Pulse Insights
Terms of Service
Please read these Terms of Service (the "Terms") carefully. They govern your access to and use of the technology solutions provided by Pulse Insights, LLC, including those available at PulseInsights.com (collectively, the "Services").
You and Pulse Insights, LLC may be subject to written agreements in connection with the Services other than these Terms. Examples of such agreements include master services agreements (“MSA”) and statements of work (“SOW”). If there are any conflicts among the terms of an MSA or SOW, in effect between you and Pulse Insights, LLC, and these Terms, the order of precedence shall be as follows: the terms of such SOW, the terms of such MSA, and the terms of these Terms (“the Order of Precedence”).
Pulse Insights, LLC is a Delaware limited liability company, and in these Terms we will reference ourselves as "Pulse Insights" or "we"/"us".
"You" means the organization, business, or the legal entity ("Organization") for which you act. You represent and warrant that (i) you have full legal authority to bind the Organization to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the Organization. Your Organization is legally and financially responsible for your access to and use of the Services as well as for the use of your Services Account by others affiliated with the Organization, including any employees, agents, contractors, or customers. If you are accessing the Services for personal use only (i.e. not in connection with any organization, business, or other legal entity) as indicated by using a personal email to sign up for your Services Account, then all reference to "You" means you as an individual.
Definitions
"Account Information" means information about your Services Account and information that you and your users provide to us in connection with (1) the creation or administration of your Services Account; or (2) our maintenance of your Services Accounts or the Services. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
"Data Protection Laws" means all applicable worldwide legislation relating to data protection and privacy which applies to you in the role of processing User Data under these Terms, including without limitation data protection laws applicable in Europe and the California Consumer Privacy Act, in each case as amended, repealed, consolidated or replaced from time to time.
"Documentation" means provided user documentation relating to the Services found in our help center, as may be updated by us from time to time. Documentation does not include any content published on any other site, community, or pages.
"Early Access Release" means any alpha, beta, developmental, test, experimental, or early-access features of the Services.
"Excluded Claims" mean (1) any amounts owed by you under Fees; (2) your indemnification obligations in these Terms or your breach of Section 3(b); and (3) any claims that may not be capped or limited under applicable law.
"Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements, whether regarding the Services, an Early Access Release, or otherwise.
"Fees" means the fees applicable to your use of the Services in accordance with the applicable package as set forth in our pricing notice included in the Services or on the Site.
"High-Risk Activities" means activities where use or failure of the Services could lead to death, personal or emotional injuries.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within User Data and (ii) is protected as personal data or personally identifiable information under applicable Data Protection Laws
"Sensitive Personal Data" means data subject to heightened privacy or security requirements by law or regulations, including, without limitation, any personal financial or medical information of any nature, or any sensitive personal information (e.g., government issued identification numbers, driver’s license numbers, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials).
"Services Account" means the account(s) registered and opened in order to access and use the Services.
"Subscription Term" means the period during which you have agreed to subscribe to the Services.
"Supplemental Terms" mean any additional terms presented to you from time to time.
"Third Party Login" means your login credentials from a supported third party site or product which are integrated to allow you to access your Services Account.
"Third Party Services" means any third party service, connection, site, platform, application, software or integration that interoperates with the Services.
"Usage Information" means information and data, including metadata, relating to the provision, use, and performance of various aspects of the Services, Third Party Services integrations, and related systems and technologies, including information concerning your use of the various features and functionality of the Services and your Services Account, and analytics and statistical data derived therefrom.
"User Data" means all information that you and your users submit or collect via the Services.
Services Account Registration
Account Registration and Use License. In order to access and use the Services, you must register for a Services Account. You must provide and maintain accurate, current, and complete Account Information. Upon your proper registering for a Services Account and subject to these Terms, Service hereby grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right and license to use the Services during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation.
Eligibility. In order to open and maintain a Services Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of 18 years of age) to enter into contracts under the law of the jurisdiction in which you reside.
Credentials. To set up and use your Services Account, you may either (i) create a user ID and password to access your account; or (ii) use Third Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your Services Account credentials. You agree to immediately notify Service of any suspected or actual unauthorized use of your Services Account. You agree that you are responsible and liable for all uses of the Services under your Services Account, including without limitation, compliance with all applicable laws, and regulations, and third-party terms. You further agree that Service will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Services Account or your Third Party Login credentials.
Fees; Term and Termination
a. Fees. Some Services features may only be accessed and used after payment of applicable Fees. Fees will remain fixed during the initial term of your subscription unless (i) you exceed your applicable limits, (ii) you upgrade your Services, (iii) you subscribe to additional products or services, or (iv) otherwise agreed to. We may also choose to decrease your fees upon written notice to you. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are solely responsible for payment of all such taxes, levies, or duties. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICES PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES. Unless otherwise stated in writing, all Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are solely responsible for payment of all such taxes, levies, or duties.
b. Subscription Term and Auto-Renewal. Your Subscription Term begins once you register for the Services Account, and is the billing cycle you selected for the Services. All fees are due and payable in advance throughout the Subscription Term. UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION PRIOR TO EXPIRATION OF YOUR CURRENT SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN AND FOR A PERIOD EQUAL TO YOUR THEN CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Services continuing to be offered and will be subject to the then-current Fees applicable to the renewed Services.
c. Cancellation and Termination by You. You can cancel any paid plan at any time through your Services Account or by sending an email to support@pulseinsights.com You expressly acknowledge that cancelling or otherwise downgrading your Services may cause the loss of features or other capabilities of your Services, and that Service does not accept any liability for such loss. Service will continue to bill you Fees and you will continue to be responsible for such Fees until Service has confirmed your cancellation or termination. Revoking or suspending any form of payment put on record with Service to pay your Services Account Fees does not constitute cancellation of a paid plan under or termination of your Services Account.
d. Termination and Suspension. We reserve the right to terminate or suspend your Services Account and/or our Services to you at any time and for any reason upon notice to you. If we terminate or suspend your Services Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your Services Account for cause, including (without limitation) for a violation of these Terms.
e. Effect of Termination. Once you terminate your Services Account, Services Account will be deleted. If you do not log in to your Services Account or have any active Services for twenty-four (24) or more months, we reserve the right to designate your Services Account as "inactive" and delete the Services Account and/or all the data associated with it. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
3. Your Use of the Services and Restrictions
a. Account and Use of Services. You may use your Services Account and the Services only (i) for lawful purposes; and (ii) in accordance with these Terms.
b. Prohibited Use. You shall not use or access the Services in violation of these Terms. In addition, you agree not to, directly or indirectly (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services, or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iii) use or access the Services to build or support, and/or assist any third party in building or supporting, products, or services competitive to the Services; (iv) remove any proprietary notices or labels from the Services; or (v) otherwise use the Services outside of the scope of the rights expressly granted herein. You agree to use the Services only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sublicense, whitelabel or assign the Services or use the Services for the operation of a time-sharing service.
c. Your Use of The Services. You acknowledge that (i) you are exclusively responsible for and control the timing, content, and distribution of any communications made or initiated to any person or entity in connection with your use of the Services; and (ii) any such communications are made or initiated only as a result of your actions. You further warrant that all communications made or initiated in connection with your use of the Services comply with all applicable foreign and U.S. federal or state laws and regulations before you make or initiate any communication through the Services.
d. Export Controls. You hereby represent, warrant, and covenant that (i) you understand and acknowledge that components of the Services may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Services in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.
e. Location of the Services. Service operates or controls the operation of the Services from a cloud service located in the United States. In addition, the Services and User Data may be accessed, mirrored, and/or managed from various locations outside the United States.
f. Early Access Program. From time to time, Service may, in its sole and exclusive discretion, allow you to access and use certain Early Access Releases, with your consent. In consideration for receiving access to an Early Access Release, you hereby agree to the following: (i) any feedback, analysis, suggestions, comments, bug reports, or test results that you provide to us regarding such Early Access Release shall be deemed Feedback; (ii) information regarding an Early Access Release shared with you or generated from that Early Access Release, including without limitation, images or recordings of them constitutes Service’s Confidential Information under Section 10 below; (iii) Early Access Releases may only be made available for a limited amount of time and should not be relied upon for any ongoing needs; (iv) Service may, in its sole and exclusive discretion, terminate or discontinue any Early Access Release and/or your specific access to such Early Access Release with or without advance notice; and (v) your participation in using any Early Access Release is solely at your own risk and that no other party, including without limitation, Service, shall have any liability to you in connection with or otherwise related to your use of Early Access Releases. Early Access Releases are made available on an "as is" basis, without warranty, representation or indemnification of any kind, express or implied, and Sections 8(a) and 8(d) below do not apply to Early Access Releases. Certain Early Access Releases may include Supplemental Terms which apply in addition to these Terms. In the event of a conflict between these Terms and the Supplemental Terms, the Supplemental Terms shall govern for that specific Early Access Release.
4. Our Security and Data Privacy Practices
a. Data Privacy. Our Privacy Policy is hereby incorporated into and made a part of these Terms by this reference.
b. Security. We have implemented and maintain physical, technical, and administrative security measures designed to protect the Services and User Data from unauthorized access, destruction, use, modification, or disclosure.
c. Services Extended Team. The Services Extended Team, which include our employees, employees of our Affiliates, and our contractors may assist us in exercising our rights and performing our obligations under these Terms. The Services Extended Team does not include any Third Party Services (defined below in Section 6) or their employees or contractors. We will be responsible for the Services Extended Team’s compliance with our obligations under these Terms.
5. Terms that Apply to Your Data
a. Your Data. You retain ownership of your User Data, including User Data from your accounts with Third Party Services that passes through the Services. By transmitting User Data through the Services, you hereby grant Service a worldwide, non-exclusive, and limited term license to access, use, process, copy, store, distribute, perform, transmit, export, and display User Data and to access your Services Account, as reasonably necessary: (i) to provide, maintain, operate, and update the Services and to provide technical support for the Services; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law. If your Services Account has owners, administrative, or super administrative users, you understand and agree that such users may be able to access, modify, and/or delete (as applicable) your User Data, and other data contained in your Services Account.
b. Your Compliance Obligations. You shall be solely responsible for the accuracy, quality, content, and legality of User Data, and any actions triggered by User Data, including in connection with actions taken by your users that may be dangerous to themselves or others. You represent and warrant that (i) you have obtained all necessary rights, releases, and permissions to transmit User Data through the Services and for any actions triggered by User Data on the Services, and to otherwise use, process, and/or store User Data on the Services used or stored; and (ii) User Data, and its transmission, processing, storage, and use as you authorize in these Terms or through your Services Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third Party Services.
c. No High-Risk Activities or Prohibited Sensitive Personal Data. You may not access or use the Services for any High-Risk Activities or to upload or transmit any Sensitive Personal Data. We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing.
d. Enforcement. We reserve the right, but do not undertake the obligation, to monitor the Services, investigate, and take appropriate action against any party that uses the Services in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any User Data. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Services or other users, we may suspend your access or remove your User Data immediately without notice. We have no liability to you for accepting, removing, or deleting your User Data.
6. Proprietary Rights and Improving the Services
a. Service Services. The Services is made available on a limited access basis, and no ownership rights to the Services are being conveyed to you. We and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Services, including all modifications, updates, upgrades, extensions, components, and all derivative works to the Services. All our rights not expressly granted under these Terms are hereby retained.
b. Feedback. Service welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you.
c. Improving the Services. Notwithstanding anything to the contrary set forth herein or otherwise, Service has the right (but not the obligation) to collect, analyze, and use Usage Information and User Data (to the extent it does not contain Personal Data) to operate, enhance, and improve the Services, for model training, to develop new products or services, and otherwise in connection with our business.
d. Trademarks. Pulse Insights logo, and all Services and Pulse Insight product names are trademarks and/or services marks and third party logos and product names are trademarks and/or service marks are owned by their respective parties. Nothing in these Terms shall be construed as granting any license or right to use any of our or third party trademarks without the applicable prior written consent of us or the owner of the third party trademark. You hereby grant us the right to identify you as a customer of ours and to use your logos and/or trademarks for that purpose.
7. Third Party Services
a. Integrations with Third Party Services. The Services may contain links to and integrations with Third Party Services. Service provides such links to and integrations solely as a convenience, has no responsibility for the content or availability of such Third Party Services, and does not endorse such Third Party Services (or any products or other services associated therewith). Access to any Third Party Services linked to the Services is at your own risk, and Service is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third Party Services. Your use of any Third Party Services is subject to the terms applicable to such Third Party Services. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third Party Services.
b. Linking to Third Party Services. You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third Party Services integration through your Services Account may be shared with that Third Party Services. We may also share your User Data with a specific Third Party Services which you linked to your Services Account in order to prevent or resolve service, security, support, or technical issues related to that Third Party Services.
8. Services Warranty; Indemnification
a. Services Warranty. If you are a paying subscriber to the Services, Service warrants to you that we will provide the Services during the Subscription Term substantially as described in the Documentation under normal use. In the event of any breach of this warranty, your exclusive remedy will be our reperformance of the deficient Services or, if we cannot reperform such deficient Services as warranted, you may terminate your Services Account as set forth above and we will refund a prorated portion of your prepayment. You must notify us in writing of any warranty deficiency within ten (10) days from receipt of the deficient Services in order to receive the foregoing warranty remedy.
b. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICES IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND SERVICE MAKES NO WARRANTY THAT THE SERVICES IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, SERVICE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICES RESTS WITH YOU. SERVICE AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED ON THE SERVICES. SERVICE MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICES WILL BE UNINTERRUPTED, THAT THE, SERVICES WILL BE ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
c. Your Indemnification Obligations. You hereby irrevocably agree to indemnify, defend, and hold us, our affiliates, directors, officers, employees, and agents harmless from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim arising from or related to (i) your breach or alleged breach of these Terms and/or (ii) User Data.
d. Our Indemnification Obligations. If you are a paying subscriber to the Services, Service will defend you against any third party claim brought against you alleging that the use of such paid Services as permitted hereunder infringes any trade secret, United States patent, copyright, or trademark right of a third party, and Service shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (i) promptly give written notice thereof to us; (ii) give us sole control of the defense and settlement of the claim; and (iii) provide to us all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (a) any use of the Services outside the scope of these Terms or the Documentation; (b) User Data; or (c) a combination of the Services with any content or other technology not provided by us.
If Service reasonably believes that the Services may infringe upon a third party's intellectual property rights, then Service may, at its sole option and expense (1) obtain a license that permits you to continue using the Services; (2) modify the Services to make the Services non-infringing without materially reducing its functionality; or (3) replace the Services with a non-infringing, functionally similar alternative. If none of the foregoing are commercially reasonable, in Service’s sole discretion, Service may terminate the applicable Services and issue you a pro-rata refund of Fees for a Services not provided.
e. Sole Rights and Obligations. Without affecting either party's termination rights, this Section 8 states the parties' sole and exclusive remedy under these Terms for any third-party allegations and claims covered by this section.
9. LIMITATION OF LIABILITY
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED HEREIN), NEITHER PARTY NOR THEIR LICENSORS (AND IN THE CASE OF SERVICE, ANY SERVICES EXTENDED TEAM) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE ACTUAL FEES PAID BY YOU TO US DURING YOUR CURRENT PLAN TERM.
b. The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
10. Confidential Information
a. Confidential Information. Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Services. “Confidential Information” is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available 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.
b. Protection and Use of Confidential Information. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Services, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Services and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
c. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
11. Notices
a. Service Notice to You. Service may provide you with notices through the Services portal, or by electronic mail to your e-mail address on record in your Services Account. You are responsible for ensuring that your contact information is both current and accurate in your Services Account.
b. Your Notice to Us. If you have a dispute with us, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to us at:
Pulse Insights, LLC
716 Beacon Street, #590578
Newton Center, MA 02459
Attn: Legal
12. Modifications to Terms
Service may revise these Terms from time to time by posting a modified version of the Terms including their effective date. If we make material changes to the Terms, we will provide you with reasonable notice prior to the new Terms taking effect. By continuing to access or use the Services after the posting of any modified Terms, you agree to be bound by such modified Terms.
13. General
a. Force Majeure. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
b. Assignment. Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
c. Severability; Waiver. If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.
d. No Third Party Beneficiaries. These Terms are intended to be and are solely for the benefit of you and Pulse Insights, and do not create any right in favor of any third party.
e. Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of Delaware without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in New York City, New York, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
f. Entire Agreement. These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. Unless otherwise in accordance with the Order of Precedence these Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and us relating to the subject matter hereof.