws principles. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is adjudged to be invalid, void, or unenforceable, you and we hereby agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of you and us, and that this Agreement shall in any event otherwise remain valid and enforceable. In no event will either party be deemed in default hereunder based on delay in, or failure of, performance (other than the payment of money) if caused by floods, fires, storms, or other acts of God, by war or acts of public enemy, including terrorism, or civil disturbance, strikes, lockouts, shortage of labor, labor disputes or labor trouble, problems in obtaining raw materials or production facilities, power failure, equipment failure, transportation shortages or failures, actions of any governmental or other authority (including in response to any epidemic or pandemic), or any other cause not within its reasonable control. This Agreement is for the benefit of, and shall be binding upon, us and you. No third party shall be considered a third-party beneficiary hereunder. We may assign any or all of our rights and obligations under this Agreement to others at any time. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. You and we are independent contractors with respect to this Agreement, your User Account, and the Portal. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of this Agreement. You acknowledge and represent that, in accepting this Agreement, you have had the opportunity to seek advice as to your legal rights from legal counsel and that you have read and understood all of the terms and provisions of this Agreement. As such, no ambiguity will be construed against us based upon a claim that we drafted the ambiguous language. Also, this Agreement is in the English language, which language will be controlling, even if interpretations of this Agreement in other languages are made. The headings appearing at the beginning of sections contained in this Agreement have been inserted for convenience only and will not be used to construe or interpret this Agreement. Whenever required by context, a singular term will include the plural, the plural term will include the singular, and the gender of any pronoun will include all genders. References to us and you will include our respective successors and/or permitted assignees. Any references to sections, paragraphs, and clauses are to the sections, paragraphs, and clauses of this Agreement. A reference to days shall mean calendar days and not business days or working days, unless otherwise stated in this Agreement. References to “include” and “including” will not be given a restrictive meaning and will be interpreted “without limitation.” The rights and recourse to remedies set forth in this Agreement will not, under any circumstances, be deemed to be exclusive. As such, each party reserves to it all rights and recourse to remedies afforded by applicable law. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signatures by the parties hereto.

CONTACT US

In order to resolve a complaint regarding access to or use of your User Account or the Portal or to receive further information from us about the Portal, please contact us at:

Pulse Labs AI, Inc.

370 S. 300 E, Suite 107
Salt Lake City, UT 84111
United States

FlightRecorder@pulselabs.ai