These Terms of Service (the “Terms”) describe your legal rights and responsibilities when using the online communication systems, productivity tools and services provided by Sametab, Inc. (the “Services”). These Terms create a legal and binding agreement between Sametab, Inc. (“Pulse” or “we”) and the Customer (as further described below) agreeing to be bound by these Terms. A Customer may be referred to herein as the “Customer” or as “you.” Those persons who access the Services using Customer’s account are referred to herein as the “End Users.”
By using Pulse, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use Pulse. If you are using Pulse on behalf of an organization (such as your employer), you are agreeing to these Terms for that organization, and are indicating that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to that organization.
We may revise the Terms from time to time. If a revision is material, as determined solely by us, we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog, so please check that regularly. The most current version will always be posted on our Terms page. By continuing to use Pulse after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using Pulse.
Your Information and Responsibilities
To use Pulse, you’ll need to create an account, either via Pulse or through your account with a third-party service such as Google. In the latter case, your Pulse account will be created using the information you provided to that service, such as your name and email address and other personal information that your privacy settings on that service permit us to access.
You may use Pulse only if you are 13 years or older and are not barred from using Pulse under applicable law.
You are responsible for safeguarding the password that you use to access Pulse. You are responsible for any activity on your account, whether or not you authorized that activity. You should immediately notify Pulse of any unauthorized use of your account.
By using Pulse, you provide us with text, graphics, images and other information (“your content”). You retain full ownership to your content. Pulse does not claim any ownership rights to your content. However, you are also solely responsible for your content. You indicate that you own or have the necessary rights to all of your content, and that use of your content does not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your content by deleting it. However, in certain instances, some of your content (such as documents created by others that you have contributed to) may not be completely removed and copies of your content may continue to exist on Pulse. We’re not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your content.
Pulse Intellectual Property Rights
Pulse and its licensors exclusively own Pulse, including all associated intellectual property rights. You acknowledge that Pulse is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights or notices incorporated in or accompanying Pulse.
Pulse grants you a limited, non-exclusive, non-transferable license to view, copy, and display Pulse solely in connection with your permitted use of Pulse.
You retain full ownership of all content you submit to the Services (your “Data”). We do not claim any ownership to any of it.
We will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process your Data. These measures are designed to protect the integrity of your Data and guard against the unauthorized or unlawful access to, use, and processing of your Data. However, we will not be liable for any loss or corruption of your Data caused by you or others you have granted access to your Data, or for any costs or expenses associated with backing up or restoring any of your Data.
You agree that we may transfer, store, and process your Data in locations other than your country.
Your Use of the Services
You are solely responsible for your conduct, your Data, who you grant access to your Data and your communications with others while using the Services. You will not, and will not attempt to, use the Services to violate this Agreement, any laws, any of our rights or any rights of another person. You will promptly notify us of any unauthorized use or access to the Services.
If you use any third-party service (e.g., a service that uses the Pulse API) with the Services, we will not be responsible for any act or omission of the third party, including the third party’s access to or use of your Data. We do not warrant or support any service provided by the third party.
If you use the Services for business purposes, we require that you purchase a license to do so. You may purchase a license via credit card through our business portal (self-serve payment portal) or email us at firstname.lastname@example.org to inquire about other payment methods. You authorize us to charge your selected payment method for all applicable fees, including all taxes, related to the required license. You are responsible for providing complete and accurate billing and contact information to us.
IF YOUR ACCOUNT IS SET TO AUTO RENEWAL, WE MAY AUTOMATICALLY CHARGE AT FOR THE RENEWAL, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL OR DISABLE AUTO RENEWAL.
We may revise Service rates, for example, to increase your number of licensed seats or to charge for additional features. We will provide you with notice of any increase.
We may suspend or terminate the Services if fees are past due. Fees are non-refundable except as required by law.
We may disclose on our website or other promotional materials that you use our Services and may include your company name or logo or both in connection with such materials.
Changes to the Services
The Services will continue to evolve as we refine features and functionality. If we change the Services in a manner that materially reduces their functionality, we will inform you.
Third Party Requests
You are responsible for responding to any requests from a third party for records relating to your use of the Services (“Third Party Requests”), including subpoenas, court orders, valid search warrants or any other requests. You are responsible for responding to Third Party Requests via your own access to information. You will contact us only if you cannot obtain such information after diligent efforts.
We will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to promptly notify you of a Third Party Request we have received; to comply with your commercially reasonable requests regarding efforts to oppose the Third Party Request; and to provide you with information you require to respond to the Third Party Request (if you are otherwise unable to obtain the information after diligent efforts). If you fail to promptly respond to any Third Party Request, then we may, but will not be obligated, to respond.
You agree not to do—or attempt to do—any of the following:
- Probe, scan, or test the vulnerability of any Pulse system or network or breach any security or authentication measures;
- Access, tamper with, or use non-public areas of Pulse, Pulse’s computer systems, or the technical delivery systems of Pulse’s providers;
- Decipher, decompile, disassemble or reverse engineer any of the software used to provide Pulse;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing Pulse;
- Access or search Pulse or download any intellectual property from Pulse through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than our publicly supported interfaces;
- Plant malware or use Pulse to distribute malware;
- Send any unsolicited communications, promotions, advertisements or spam;
- Send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
- Post or transmit anything that is fraudulent or misleading, or that infringes on others’ rights;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate the privacy of others;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the above.
Although we’re not obligated to monitor access to or use of Pulse or your content or to review or edit any of your content or the intellectual property of other Pulse users, we have the right to do so for the purpose of operating Pulse, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of your content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of your content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects Pulse. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
We may suspend Pulse or terminate your access to and use of Pulse, at our sole discretion, at any time and without notice to you. For example, we may suspend or terminate your use if you are not complying with these Terms, or use Pulse in any way that would cause us legal liability or disrupt others’ use of Pulse. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately. You may cancel your account at any time by sending an email to email@example.com.
PULSE OR OUR LICENSORS’ INTELLECTUAL PROPERTY ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT PULSE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY OF OUR INTELLECTUAL PROPERTY.
You will indemnify and hold harmless Pulse and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of Pulse or our licensors’ intellectual property; (ii) your content; or (iii) your violation of these Terms.
Limitation of Liability
NEITHER PULSE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING PULSE, INCLUDING OUR LICENSORS, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE PULSE OR OUR LICENSORS’ INTELLECTUAL PROPERTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PULSE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL PULSE’s TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE PULSE OR TO ACCESS YOUR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO PULSE FOR USE OF PULSE OR TWENTY DOLLARS ($20), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PULSE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PULSE AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Pulse agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of Pulse (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Pulse are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Pulse otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Pulse otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Pulse submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Pulse will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Pulse will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Modification” section above, if Pulse changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Pulse’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Pulse in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Pulse and you regarding Pulse, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Pulse and you regarding Pulse, except that if you become a party to Pulse’s Business Agreement, either before or after reviewing these Terms, the terms and conditions of the Business Agreement will govern over any conflicting provisions herein. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Pulse’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Pulse may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Pulse under these Terms, including those regarding modifications to these Terms, will be given: (i) by Pulse via email; or (ii) by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Pulse’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Pulse. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms, please contact us at:
405 Howard Street
San Francisco, CA 94105, United States