Our business name is Pulse Auto Dealer App, Inc, (hereafter “PulseAutoDealerApp” or “Company”). We are Federally incorporated in Canada, with our company headquarters located within the Province of Ontario.
THE FOLLOWING TERMS AND CONDITIONS OF USE AGREEMENT (hereafter “Terms”) governs your use of our website, (hereafter “website”), our Mobile Software Application(s) and other Services we offer our Clients (hereafter “You” or “Client”) and their Customers. It is important that you read these Terms carefully, as your use of our website will automatically constitute your agreement to be legally bound by the Terms set out herein. These Terms also govern your use of the Services provided through, or in connection with, our website (i.e. our Mobile Software Application(s)) and the locations where we offer our Mobile Software Applications. Each time you visit our website, you acknowledge that you have read these Terms and agree to be legally bound by them.
Our Mobile Software Applications for the Apple iPhone, iPad and other devices using the iPhone OS, as well as for the Google Android OS and other OS, to be determined in the future, are collectively referred to as “Mobile Software Applications.”
Clients can access these Terms by typing in the URL address that appears on the Subscription Sign-Up form, and by reading it on their computer monitor, printing it out, downloading it and/or saving it at any time, even after the Terms have been closed.
Client acknowledges and agrees that PulseAutoDealerApp reserves the right to make changes or modifications to the their website and these Terms, without notice. Display of any changes on our website shall constitute effective notice under these Terms, and Client’s continued use of the website and its Services, including its Mobile Software Applications, thereafter, shall constitute Client’s acceptance of such changes or modifications. It is your responsibility to require your Customer’s compliance with these Terms, whenever your Customer downloads and starts to use the Mobile Application.
I. License Grant; Trademark; Copyright
- Company grants Client’s Customers a limited, non-exclusive, personal, non-assignable and non-transferable license, to access, download and use our Mobile Software Applications, provided and expressly conditioned upon your and their agreement that all such access, download and use shall be governed by all of the conditions set forth in these Terms.
- Trademark Notice – PulseAutoDealerApp, our website, as well as additional marks not mentioned here, are registered service marks of Pulse Auto Dealer App, Inc. Other names identified on our website may be the name, trademark, trade name, service mark, logo, symbol or other proprietary designation of PulseAutoDealerApp or a third-party. The use, on our website, of any name, trade name, trademark, service mark, logo, symbol or other proprietary designation or marking of or belonging to any third-party and the availability of specific goods from such third-party through our website, should not be construed as an endorsement or sponsorship by our website of any such third-party or the participation by such third-party in the offering of goods, services or information through our website.
- Copyright Notice – Client acknowledges that all content included on our website, including the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, maps, designs, icons, written and other material (collectively, “Content”), as well as the arrangement and compilation of the Content, are intellectual property and copyrighted works, owned by PulseAutoDealerApp and our website. Reproduction or storage of information or works taken or copied from our website, in any form, whether now existing or developed in the future, are subject to the Copyright Modernization Act of Canada (2012) or other applicable laws, including all applicable international copyright treaties and conventions, including, without limitation, the Berne Convention and the Universal Copyright Convention.
II. The Website
- This website includes:
- Mobile Software Application(s), accessed through the website or other means;
- All documentation, including user guides, operations manuals, instructions and the like, provided to you; and
- Any other video presentations, audio presentations, slideshows, software, products, services, data or information provided by us or obtained through the website.
III. Ownership, Use and Intellectual Property Rights
- The Mobile Software Applications are the valuable, exclusive property of PulseAutoDealerApp, and nothing in these Terms shall be construed as transferring or assigning any ownership rights in such property to Client, their Customers or any other person or entity. Ownership of this website, our Mobile Software Applications and any documentation or information, shall remain, at all times, with PulseAutoDealerApp. The Mobile Software Applications is protected by contract and intellectual property law, including domestic and international copyright law. All intellectual property rights in this website and the Mobile Software Applications belong to PulseAutoDealerApp.
- Client or Client’s Customers may not remove, alter or obscure any copyright, legal or proprietary notice in, or on, any portion of the Mobile Software Applications. Client may store in the memory of his/her/its computer, and may manipulate, analyze, reformat, print and/or display, for Client’s use only, the information received or accessed through this website, pursuant to these Terms. Unless separately and specifically authorized in writing by an officer of PulseAutoDealerApp, Client may not sell, rent, lease, sub-license, distribute, transfer, copy, reproduce, publicly display, publish, adapt, store or time-share, the Mobile Software Applications, any part thereof, or any of the information received or accessed from them, to or through any other person. PulseAutoDealerApp expressly reserves any rights not granted to Client in these Terms.
- These Terms, and the limited license rights granted hereunder, shall remain in full force and effect, unless terminated or canceled for any of the following reasons:
- Immediately, by PulseAutoDealerApp, for any unauthorized access or use by Client, including, without limitation, concurrent access of the Mobile Software Applications by multiple users, utilizing identical user names and passwords or any other access or use of the Mobile Software Applications, except as expressly provided in these Terms;
- Immediately, by PulseAutoDealerApp, if you assign or transfer (or attempt to assign or transfer) any rights granted to you under these Terms;
- Immediately, by PulseAutoDealerApp, if you fail to abide by the rules and regulations relating to the use of, or tamper with, or alter any of the software and/or data files contained in, or accessed through, this website or our Mobile Software Applications;
- Immediately, by PulseAutoDealerApp, if you transmit or receive, using the website (or cause the transmission or receipt of) any pornographic, obscene, disparaging, defamatory, or libelous information of any nature or form, whatsoever, with respect to any other Client, company, or any other person or business entity (PulseAutoDealerApp, in its sole discretion, shall determine whether any information transmitted or received violates this provision);
- Immediately, upon discontinuance of this website or the Mobile Software Applications; or
- Immediately, by PulseAutoDealerApp, if you violate any of the other conditions of these Terms.
- In the event of termination, pursuant to paragraph IV (A) (1-4, 6), no refunds will be made.
- Termination or cancellation of these Terms shall not affect any other right or relief to which PulseAutoDealerApp may be entitled, whether at law or in equity. Regardless of the reason for cancellation or termination of Client’s account:
- All rights granted to you will terminate and revert to PulseAutoDealerApp;
- As requested by PulseAutoDealerApp, you agree to erase and destroy any copies of the Mobile Software Applications you and your Customers have made; and
- You agree to certify to PulseAutoDealerApp your compliance with these requirements, in writing, upon our request.
THE PROVISIONS CONTAINED IN THE LIABILITY SECTIONS OF THESE TERMS SHALL SURVIVE TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL PULSEAUTODEALERAPP BE LIABLE FOR ANY LOSS OR INJURY, INCLUDING ANY FUTURE MONETARY LOSSES DUE TO YOUR OR YOUR CUSTOMER’S USE OF THIS WEBSITE OR THE MOBILE SOFTWARE APPLICATIONS OR ANY OTHER SERVICES OBTAINED FROM US.
V. Subscription, Payment and Service Description
- Clients are required to submit the Subscription Sign-Up Form and pay the required fees, prior to being included in our Client Network, which will allow Client and their Customers to download our Mobile Software Applications described below.
- The minimum Subscription period is for One (1) year, and will be renewed on the anniversary date, unless Client provides us with a thirty- (30) day notice, that it wishes to discontinue our Service.
- Client agrees that all Subscription information provided is accurate, true and complete. We may terminate your registration if any of the information you provide is found to be inaccurate, false or incomplete.
- Client can review the Mobile Application Software description, located in the Subscription Sign-Up form.
VI. Communicating with PulseServices
Feedback regarding the website, its use or application, can be submitted to [email protected].
VII. Uses Not Permitted
- Use of this website or our Mobile Software Applications, as described below, is prohibited. These descriptions are guidelines and are not intended to be exhaustive or all-inclusive.
- Illegal/Criminal Activity – This website and the Mobile Software Applications may not be used in connection with criminal or civil violations of state, provincial, territorial, federal, or international laws, regulations, or other government rules or requirements. Such violations include theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property; fraud; forgery; theft or misappropriation of funds, credit cards, or personal information; and threats of physical harm or harassment.
- Security Violations– This website and the Mobile Software Applications may not be used in connection with attempts, whether successful or not, to violate the security of a network, service, or other system. Examples of prohibited activities include hacking, cracking into, monitoring, or using systems without authorization; scanning ports; conducting denial of service (DoS) attacks; and distributing viruses or other harmful software. Client and its Customers are solely responsible for maintaining the security of their electronic devices and to prevent their use by others in a manner that violates these Terms. Client is responsible for taking corrective actions on vulnerable or exploited devices to prevent continued abuse.
- Threats – This website and the Mobile Software Applications may not be used to transmit materials of a threatening nature, including threats of death or physical harm, harassment, libel, or defamation.
- Offensive Materials– This website and the Mobile Software Applications may not be used for the distribution of offensive materials, including obscene, pornographic, indecent, or hateful materials. Further, Client agrees to adhere to the following requirements:
- Client may not provide, communicate or otherwise distribute, content that:
- Violates any right of PulseAutoDealerApp or its affiliates;
- Interferes with or causes an interruption of this website or our Mobile Software Applications;
- Uploads or transmits viruses or other harmful, disruptive or destructive files, material or code; or
- Disrupts, interferes with, or otherwise harms or violates the security of this website or our Mobile Software Applications;
WARNING: ANY VIOLATION OF THESE POSTING RULES THAT INVOLVES CRIMINAL CONDUCT OF ANY KIND WILL BE REFERRED TO LAW ENFORCEMENT AUTHORITIES UPON NOTICE RECEIVED BY PULSEAUTODEALERAPP.
- Client may not provide, communicate or otherwise distribute, content that:
- Violations of these Terms may result in immediate suspension or termination of your account, immediate temporary or permanent filtering, blocked access or other action appropriate to the violation, as determined by PulseAutoDealerApp, in its sole discretion, without refund.
- When feasible, it is PulseAutoDealerApp’ preference to give notice so that violations may be addressed voluntarily. However, we reserve the right to act without notice, when necessary, as determined by us, and in our sole discretion. PulseAutoDealerApp may involve, and will cooperate with, law enforcement, if criminal activity is suspected. Violators may also be subject to civil or criminal liability under applicable law. Refunds or credits are not issued in connection with actions taken for violations of these Terms.
VIII. Personal Information
- By submitting the Subscription form, and using this website or our Mobile Software Applications, or e-mailing us, you and your Customers will be supplying us with “personal information.” We collect this to administer and help you and your Customer use our website and our Services, make contact about postings and generally, keep in touch with you and your Customer. It is your responsibility to require your Customer’s compliance with these Terms, whenever your Customer downloads and starts to use the Mobile Application.
- PulseAutoDealerApp may release your personal information when we believe such action is necessary or appropriate to comply with the law (such as a subpoena, warrant or court order), to enforce these Terms, to protect our rights or property, or if Company believes that an emergency involving immediate danger of death or serious physical injury to any person requires disclosure of communications or justifies immediate disclosure of records.
IX. Delays in Products; Force Majeure
Any delays in, or failure of, performance by PulseAutoDealerApp, (including its officers, directors, employees, agents, representatives and subcontractors, as well as locations where our Mobile Software Applications are downloaded for use by Clients’ Customers) shall not give rise to any claims for damages, or any loss or liability, if and to the extent caused by interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, or occurrences beyond PulseAutoDealerApp’ control, including but not limited to acts of governmental authority, weather, fire, floods, explosions, acts of God, strikes or other concerted acts of workers, riots, armed conflicts, acts of war, or sabotage. PulseAutoDealerApp shall have no responsibility to provide you access to this website while its interruption, due to any such or similar causes, shall continue.
X. Client and Their Customer’s Equipment
- Client and its Customers shall provide and maintain all of their own electronic devices necessary to access this website or our Mobile Software Applications, and the costs of any such devices and/or internet connections or use, including any applicable taxes, shall be borne solely by Client or its Customers.
- Canceling an Order – PulseAutoDealerApp generally processes orders immediately after they are placed and no refunds are available. As agreed to in the Subscription Sign-Up form, the minimum term of Service is one (1) year. If Client is paying fees on a monthly basis, Client agrees that the minimum fee, covering the balance of twelve (12) months of Service, will be due upon termination.
XI. Warranty Disclaimer
- Client and its Customers acknowledge that some of the information provided through this website or our Mobile Software Applications, is compiled from sources that may be beyond the control of PulseAutoDealerApp. Though such information is recognized by the parties to be generally reliable, Client and its Customers acknowledge that inaccuracies may occur and PulseAutoDealerApp does not warrant the accuracy or suitability of the information or Mobile Software Applications for any particular purpose. The information and the Mobile Software Applications are provided by PulseAutoDealerApp, for Client’s and its Customer’s personal use only. Information on this website does not constitute advice of any kind. PulseAutoDealerApp shall not be liable for any errors, inaccuracies or delays in content or for any actions taken by Client or its Customers, in reliance thereon.
- CLIENT ACKNOWLEDGES THAT THIS WEBSITE AND OUR MOBILE SOFTWARE APPLICATIONS ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS” BASIS. PULSEAUTODEALERAPP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. FURTHER, PULSEAUTODEALERAPP DOES NOT REPRESENT OR WARRANT:
- THAT THIS WEBSITE OR OUR MOBILE SOFTWARE APPLICATIONS WILL MEET CLIENT REQUIREMENTS OR ARE SUITABLE FOR ITS NEEDS;
- THAT THE ACCESS OR USE OF THIS WEBSITE OR OUR MOBILE SOFTWARE APPLICATIONS WILL BE ERROR-FREE, OR
- THE ACCURACY OF ANY DATA OR INFORMATION IN, OR PROCESSED THROUGH, THIS WEBSITE OR OUR MOBILE SOFTWARE APPLICATIONS OR THE RESULTS OF ANY SUCH PROCESSING.
- CLIENT AND ITS CUSTOMERS ARE SOLELY RESPONSIBLE FOR ALL DECISIONS MADE IN CONNECTION WITH SUCH DATA, INFORMATION AND RESULTS, AND FOR VERIFYING THE ACCURACY OF SUCH DATA, INFORMATION AND RESULTS FROM INDEPENDENT SOURCES.
XII. Limitation of Liability; Disclaimer of Consequential Damages
PULSEAUTODEALERAPP SHALL NOT BE LIABLE TO CLIENT, IT CUSTOMERS OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, LIABILITY, COST OR EXPENSE SUFFERED OR INCURRED IN CONNECTION WITH THE USE OF, OR PARTICIPATION IN, THIS WEBSITE, ITS CONTENT, OR OUR MOBILE SOFTWARE APPLICATIONS.
CLIENT ACKNOWLEDGES THAT PULSEAUTODEALERAPP (INCLUDING ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND VENDORS WHERE OUR MOBILE SOFTWARE APPLICATIONS ARE AVAILABLE) SHALL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR OUR MOBILE SOFTWARE APPLICATIONS FOR ANY PURPOSE WHATSOEVER, EVEN IF PULSEAUTODEALERAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE PROVISIONS, IF THERE SHALL, AT ANY TIME, BE OR ARISE, ANY LIABILITY ON THE PART OF PULSEAUTODEALERAPP, BY VIRTUE OF THESE TERMS OR BECAUSE OF THE RELATIONSHIP THEREBY ESTABLISHED, WHETHER DUE TO THE NEGLIGENCE OF PULSEAUTODEALERAPP OR OTHERWISE, SUCH LIABILITY IS AND SHALL BE LIMITED TO TEN DOLLARS (USD$10.00), AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. CLIENT ACKNOWLEDGES AND AGREES THAT PULSEAUTODEALERAPP WILL USE REASONABLE EFFORTS TO ASSURE THAT NO VIRUSES OR PROGRAMS WITH SIMILAR FUNCTIONS OPERATE ON, OR ARE PASSED THROUGH, THIS WEBSITE OR THE MOBILE SOFTWARE APPLICATIONS. HOWEVER, CLIENT AND ITS CUSTOMERS HEREBY ASSUME ALL RESPONSIBILITY (AND HEREBY HOLDS PULSEAUTODEALERAPP HARMLESS) FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION ON CLIENT’S, OR THEIR CUSTOMERS’, EQUIPMENT, BY WHATEVER MEANS CLIENT OR ITS CUSTOMERS DEEM MOST APPROPRIATE FOR THEIR NEEDS. THE PROVISIONS CONTAINED IN THIS LIABILITY SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
CLIENT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, PULSEAUTODEALERAPP (INCLUDING ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND VENDORS WHERE OUR MOBILE SOFTWARE APPLICATIONS ARE AVAILABLE) FOR, AND AGAINST ANY AND ALL CLAIMS BROUGHT BY ITS CUSTOMERS, OR PERSONS OR ENTITIES OTHER THAN THE PARTIES TO THESE TERMS, ARISING FROM OR RELATED TO CLIENT’S OR ITS CUSTOMERS’ ACCESS TO, AND USE OF, THIS WEBSITE OR OUR MOBILE SOFTWARE APPLICATIONS.
XIV. Export Control
Client agrees that it is not in a country where such export of information, such as that contained on this website, is prohibited or that Client is a person or entity to which such export is prohibited. Client is responsible for compliance with the laws of its local jurisdiction regarding import or export of the information contained in this website and its access software.
XV. No Conflicting Terms
If there is any conflict between these Terms, any help text, manuals or other documents relating to this website or our Mobile Software Applications, these Terms shall govern, whether such documents are prior or subsequent to, this Agreement, or is signed or acknowledged by any director, officer, employee, representative or agent of PulseAutoDealerApp.
XVI. Attorney’s Fees
If PulseAutoDealerApp takes action (by itself or through its representatives) to enforce any of the provisions of these Terms, including collection of any amounts due hereunder, in addition to all sums to which it is entitled or any other relief, at law or in equity, PulseAutoDealerApp shall be entitled to recover and Client agrees to pay, reasonable and necessary attorney’s fees and all costs of any litigation.
XVII. Governing Law; Limitations; Venue
These Terms and the Agreement it creates, shall be governed by the laws of Canada and the Province of Ontario, excluding any conflicts of laws principle. To the extent allowed by applicable law, any claims or causes of action arising from, or relating to, Client’s access and use of this website or our Mobile Software Applications, contemplated by these Terms, must be instituted within six (6) months from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action may only be brought in the appropriate Provincial Court in Ontario, and Client agrees to submit to the exclusive personal jurisdiction of such Court.
If any provision of these Terms is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce the remainder of the Terms and this Agreement.
XIX. Data Protection
- PulseAutoDealerApp recognizes that any information provided by Client is extremely important and we shall, therefore, be particularly sensitive in handling such data. That is why we employ state-of-the-art, 256-bit encryption, provided by Network Solutions’ EV SSL (Secure Sockets Layer). This SSL technology provides the highest level of security currently available for secure transactions on the Internet. Also, we have a dedicated IP (Internet Protocol) address, just for the SSL and have additional safeguards provided through our e-commerce software.
- Client is advised that there are inherent security risks in transmitting data, such as emails or personal information, via the Internet, because it is impossible to completely safeguard against unauthorized access by third parties. Nevertheless, PulseAutoDealerApp shall do what is reasonable to safeguard Client’s data, subject to this cautionary limitation.
- In particular, personal information will be transmitted via the Internet only if it does not infringe upon third party rights, unless the respective party has given prior consent in view of such security risks.
- Accordingly, PulseAutoDealerApp shall not be held liable for any damages incurred as a consequence of such security risks or for any related acts of omission.
- Clients may not assign this Agreement without the prior written consent of Company.
- Company may assign its rights and delegate its obligations under this or any other Agreement(s) (including the Client Sign-Up Agreement) entered into with Client, without the consent of Client.
- Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the parties. Any purported assignment other than as provided in this paragraph shall be void.
XXI. Section Titles
The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect.
XXII. Contact Information
Please contact PulseAutoDealerApp by sending an email to: [email protected]. You may also telephone us at 416-970-2300.
XXIII. Entire Agreement
These Terms, and the Subscription Sign-Up form, constitute the entire agreement between the parties, regarding the subject matter hereof, and no other agreement, as to such subject matter, written or oral, exists.
THESE TERMS WERE LAST UPDATED ON FEB 7, 2020.