Pulse Labs Platform Terms of Service

These Platform Terms of Service (“Platform Terms of Service”) form a legally binding agreement between Pulse Labs AI, Inc., a Delaware corporation with offices at 370 South 300 East, Salt Lake City, Utah 84111, USA (“Pulse Labs,” “we,” “us,” and “our”) and you, as a paid or unpaid subscriber or other authorized user of our Platform (as defined in Section 1.1 below) (“you,” “yourself,” and “your”).

Please read these Platform Terms of Service carefully, including the mandatory binding arbitration provision in Section 21 below. If you do not agree with any of the terms, conditions, limitations, restrictions, responsibilities, obligations, representations, or warranties set forth in these Platform Terms of Service, do not register for, subscribe to, or otherwise access or use the Platform.

AGREEMENT SUMMARY (READ CAREFULLY)

1. THE PLATFORM

We host, operate, support, and maintain the Platform.

1.1 Definition of the Platform

Unless the context indicates otherwise, the term “Platform,” as used in these Platform Terms of Service, refers to: (1) the products, services, tools, systems, technology, resources, features, and functions (including any enhanced features or functions and premium products, services, tools, systems, technology, or resources) that we make available to you and other Users, from time to time, as part of the Platform (each, a “Tool”); (2) any services we offer to perform for you and other Users, from time to time, in connection with your or their authorized access to and use of the Platform, either directly or indirectly through one or more partners or agents (each, a “Service”); (3) the Software (as defined below) that we make available to you and other Users, from time to time, in connection with your and their authorized access to and use of the Platform; and (4) all information, materials, and other content related to the foregoing (collectively, the “Content”). The term Platform refers to the Platform, as a whole, as well as each individual element of the Platform.

For the avoidance of doubt, the Platform includes all updates, upgrades, modifications, improvements, and enhancements that we elect to make to the Platform and make generally available, from time to time, to you and other Users (each, a “Platform Update”). For the avoidance of doubt, Platform Updates are subject to the terms of these Platform Terms of Service.

1.2 Definition of Software

Unless the context indicates otherwise, the term “Software,” as used in these Platform Terms of Service, refers to the following, to the extent made accessible to you and other Users of the Platform: (1) software applications (in object code, executable form, or another machine-readable format), including mobile applications; (2) user interfaces, workflows, libraries, software development kits (or SDKs), source code and other human-readable code, frameworks, application programming interfaces (or APIs), scripts, tools, code snippets, plug-ins, and agents; (3) machine-learning or artificial intelligence models (including model weights, architectures, embeddings, and related model artifacts), and any inference, orchestration, or evaluation tooling; (4) any updates, upgrades, improvements, enhancements, modifications, patches, or new releases of any of the foregoing; and (5) any documentation, instructions, guidelines, manuals, or other materials provided for use with any of the foregoing.

1.3 Definition of Users

Paid and unpaid subscribers to, and other authorized users of, the Platform are referred to in these Platform Terms of Service, along with you, as “Users.”

1.4 Downloadable Elements of the Platform

We may provide you with elements of the Platform, such as SDKs, mobile applications, or other elements of Software to be used solely in connection with the Platform (each, a “Downloadable Element”). Downloadable Elements, including updates, upgrades, and new releases of Downloadable Elements, are part of the Platform and generally subject to the terms of these Platform Terms of Service. Downloadable Elements also may be subject to Supplemental Terms (as defined in Section 4.1 below). An example are the FlightRecorder™ SDK Terms posted by us at https://www.pulselabs.ai/flightrecorder-sdk-terms, which govern your access to and use of the FlightRecorder SDK, a Downloadable Element of the Platform. Except as otherwise set forth in these Platform Terms of Service or any applicable Supplemental Terms, you may download; copy a reasonable number of times (as necessary to facilitate use of the Platform) provided copies can only be shared with authorized Users; install; configure; and use Downloadable Elements strictly in connection with your authorized access to and use of the Platform. If you install a mobile application as part of your use of the Platform, you consent to receiving mobile application notifications.

1.5 Elements of the Platform that Match Clients and Agents

Certain elements of the Platform offer Services pursuant to which certain Users interested in conducting studies, surveys, and related tasks via the Platform (each, a “Client” and each such study or survey, a “Project”) are able to match up with certain Users of the Platform willing, and authorized by Pulse Labs, to use the Platform, including Tools, Software, and other elements thereof, to assist such Clients with Projects (each, an “Agent”). Projects typically are performed using a panel of individuals who agree, or have agreed, to engage in certain studies, surveys, and related tasks via the Platform (each, a “Panelist”). Additional terms, conditions, limitations, restrictions, responsibilities, obligations, representations, and warranties govern matching of Clients and Agents (“Matching”), as set forth in Section 9 below.

Users who act as Agents also must agree to the Agency Agreement posted as one of the Supplemental Terms at https://www.pulselabs.ai/, including those Users who are individuals and agents or other representatives of an organization or entity (e.g., an officer or employee of a company that acts as an Agent).

Users who also act as Panelists must agree to the Panelist Agreement posted as one of the Supplemental Terms at https://www.pulselabs.ai/.

For the avoidance of doubt, certain Projects in which you may opt to participate as a Panelist may be sponsored directly by Pulse Labs, meaning that such Projects will not involve a Client, as that term is defined above.

2. AGREEMENT TO THESE PLATFORM TERMS OF SERVICE

2.1 Agreement to be Bound

By registering for, connecting with, subscribing to, purchasing, enrolling with, or otherwise accessing or using the Platform or any element thereof, you accept and agree to be bound by these Platform Terms of Service, including the provisions below that (1) allow us, in certain circumstances, to cancel, suspend, or otherwise place limits on your access to and use of the Platform or certain elements thereof and (2) require you to resolve disputes with us by mandatory binding arbitration involving a class action waiver.

2.2 Legally Binding on You and Any Organization or Entity You Represent

As mentioned above, these Platform Terms of Service form a legally binding agreement between you and Pulse Labs concerning your access to and use of the Platform. In the event that you purport to be an agent or other representative of an organization or entity (e.g., an officer or employee of a company) or in the event that you otherwise, in fact, act on behalf of such an organization or entity, you hereby acknowledge and agree that references in these Platform Terms of Service to “User,” “you,” “yourself,” and “your” include such organization or entity, as the case may be. Each of you and us are a “Party,” and may be referred to, collectively, as the “Parties.”

2.3 Your Affiliates

If you are an organization or entity, you may have one or more affiliates, such as a parent organization or company (each, a “User Affiliate”). A User Affiliate that wishes to access and use the Platform, including any elements thereof, must enter into these Platform Terms of Service separately with Pulse Labs by separately acquiring access to and use of the Platform. This creates a separate agreement between the User Affiliate and Pulse Labs. Neither you nor any User Affiliate has any rights under each other’s agreement with us, and breach or termination of any such agreement is not breach or termination of any other.

2.4 If You Do Not Agree to These Platform Terms of Service

You agree that by registering for, connecting with, subscribing to, purchasing, enrolling with, or otherwise accessing or using the Platform, or any element thereof, you have read, understood, and agree to be bound by these Platform Terms of Service on behalf of yourself and any organization or entity you represent. If you do not agree to all of the terms of these Platform Terms of Service, do not access or use the Platform or any element thereof. Except for certain kinds of disputes specifically described in Section 21 below, you agree that disputes arising under these Platform Terms of Service will be resolved by mandatory, binding, individual arbitration, and by accepting these Platform Terms of Service, you and we are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under these Platform Terms of Service. Your rights will be determined by a neutral arbitrator and not a judge or jury. Please see Section 21 for more information.

3. ELIGIBILITY TO ACCESS AND USE THE PLATFORM

3.1 Age Limits

The Platform is intended for persons, whether individuals or representatives of an organization or entity, who are at least 18 years old (or the age of majority in the jurisdiction in which they reside). Persons under the age of 18 (or the applicable age of majority) are not permitted to access or use the Platform.

3.2 Eligible Territories

You acknowledge and understand that the Platform is designed, developed, hosted, operated, supported, maintained, and otherwise offered by us in or from the United States and controlled and offered by us from our facilities in the United States. The Platform is not intended for use by any person, organization, or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that would subject Pulse Labs to any registration requirement within such jurisdiction or country.

More specifically, the Platform is intended for persons and entities physically located in the geographic regions listed in the Global Eligibility List below (each, an “Eligible Territory”). By accessing or otherwise using the Platform, you represent and warrant that you are located in an Eligible Territory and not located in any excluded jurisdiction or country.

Global Eligible Territory List: The Eligible Territories are all EU Member States, Australia, Brazil, Canada, Egypt, India, Indonesia, Japan, Mexico, New Zealand, Philippines, Singapore, South Korea, Thailand, United Kingdom, United States, and Vietnam.

Persons or entities who choose to access or use the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Pulse Labs reserves the right to verify location via IP address analysis and VPN/proxy detection. Pulse Labs reserves the right to immediately exclude access for or use by any person or entity found to be accessing or using the Platform from jurisdictions outside the Eligible Territories.

3.3 Export Controls

You represent and warrant that you (and, if applicable, any organization or entity you represent) are not (1) located in a jurisdiction or 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. You represent that you will comply with all US export control laws and the export control laws in your local jurisdictions and country.

3.4 If You Do Not Meet the Eligibility Requirements

By accessing or using the Platform, you represent and warrant that you (and, if applicable, any organization or entity you represent) meet all eligibility requirements. If you (or such organization or entity) do not meet any such requirement, you must not access or use the Platform. We reserve the right to cancel, suspend, or otherwise limit your access to and use of the Platform, if you fail to comply with any of these eligibility requirements.

4. SUPPLEMENTAL TERMS

4.1 Agreement to Be Bound By Supplemental Terms

From time to time, we may post or publish, as part of the Platform, supplemental terms of use; terms of service; online agreements, statements of work, work orders, order forms, appendices, addenda, or exhibits; rate sheets or pricing tables; payment terms or payment instructions; or other documents that govern your access to and use of certain elements of the Platform (each, “Supplemental Terms”). Supplemental Terms, to the extent posted or published as part of the Platform, or an element thereof, are expressly incorporated into these Platform Terms of Service by reference for the purposes for which they are intended (namely, to govern your access to and use of applicable Platform elements as part of your authorized access to and use of the Platform, including in the case of Matching). Your continued access to and use of the Platform, including the applicable Platform elements, following notice of Supplemental Terms, including any modifications thereto, will constitute your acceptance of them. If you do not agree to Supplemental Terms as they are introduced, including modifications thereto as they occur, you will immediately discontinue accessing or using all applicable Platform elements.

4.2 Separate Written Agreements Between You and Us

Supplemental Terms also may include express terms and conditions agreed upon and set forth in a separate, written, and signed agreement between Pulse Labs and you or an organization or entity you represent (each, an “Additional Agreement”). If there is a conflict between the terms, conditions, limitations, restrictions, responsibilities, obligations, representations, or warranties set forth in an Additional Agreement signed by Pulse Labs and you (or an organization or entity you represent), the terms, conditions, limitations, restrictions, responsibilities, obligations, representations, and warranties set forth in that Additional Agreement will supersede those set forth in these Platform Terms of Service, but only to the extent of such conflict and only as long as that Additional Agreement is countersigned by an authorized signatory of Pulse Labs.

5. MODIFICATIONS TO THESE PLATFORM TERMS OF SERVICE

We reserve the right to modify the terms, conditions, limitations, restrictions, responsibilities, obligations, representations, and warranties set forth in these Platform Terms of Service, including any Supplemental Terms, at any time and in our sole discretion; provided, that, in the event that we make such modifications, including introducing any such Supplemental Terms or modification thereto, we will endeavor to notify you the next time that you access the Platform and allow you to review and accept the modifications or newly introduced Supplemental Terms, as the case may be, prior to continuing. The most current version of these Platform Terms of Service will be posted at https://www.pulselabs.ai/, and we will update the “Last updated” date at the top of these Platform Terms of Service.

6. ACCESS TO AND USE OF THE PLATFORM

6.1 Permission to Access and Use the Platform

Subject to the terms, conditions, limitations, and restrictions set forth in these Platform Terms of Service, we hereby grant to you, during the term of the agreement represented by these Platform Terms of Service, permission to access and use your User Account (as defined in Section 6.2 below) on any Internet-enabled device that you (or, if applicable, the organization or entity you represent) own or control solely for the purpose of accessing and using, on a non-exclusive, non-transferable, non-sublicensable basis, the Platform, as we make it available to you via your User Account, and in accordance with any accompanying instructions, guidelines, documentation, or subscription plan, solely for your own lawful business purposes and not for the purpose of any onward external distribution or dissemination of the Platform, or any element thereof (whether for commercial or non-commercial purposes). The foregoing permission, or license, to access and use the Platform includes a license to download or install any elements of Software that we make available for you to download and install using your User Account, but you may use such elements of Software without modification or redistribution and only for the purposes set forth herein. You are not permitted to transfer or sublicense the permissions or licenses granted by us to you pursuant to this Platform Terms of Service, including transferring access to or use of your User Account internally to other officers, employees, contractors, agents, or representatives of an organization or entity you represent, without our express authorization. You are also not permitted to reproduce, modify, aggregate, republish, resell, sublicense, redistribute, re-disseminate, download, or install the Platform, including any element thereof, except as otherwise expressly permitted by these Platform Terms of Service or applicable Supplemental Terms, without our express, written consent, which consent must take the form of a separate, written, and signed agreement executed by an authorized signatory of Pulse Labs.

6.2 User Account

In order to access and use most elements of the Platform, you will need to register with us and create a user account (each, a “User Account”). In the event that you are an agent or other representative of an organization or entity (e.g., an officer or employee of a company), you and other agents and representatives of the organization or entity each may be allowed to create User Accounts. In that event, references in these Platform Terms of Service to “User Account” include all such associated User Accounts, collectively, unless otherwise expressly noted or the context clearly indicates otherwise. To create a User Account, you will be required to provide certain information and establish authentication credentials, including a password. You agree to provide accurate, current, and complete information during creation of your User Account and to update such information to keep it accurate, current, and complete. As set forth in Sections 8 and 18.3 below, we reserve the right to terminate the agreement represented by these Platform Terms of Service and, in certain circumstances, cancel, suspend, terminate, or otherwise place limits on your access to and use of User Account, at any time and for any reason or no reason. That includes circumstances in which information provided by you, at the time of your User Account creation or later, proves to be inaccurate, not current, or incomplete. User Accounts assigned by us may be assigned to individual persons. You acknowledge that, in the case of User Accounts assigned to individual persons, each User Account is only for use by the assigned individual and is not transferable to any other individual (e.g., other officers, employees, contractors, agents, or representatives of an organization or entity you represent), and you agree that neither you nor any individual associated with you will create more than one User Account in order to access and use the Platform. You are responsible for maintaining the confidentiality of your User Account and authentication credentials and are responsible for the access to and use of your User Account and the Platform by anyone using your authentication credentials. You may not share authentication credentials with anyone else or otherwise permit anyone other than yourself to access or use the Platform using your User Account or your authentication credentials. You will immediately notify us of any unauthorized use of your User Account or the Platform that comes to your attention.

6.3 Responsibility for Systems Needed to Access and Use the Platform

You are solely responsible for the software, devices or other hardware, network connections, and other systems needed in order for you to access and use your User Account and the Platform, other than Tools and Software that we include as elements of the Platform.

6.4 Beta Versions of the Platform.

We may provide you with access to and use of new Tools; Software; or other features, functions, products, services, systems, technology, or resources that may contain ideas about such offerings that are not yet generally available to all potential Users (each, a “Beta Version”). We may suspend, limit, or terminate your or other Users’ access to a Beta Version at any time. You agree that Beta Versions are our Confidential Information and agree not to disclose any information about any Beta Version to any third party or use the Beta Version other than for your internal testing and evaluation purposes and otherwise in accordance with these Platform Terms of Service. You agree that we are under no obligation to make any portion of any Beta Version generally available in a new release of the Platform, or any element thereof, and that we make no representations or warranties of any kind, whether express or implied, with respect to the performance, availability, functions, or general release of any Beta Version.

6.5 Bringing Your Own Participants

Pulse Labs may permit certain Clients and Agents to recruit their own Panelists (“BYO Participants”). If you are a Client or Agent who elects to recruit BYO Participants for a Project, you represent, warrant, and agree that: (1) you have obtained all necessary approvals, consents, and authorizations to do so; (2) each such BYO Participant will provide genuine responses in the course of the Project; and (3) each such BYO Participant will fully complete the Platform’s registration flow and accept all applicable terms and conditions governing participation as a Panelist in the applicable Project, including, without limitation, the Panelist Agreement posted as one of the Supplemental Terms at https://www.pulselabs.ai/.

BYO Participants shall be excluded from receiving any communications regarding general Platform participation, including Pulse Voices panels or future Project opportunities. Pulse Labs will implement technical controls to enforce this exclusion. 

Upon closure of the Project for which a BYO Participant was originally recruited, BYO Participants may, at their next Platform login, voluntarily opt-in to the Platform's general research panel to access future Project opportunities.

6.6 Private Proprietary Panels

Pulse Labs may, by mutual written agreement, including a written statement of work attached to such agreement, permit certain Clients to use the Platform for Projects involving a “Private Proprietary Panel” of BYO Participants (e.g., the Client’s employees; exclusive of Client’s customers). BYO Participants recruited to participate on Private Proprietary Panels are excluded from general participation in other Projects conducted via the Platform, general access to and use of the Platform, and recruitment for Pulse Voices™ until the Project that uses the Private Proprietary Panel is complete, as defined in the statement of work attached to the applicable written agreement (“Project Completion Date”). 

BYO Participants introduced via a Private Proprietary Panel shall be excluded from receiving any communications regarding general Platform participation, including Pulse Voices panels or future Project opportunities. Pulse Labs will implement technical controls to enforce this exclusion. 

Upon closure of the Project for which a BYO Participant was originally recruited, BYO Participants may, at their next Platform login, voluntarily opt-in to the Platform's general research panel to access future Project opportunities.

6.7 Development, Training, and Improvement of AI and Machine-Learning Models

Pulse Labs may use deidentified, anonymized, or aggregated data that is comprised by Panelist Information, as that term is defined in the Panelist Agreement (collectively, “AI Training Materials”), to develop, train, and improve its proprietary AI and machine-learning models (“Pulse Labs AI Models”). You hereby grant Pulse Labs a perpetual, irrevocable, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, analyze, modify, and otherwise exploit such AI Training Materials for the purpose of developing, training, and improving Pulse Labs AI Models. You acknowledge that Pulse Labs AI Models may incorporate AI Training Materials into Pulse Labs AI Models in such a manner as to render it highly difficult or functionally impossible to delete or erase such content, feedback, information, or data. You acknowledge and agree that we have no obligation to fulfill a request to delete, correct, modify, or otherwise process AI Training Materials that have been integrated into Pulse Labs AI Models in such a manner as to render it highly difficult or functionally impossible to delete, correct, modify, or erase. By accessing and using the Platform, you consent to the risk of such use and processing of AI Training Materials related to you. If you do not wish to assume such risks, you should not access or use the Platform and should immediately terminate this Agreement.

6.8 Self-Service Tools and Services

Pulse Labs may provide self-service Tools or other self-service features and functions (each, a “Self-Service Tool”) that allow Users to independently manage Projects, design studies, design surveys, define tasks, and utilize AI-assisted analysis tools. You agree to use all Self-Service Tools only for your own lawful business purposes consistent with their intended purpose and without attempting to reverse engineer. Self-Service Tools are provided “as is” without warranties of any kind. Pulse Labs does not guarantee results and is not liable for data loss or research methodology errors. You agree to indemnify Pulse Labs from any claims arising from your access to and use of Self-Service Tools.

6.9 Browser Extensions Tools

The Platform may include additional Tools that consist of one or more browser extensions that observe, capture, and record your interactions, as a Panelist, with the applications targeted during Client-commissioned Projects and also facilitate submission of those interactions in furtherance of such Projects (each, a “Browser Extension Tool”). Browser Extension Tools are designed to observe, capture, and record your interactions with targeted applications, which may include, but are not necessarily limited to, activity logs and interaction data within the application; content generated or exchanged within the application during the session, such as conversation transcripts or similar outputs; feedback you provide in connection with the session; and audio content generated or reviewed as part of the session. At the conclusion of or during the session, you will be prompted to submit the captured data to Pulse Labs. By submitting, you acknowledge that the full content of your session activity logs, interaction data, audio and other content, conversation transcripts, output, and feedback will be collected and processed by Pulse Labs on behalf of the Client who commissioned the applicable Project, and will be shared with and controlled by that Client. You are responsible for ensuring that any of the foregoing observed, captured, recorded, created, and/or transmitted during the session or following the session does not include personal information of third parties without their consent. You agree to use Browser Extension Tools only for your own lawful business purposes consistent with their intended purpose and without attempting to reverse engineer. Browser Extension Tools offered by third-party providers are governed by their own terms of service and privacy policies. Pulse Labs' data collection is limited to what is observed, captured, and recorded by the Browser Extension Tool on your device and does not extend to data captured, stored, or otherwise held by any third-party provider of a Browser Extension Tool. You are advised to uninstall the Browser Extension Tool from your device during any periods when you are not participating as a Panelist in a Project. Browser Extension Tools are provided “as is” without warranties of any kind. You agree to indemnify Pulse Labs from any claims arising from your access to and use of Browser Extension Tools. Data captured via Browser Extension Tools during sessions, including activity logs, interaction data, audio and other content, conversation transcripts, output, and feedback constitutes AI Training Materials (as defined in Section 6.7 above), unless Pulse Labs expressly specifies otherwise for a particular Project.

6.10 No Poaching

To protect the Platform’s core operational stability, Users agree not to, directly or indirectly, solicit, induce, or attempt to hire or engage any employee or contractor of Pulse Labs during the term of their use of the Platform and for a period of one (1) year thereafter.

6.11 Free and Open Source Software

The Platform may contain elements that are licensed from third parties under terms and conditions of a free or open source software license. To the extent you modify, combine, redistribute, or contribute to such elements, whether authorized or unauthorized by us, you acknowledge that the terms of the free or open source license may apply in place of certain terms of these Platform Terms of Service.

6.12 No Guarantee of Business Outcomes

Nothing in these Platform Terms of Service and nothing in any of our statements to you shall be construed as a promise or guarantee of specific outcomes for you or your business. We make no such promises or guarantees. Our statements, including statements concerning possible outcomes for you, your business, or any of your products or services merely reflect opinions or estimates made at the time of such statements based on the information available to us at that time.

6.13 High-Risk Activities

You will not use the Platform or any of its elements in connection with or in any high-risk, hazardous environments requiring fail-safe performance or any activities where their use or failure could lead to death, personal injury, or environmental damage, including life-support systems, emergency services, nuclear facilities, autonomous vehicles, aircraft navigation or control systems, weapons systems, or air traffic control systems (collectively, “High-Risk Activities”). You acknowledge that the Platform, expressly including any and all Tools and Software, are not designed or developed for High-Risk Activities and are not intended to meet any legal obligations associated with High-Risk Activities. Therefore, notwithstanding anything else in these Platform Terms of Service, we will have no liability to you for any use of the Platform or any element thereof in connection with or in High-Risk Activities.

7. FEES; CHARGES; AND PAYMENTS

7.1 Platform Fees Owed to Pulse Labs for Access To and Use of the Platform

Unless we expressly advertise that a newly introduced element of the Platform is being offered, for a limited time, for free, you will be charged a fee, or fees, to access and use the Platform and its elements (each, a “Platform Fee”). The amount of any Platform Fees will be presented to you at the time that you initially create your User Account or otherwise opt to access use an applicable element of the Platform. You agree to provide us with current, complete, and accurate purchase, payment, billing, and account information. You further agree to promptly update any such information, including any information related to your authorized payment method, or methods, so that we can complete all invoicing, payment, and billing transactions promptly and contact you, as needed. All payments will be stated by us and paid by you in US Dollars (USD). We may change our fees, rates, or prices at any time (it being understood that we will not apply such changes to you retroactively). You agree to pay all charges 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 purchases from us. Except as otherwise expressly set forth in these Platform Terms of Service, all Platform Fees and other amounts paid by you to us pursuant to this Agreement are non-refundable. If one or more of your purchases are subject to recurring charges, then you consent to our billing you or otherwise 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 of such recurring charges. To cancel any recurring charges, contact as at support@pulselabs.ai. We reserve the right to correct any errors or mistakes in charges, even if we have already requested or received payment. We also reserve the right to refuse any purchase made using your User Account. If any elements of the Platform are provided by us to you for free, for a limited time, those features, functions, and elements are provided on an “as-is” and “as-available” basis without any warranties of any kind.

7.2 Payment Terms Generally

Depending on how you and other Users choose to use the Platform, at different times, you may receive payments, you may be obligated to make payments, or both. Below is a summary of the payment terms generally associated with most common forms of payments owed and received by users of the Platform (except as otherwise set forth in these Platform Terms of Service or applicable Supplemental Terms, including any applicable statements of work if you use the Platform as an Agent):

Payments by Users to Pulse Labs (for Panelist incentives): Prior to Project launch

Payments by Clients to Pulse Labs and Agents (pursuant to Matching, Platform engagement and other purchases, and/or professional services): Net 30-day terms

Remittances by Pulse Labs to Panelists (including on behalf of Clients): Net 21-day terms after completion of the applicable Project and validation of the applicable Results (as defined below).

Remittances by Pulse Labs to Agents (in connection with Matching and/or professional services): Net 45-day terms

Further details regarding certain categories of payments owed and received pursuant to these Platform Terms of Service are set forth below in this Section 7 and also in Section 9. Also refer to any applicable Supplemental Terms.

7.3 Payment Terms Related to Platform Fees Owed to Pulse Labs

At the time that you make any purchase or enroll in any subscription, we will notify you of the timing of your payment owed to Pulse Labs (e.g., the Platform Fees you owe to us). At a minimum, you hereby agree to pay all fees owed to us within 30 calendar days after your receipt of an invoice or payment notice from us (i.e., net 30-day terms), which include invoices and payment notices, if any, that are provided to you via the Platform. In any event, unpaid fees are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.

7.4 Taxes

Sales taxes; value added taxes; goods and services taxes; or similar government fees, taxes, and surcharges (each, a “Tax”) may apply. Taxes that we are required by applicable law to collect and remit will be added to the price of purchases and subscriptions, as deemed required by us. You, on the other hand, are solely responsible for identifying and paying all Taxes that are imposed on you upon or with respect to the transactions and payments under these Platform Terms of Service (and any penalties, interest, or other additional charges arising from such Taxes). Upon request, you will provide such information to us as we reasonably require in order to determine whether we are obligated to collect Taxes from you. We will not collect any Taxes for which you furnish us a properly completed exemption certificate or a direct payment permit certificate.

7.5 Third-Party Payment Providers

Acceptance and payment of funds between you and us may be performed using one or more designated third-party payment processors (each, an “Authorized Payment Processor”). Authorized Payment Processors and the methods of payment processing offered by such Authorized Payment Processors on the Platform (each, an “Authorized Payment Method”) will be determined by us in our sole discretion. The Authorized Payment Processor and Authorized Payment Method that Users use in connection with each transaction will be designated by the User at the time of completing the transaction or in connection with such User’s creation and maintenance of its User Account. We do not guarantee, at any given time, the availability of any Authorized Payment Method or the services of any Authorized Payment Processor, and we reserve the right to add, cancel, or otherwise change Authorized Payment Processors and Authorized Payment Methods at any time. Your use of an Authorized Payment Method is subject to any terms, conditions, limitations, or restrictions imposed by the Authorized Payment Processor that offers that Authorized Payment Method (each, a “Payment Agreement”) and may be modified by the Authorized Payment Processor from time to time. Your use of an Authorized Payment Method is conditioned upon your compliance with the applicable Payment Agreement, and if the applicable Payment Agreement expires or is terminated, canceled, or suspended by the Payment Processor, you may not be able to use the Platform or you may have your User Account terminated or suspended.

7.6 Payments by Clients to Agents Pursuant to Matching

As described in Section 1.5 above and in greater detail in Section 9 below, Clients and Agents may use the Platform for Matching (as defined in Section 1.5 above), in which case Clients may owe payments to Agents. The terms governing payments owed by Clients to Agents in connection with Matching is addressed in Section 9 below.

7.7 Payments by Clients and Agents to BYO Participants

As described in greater detail in Section 6.5 above, Pulse Labs may permit certain Clients and Agents to recruit their own Panelists, who are referred to herein as BYO Participants. In the case of BYO Participants, the following terms related to payments, charges, and Taxes will apply.

(1) Direct Payment Option: The Client or Agent, as the case may be, may choose to compensate BYO Participants directly, outside of the Platform's Designated Payment System (as defined in Section 9.5 below). In such cases, the applicable Client or Agent agrees to the following terms. No Commission: Pulse Labs takes no commission on such payments made to the BYO Participants. Payment and Tax Obligations: The applicable Client or Agent is solely responsible for payments to the BYO Participants. Taxes: The applicable Client or Agent is solely responsible for the calculation, collection, reporting, and remittance of Taxes and compliance with any other laws or regulations arising from such payments. Proof of Payment: In such cases, Clients and Agents must provide proof of payment to Pulse Labs upon our request.cl

(2) Platform Facilitation Option (10% Commission): The Client or Agent, as the case may be, may choose to have Pulse Labs facilitate payment to BYO Participants on such Client’s or Agent’s behalf through the Designated Payment System (as defined in Section 9.5 below). In such cases, the applicable Client or Agent agrees to the following terms. Advance Funding: The applicable Client or Agent shall pay BYO Participants in advance via the Designated Payment System. Commission: Pulse Labs will charge the Matching Commission described in Section 9.3 below. The Matching Commission will be automatically invoiced to the applicable Client or Agent and deducted using the Designated Payment System. Authorization: In accordance with Section 9.3 below, the applicable Client or Agent authorizes Pulse Labs to use the Designated Payment System to distribute the resulting balance, after deducting the Matching Commission, upon fulfillment of the applicable release conditions, which may include, but not be limited to, the completion of the applicable Project. Taxes: The applicable Client or Agent is solely responsible for any obligations related to calculating and reporting of Taxes arising from payment to BYO Participants recruited by such Client or Agent.

7.8 Chargeback and Reversal Policy

Filing a chargeback or requesting a refund or reversal with your Authorized Payment Processor related to a payment processed through the Platform, including any payments made via the Designated Payment System (as defined in Section 9.5 below) is a material violation of these Platform Terms of Service. Mandatory Dispute Resolution: Users must first attempt to resolve issues through the internal dispute process. Consequences: If a User files a chargeback or requests a refund or reversal, their Pulse Labs account will be immediately suspended until the full balance of the chargeback, refund, or reversal has been repaid.

8. PROHIBITED CONDUCT

You will not access or use your User Account or the Platform for any purpose other than that for which we intend them to be used and for which they are designed and developed by us. Neither your User Account; the Platform; nor any related Tools, Services, Software, Content, or other products or services, may be used for any purpose other than your own lawful business purposes, as described in greater detail in Section 6.1 above. In addition to the other limitations, restrictions, representations, and warranties set forth in this Section 8 and elsewhere in these Platform Terms of Service, you agree that you will not, without our express, written consent (which consent must take the form of a separate, written, and signed agreement executed by an authorized signatory of Pulse Labs): (1) reproduce, modify, make derivative works of, decipher, decompile, disassemble, or reverse engineer the Platform or any elements thereof, as applicable; (2) modify or remove any copyright notices or other proprietary rights notices of Pulse Labs or its licensors or suppliers in or accompanying your User Account, the Platform, or any elements thereof; (3) access or use your User Account or the Platform in any manner that violates any applicable laws, including laws protecting copyrights, trademarks, or other intellectual property and laws concerning sanctions or export controls; (4) make your User Account or the Platform available in any manner to any third party for use by the third party in the third party’s business or other operations, other than an organization or entity you have expressly represented to us that you represent as an agent or other representative (e.g., as an officer or employee); (5) access or use (or permit third parties to access or use) your User Account or the Platform if you are a competitor of ours or otherwise access or use (or permit third parties to access or use) your User Account or the Platform in order to build or support any products or services competitive with the Platform (including any Tool or Software) or any of Pulse Labs’ other products, tools, and services; (6) inaccurately or falsely represent your current location, your demographic location, your address, your employer, or otherwise inaccurately or falsely represent yourself to us; (7) circumvent, disable, or otherwise interfere, directly or indirectly, with any security-related features of your User Account or the Platform, including any features that prevent or restrict the use, downloading, redistribution, and/or reproduction of information, data, or other materials (including Tools and Software) provided to you and others via the Platform; (8) engage in unauthorized framing of or linking to your User Account or the Platform; (9) interfere with, disrupt, or create an undue burden on the Platform (including Tools and Software) or any of the devices, hardware, networks, or other systems that we own or control; (10) 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 Platform by us or others or modifies, impairs, disrupts, alters, or interferes with the access to or use, features, functions, hosting, operation, support, or maintenance of the Platform; (11) use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses your User Account or the Platform, or using or launching any unauthorized script or other software; or (12) knowingly take any action that would cause the Platform or any element thereof to be placed in the public domain. You hereby acknowledge and agree that, if we determine that your access to or use of your User Account or the Platform constitutes an activity prohibited by these Platform Terms of Service or otherwise exceeds reasonable limits, including those described in this Section 8, we reserve the right to cancel, suspend, or place limits on your access to and use of your User Account and the Platform, including, for example, imposing velocity limitations on your usage, if and to the extent that we deem such limitations reasonable or necessary. You are solely responsible for making sure that your access to and use of your User Account and the Platform is in compliance with all applicable laws, rules, and regulations.

9. ADDITIONAL TERMS RELATED TO MATCHING

As noted in Section 1.5 above, use of the Platform by Clients and Agents for Matching is governed by additional terms, conditions, limitations, restrictions, responsibilities, obligations, representations, and warranties set forth in this Section 9.

9.1 Limited Role as Electronic Venue

Pulse Labs acts solely as an electronic venue to facilitate Matching between Users who are Clients and those who are Agents, including, without limitation, any related procurement, invoicing, and/or use of the Designated Payment System (as defined in Section 9.5 below). For the avoidance of doubt, Pulse Labs is not a party to the business relationship, contractual or otherwise, formed between a Client and an Agent for the provision of services using the Platform. Further, we are not an employer of, agent of, or joint venturer with any User, including any Clients or Agents

9.2 Disclaimer Regarding Manual and Automated Matching

The Platform facilitates introductions between Clients and Agents (i.e., Matching) for engagements related to Clients’ Projects. Initial Phase (Manual Matchmaking): During the current operational phase, Matching is performed manually by Pulse Labs personnel pursuant to Supplemental Terms comprising Appendix A - Manual Matchmaking Phase. Future State (Automated Matching): In the event we offer automated Matching on the Platform in the future, such as Matching based on algorithmic criteria, Pulse Labs makes no guarantees of the suitability of any particular match. Transition: Pulse Labs may transition between manual and automated matching methods at its discretion with reasonable notice to Users.

9.3 Payments by Client to Pulse Labs and Agents in Connection with Matching

In the case of Matching, the applicable Client will agree to the compensation owed to the applicable Agent in consideration for the services to be performed by the Agent in connection with each applicable Project, including the conditions that must be met in order for funds paid by the Client to be released to the Agent. As described in greater detail in Section 9.5 below, payments are facilitated by Pulse Labs using the Designated Payment System.

9.4 Matching Commission

In the case of Matching, Pulse Labs charges a commission on all payments by Clients to Agents (each, a “Matching Commission”). The Matching Commission is equal to ten percent (10%) of the gross amount paid by Clients and remitted to Agents, in each case, by and through the Designated Payment System (as defined in Section 9.5 below). You agree that Pulse Labs will automatically deduct the Matching Commission from the gross amount paid by you, as a Client, to Agents before remitting the resulting balance to the applicable Agent.

9.5 Invoicing and Payments; Non-Custodial Position

Pulse Labs’ role is primarily to issue invoices and manage the process associated with deducting the Matching Commission in return for Clients’ and Agents’ access to and use of the Platform. All invoicing, deductions, and payments are managed by Pulse Labs solely through the “Designated Payment System.” Funds remain segregated from Pulse Labs’ general operating capital. Pulse Labs is authorized by each User to use the Designated Payment System to: (1) issue invoices for Platform Fees; (2) deduct Matching Commissions from Platform Fees; and (3) remit the resulting balance of the Platform Fees to the applicable Agent and/or Panelists, as the case may be, each case, upon fulfillment of any and all applicable release conditions.

9.6 Non-Circumvention & Liquidated Damages

Clients and Agents introduced to one another through the Platform agree not to circumvent the Platform’s billing and payment system (i.e., exclusive use of the Designated Payment System) for a period of two (2) years following the Client’s and Agent’s last interaction on the Platform. Liquidated Damages: You agree that in the event of a breach of this Section 9.5, you will pay to Pulse Labs, as liquidated damages, an amount equal to 25% of the estimated total value of each project in connection with which you breach, or have breached, this Section 9.5, or a fixed conversion fee, which, in either case, constitute a reasonable estimate of lost Matching Commission.

10. FEEDBACK

We have not agreed to, and do not agree to, treat as confidential any comments, suggestions, ideas, or feedback provided by you, individually or on behalf of any organization or entity you represent, regarding your User Account; the Platform, or any element thereof; the information, data, and materials provided to you via the Platform; or any related products, tools, or services provided by us (collectively, “Feedback”), and nothing in these Platform Terms of Service or in your and Pulse Labs’ dealings arising out of or related to these Platform Terms of Service will restrict our right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you or any organization or entity you represent, or provide you or any organization or entity you represent with any rights in or to any of our products, tools, 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.

11. MANAGEMENT OF THE PLATFORM

We reserve the right, but are not obligated, to: (1) monitor your User Account and access to and use of the Platform for breaches of the terms, conditions, limitations, and restrictions set forth in these Platform Terms of Service; (2) take appropriate legal action against anyone who we believe has violated applicable laws or otherwise breached these Platform Terms of Service, including reporting such person to law enforcement authorities; (3) in our sole discretion and without prior notice or liability, remove from the Platform or otherwise disable any assets, files, or other content or materials that are in any way burdensome to the Platform; any relevant Platform elements, such as Tools or Software; or the devices, hardware, networks, or other systems that enable the Platform; and (4) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform for us, you, and other Users.

12. MODIFICATIONS TO THE PLATFORM

We reserve the right to update, upgrade, improve, discontinue, and otherwise modify the Platform, including individual elements thereof, such as Tools, Software, Services, and Content, at any time, for any reason, and without prior notice, including changes in our pricing (it being understood that we will not apply pricing changes to you retroactively). We also reserve the right, but are not obligated, to update, change, remove, and otherwise modify the information, data, and other content and materials provided to you and others via the Platform at any time, for any reason, and without prior notice. If, following any such modifications, you wish to cancel your User Account, you may do so following the procedures described in Section 17.2 below. We will not be liable to you or any third party for any such modifications.

13. CONFIDENTIAL INFORMATION, PERSONAL DATA, AND PRIVACY

13.1 Confidential Organizational, Business, Commercial, and Technical Information

“Confidential Information” means any organizational, business, commercial, or technical information in whatever form that is disclosed by one Party to the other Party and that would be regarded as confidential by a reasonable person, including all business, statistical, financial, marketing, and personnel information; customer or supplier details; know-how; designs; trade secrets; or software of the disclosing Party or any information that is marked as “Confidential.” Confidential Information does not include any information that (1) was publicly known and made generally available in the public domain at the time of disclosure; (2) became publicly known and generally available to the public after disclosure to receiving Party without breach of these Platform Terms of Service; (3) was lawfully received by receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (4) was known to receiving Party or its employees or agents without such restrictions prior to its receipt from disclosing Party; (5) was independently developed by receiving Party without use of or reference to such Confidential Information; (6) was generally made available to third parties by disclosing Party without such restriction; or (7) is required to be disclosed by receiving Party pursuant to judicial order or other compulsion of law, provided that, in the latter case, receiving Party will provide to disclosing Party prompt notice of such order and comply with any protective order imposed on such disclosure. The receiving Party has the burden of proof in establishing that any one or more of the above-listed exceptions applies.

During the term of the agreement represented by these Platform Terms of Service, in connection with the performance hereof, either Party may receive Confidential Information from the other Party. Each Party agrees that it will comply with the following obligations: (1) the receiving Party will keep the Confidential Information secret; (2) the receiving Party will not, in any manner whatsoever, provide the Confidential Information to third parties, unless the receiving Party has received prior permission in writing from the disclosing Party; and (3) the receiving Party will only use the Confidential Information in connection with its performance of these Platform Terms of Service.

If the agreement between you and us represented by these Platform Terms of Service is terminated, or the disclosing Party requests, the receiving Party will comply with the following obligations, except as otherwise directed by the disclosing Party: (1) the receiving Party will return all Confidential Information to the disclosing Party; (2) the receiving Party will destroy and/or permanently delete all reproductions of Confidential Information; and (3) the receiving Party will confirm in writing that all Confidential Information has been returned and that all reproductions of Confidential Information have been destroyed and/or permanently deleted.

Each Party agrees that it will not, at any time, disclose to any third party, except its professional representatives or advisers with a need to know such Confidential Information or as required by law, any Confidential Information of the other Party. The receiving Party will be responsible for ensuring that any such representatives or advisors to whom they disclose Confidential Information are aware of the confidential nature of the Confidential Information and comply with the receiving Party’s obligations of confidentiality pursuant to this Section 13.

If either Party breaches its confidentiality obligations pursuant to this Section 13, the other Party shall be entitled to seek equitable relief to protect its interests in the Confidential Information, including, but not limited to, injunctive relief, in addition to any and all other rights and remedies available at law or equity.

13.2 Personal Data

Our Privacy Policy is posted on our web site at https://www.pulselabs.ai/privacy. It discloses the Personal Data that Pulse Labs collects as a controller and how we use it. “Personal Data” means information processed under this Agreement (1) relating to an identified or identifiable natural person or (2) defined as “personal data” or “personal information” under data protection laws applicable to processing under this Agreement. By accessing or using the Platform, you affirm that you have read our Privacy Policy and understand the policies outlined in it, so please review it carefully. 

The Platform and any User Account you create with us are designed, developed, hosted, operated, supported, maintained, and otherwise offered by us in the United States. If you use your User Account or otherwise access and use the Platform from the European Union, Asia, or any other region of the world with laws or other requirements governing the collection, use, storage, processing, or disclosure of Personal Data that differ from applicable laws in the United States, then through your continued access to and use of the Platform, you are transferring any applicable Personal Data to the United States.

The Parties acknowledge that data privacy laws of jurisdictions may grant you certain rights as a data subject, including the right to opt out of the processing of your Personal Data, the right to delete or correct your Personal Data, and such other rights as described in our Privacy Policy. Notwithstanding the foregoing, you acknowledge and agree that your Personal Data may be used in the testing and processing of data using artificial intelligence (or AI) products, services, and models, including the testing and training of the Pulse Labs AI Models that make the Platform a useful tool for you, as a User. Such products, services, and models may incorporate your Personal Data in such a manner as to render it highly difficult or functionally impossible to delete or erase such data. By entering into these Platform Terms of Service and accessing and using the Platform, you accept the risk of such collection, use, storage, and processing of your Personal Data. If you do not wish to assume such risks, you should not access or use the Platform, and you should immediately terminate these Platform Terms of Service.

If you have any questions about the use, collection, storage, or processing of your Personal Data, including to test and train the Pulse Labs AI Models that make the Platform a useful tool to you, as a User, contact us at support@pulselabs.ai.

13.3 Processing of Client Personal Data

A Data Processing Agreement is attached to these Platform Terms of Service as Attachment A – Data Processing Agreement (“DPA”). The DPA defines Client Personal Data and is incorporated by reference into these Platform Terms of Service.

As between Pulse Labs and Clients (see definition in Section 1.5 above), each Client is the controller of Client Personal Data (as defined in the DPA) created in the course of Projects commissioned by such Client. To the extent any such Client Personal Data is shared with Pulse Labs, Pulse Labs is a processor of such Client Personal Data, not the controller.

Pulse Labs and Clients agree to comply with the terms of the DPA when collecting, using, transferring, or otherwise processing Client Personal Data.

If you are a Client and you have questions about the collection, use, transfer, or processing of Client Personal Data or the terms and conditions set forth in the DPA incorporated by reference into these Platform Terms of Service, contact us at support@pulselabs.ai.

14. INTELLECTUAL PROPERTY

14.1 Definition of Intellectual Property Rights

“Intellectual Property Rights” means any and all intellectual and proprietary rights in and to copyrights; trademarks, service marks, trade names, trade dress, logos, and the goodwill therein; domain names; patents and patent applications; know-how; trade secrets; and confidential information, including, for the avoidance of doubt, moral rights; publicity rights; and rights in names, images, and likenesses, that may exist now or in the future in any part of the world, in all cases whether or not registered or registrable.

14.2 Ownership of User Property

As between you and Pulse Labs, you will own the results reported to you in connection with each Project that you undertake as a User or commission as a Client using the Platform (“Results”). Further, as between you and Pulse Labs, you will remain at all times the owner of any copyrights; trademarks, service marks, trade names, trade dress, logos, or the goodwill therein; domain names; patents or patent applications; know-how; trade secrets; or Confidential Information designed, developed, or created by you prior to you entering into these Platform Terms of Service or, if designed, developed, or created by you after you have entered into these Platform Terms of Service, designed, developed, and created by you independently of these Platform Terms of Service and without use of, reproduction of, or reference to any Pulse Labs Property (as defined in Section 14.3 below) or our Confidential Information (collectively, “Independently Developed User Property”). Results and Independently Developed User Property, collectively, are described in these Platform Terms of Service as “User Property.” You will remain, at all times, the owner of User Property, including all Intellectual Property Rights therein and related thereto and including Intellectual Property Rights in and to any derivative works, translations, adaptations, or other modifications thereto or improvements thereon.

14.3 Ownership of Pulse Labs Property

Notwithstanding anything to the contrary in Section 14.2 above, User Property does not include Pulse Labs Property. “Pulse Labs Property” comprises the following: (1) the Platform (including all features, functions, elements, materials, and content provided by Pulse Labs via your User Account and the Platform, including any and all techniques and learnings relating to the improvements or modifications that we implement or otherwise develop in connection with our operation, support, and maintenance of the Platform; any statistical or logging data (including order of operation, timing, and performance data) obtained during operation, support, and maintenance of the Platform; and any source code, object code, sample code, documentations, libraries, development tools, displays, designs, images, graphics, text, data, databases, data sets, algorithms, models, video, and audio related to the Platform); (2) all Tools and Software (in both human-readable source-code format and machine-readable object-code format); (3) all Content (and any authorized or unauthorized reproductions thereof); and (4) all of our trademarks, service marks, trade names, logos, and the goodwill therein and related thereto. We will remain, at all times, the owner of Pulse Labs Property, including all Intellectual Property Rights therein and related thereto and including Intellectual Property Rights in and to any derivative works, translations, adaptations, updates, upgrades, or other modifications thereto or improvements thereon.

15. WARRANTIES AND INDEMNIFICATION

15.1 Mutual Warranties

The Parties represent and warrant to each other that they have requisite power and authority to enter into these Platform Terms of Service and that they are not a party to any arrangements that could reasonably be expected to hinder or prevent the performance of their obligations under these Platform Terms of Service.

15.2 Pulse Labs Warranties

Pulse Labs further represents and warrants to you that: (1) we have all necessary Intellectual Property Rights in and to Pulse Labs Property and that Pulse Labs Property does not infringe the Intellectual Property Rights of any third party; and (2) in connection with performance of these Platform Terms of Service, we are in compliance with all applicable laws, rules, and regulations.

15.3 Your Warranties

You further represents and warrants to Pulse Labs that: (1) you have all necessary Intellectual Property Rights in and to User Property that you offer, disclose, or share with Pulse Labs and that such User Property does not infringe the Intellectual Property Rights of any third party; (2) in connection with performance of these Platform Terms of Service, including your access to and use of the Platform and each of its elements, you are in compliance with all applicable laws, rules, and regulations; (3) you meet the eligibility requirements for accessing and using the Platform set forth in these Platform Terms of Service; (4) all information you submit to us is true, accurate, current, and complete and will be maintained as such by you; (5) you are authorized to accept these Platform Terms of Service on behalf of any organization or entity you purport to represent as an agent or other representative (e.g., as an officer or employee of a company) or that you otherwise, in fact, act on behalf of; (6) you have not, and will not, access or use your User Account or any features or functions of the Platform for any illegal or unauthorized purpose, and your access to and use of the Platform will not cause Pulse Labs to be in violation of any applicable laws, rules, or regulations; and (7) you have not, and will not, access or use your User Account or any elements of the Platform in a manner that misappropriates the intellectual property or otherwise infringes on the Intellectual Property Rights of any third party. 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, suspend, or otherwise limit your access to and use of your User Account and refuse to allow you (and, if applicable, the organization or entity you represent) to access and use any or all of the elements of the Platform, now and in the future.

15.4 Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party and its officers, directors, shareholders, members, employees, and other agents from and against any and all liabilities, costs, expenses, damages, claims, suits, actions, judgments, settlements, contributions, fines, penalties, and losses (including any direct or indirect consequential losses, loss of profit, and loss of reputation and all interest, penalties, and legal and other reasonable professional costs and expenses) arising out of or in connection with any breach of these Platform Terms of Service, including the representations and warranties set forth in this Section 15; gross negligence; or intentional misconduct.

15.5 Disclaimer

We specifically disclaim all implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, you specifically acknowledge that we make no warranty that your User Account or the Platform, including Tools, Software, Services, or Content; the other information, data, and materials provided to you and others as part of the Platform; and any related products or services will meet your requirements or be error-free or without interruption; that all non-conformities will be corrected; that the Platform 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 Platform 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.

16. LIMITATIONS OF LIABILITY

16.1 Disclaimer of Consequential Damages

Except in the event of a breach of our non-disclosure obligations set forth in Sections 13.1 and 13.2 of these Platform Terms of Service, neither we nor our officers, employees, directors, subsidiaries, agents, and licensors are responsible or liable for any indirect, incidental, special, consequential, exemplary, punitive, or other damages whatsoever (including, but not limited to, damages for lost profits, goodwill, use, data, or other intangible losses) arising out of or related to your access to and use of your User Account or the Platform, including Tools, Software, Services, and Content; the other information, data, and materials provided to you and others as part of the Platform; and any related products or services, whether based on contract, tort, warranty, statute, or otherwise.

16.2 Cap on Liability

To the maximum extent permitted by applicable law and except in the event of our gross negligence or intentional misconduct, our maximum liability to you with respect to your access to and use of your User Account and the Platform, including a material breach of these Platform Terms of Service by us, is the greater of USD $1000 or the amount of the Platform Fees, if any, that you have paid to us for access to and use of your User Account in the twelve (12)-month period immediately preceding the event, or events, giving rise to your claim.

17. FORCE MAJEURE

A Party will not be liable to the other Party under these Platform Terms of Service due to the failure to fulfill its obligations hereunder in a timely manner, if such failure is the result, wholly or partially, of events outside the reasonable control of such Party and that such Party could not avoid with the exercise of reasonable care, such as: (1) breakdowns of the internet, telephone, or electricity network; (2) calamities and environmental disasters; (3) virus outbreaks and pandemics; (4) strikes and work stoppages; and (5) acts of war and terrorism.

18. TERM AND TERMINATION

18.1 Term

The term of these Platform Terms of Service commences upon your acceptance of these Platform Terms of Service, as evidenced by your registering a User Account or otherwise registering for, connecting with, subscribing to, purchasing, enrolling with, or otherwise accessing or using the Platform or any element thereof.

18.2 Termination by You

You may terminate these Platform Terms of Service at any time by logging into the User Account you created with us (and, if applicable, into each associated User Account) and electing to cancel your User Account or by sending an email to us at support@pulselabs.ai. For the avoidance of doubt, canceling a User Account does not relieve you of the obligation to pay any remaining payments owed in connection with that User Account or otherwise accrued prior to the effective date of such cancellation, including payments, if any, owed to Agents or Panelists, and, except as otherwise expressly set forth in these Platform Terms of Service, all Platform Fees and other amounts paid by you to us or others pursuant to these Platform Terms of Service, or in connection with your access to and use of the Platform, are non-refundable.

18.3 Termination by Us

We may terminate these Platform Terms of Service by canceling or suspending your User Account in the event that you breach any of the terms, conditions, limitations, restrictions, representations, or warranties set forth in these Platform Terms of Service or in the event that you no longer meet the eligibility requirements set forth in Section 3 above. We may also terminate these Platform Terms of Service for convenience at any time for any reason or no reason, with seven calendar days’ prior notice to you and by refunding pre-paid fees, if any, paid by you for access to and use of the Platform that are not attributable to the products and services that we provided to you prior to the effective date of such cancellation.

18.4 Effect of Termination

Following termination of these Platform Terms of Service for any reason, within 30 days thereafter, we may delete any User Account that you created with us, including Personal Data associated with your User Account that you provided to us at the time that you set up your User Account, 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 an organization or entity. In addition to canceling or suspending your User Account and/or terminating these Platform Terms of Service, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil and criminal remedies and seeking injunctive relief.

18.5 Retrieval of Results and Project Data

During the term of these Platform Terms of Service, through your access to and use of the Platform, you will have access to your Results, as well as other information arising from your Projects that is stored on the Platform and for which you are the data controller (“Project Data”). For a period of up to seven (7) years following termination of these Platform Terms of Service, you may send us a written request to retrieve your Results and Project Data. Upon timely receipt of your written request, we will provide your Results and Project Data to you in a mutually agreed upon format. We will have no obligation to keep or maintain your Results or Project Data beyond the seven-year time period described herein, subject to our legal obligations. Unless legally prohibited, we may delete your Results and Project Data at any time after such seven-year period; provided, however, we will not be required to remove copies of Results or Project Data from our backup media or servers until such time as the backup copies are scheduled to be deleted; provided, further, that, in all cases, we will continue to protect Client Personal Data, as defined in the DPA, in accordance with the terms and conditions set forth in the DPA. Any written request you wish to make pursuant to this Section 18.5 should be sent via email to support@pulselabs.ai.

19. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any content or other materials posted on or shared via the Platform by or to you or anyone 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, if applicable. Please be advised that, pursuant to US 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 Platform infringe your copyright, you should consider first contacting an attorney.

20. GOVERNING LAW

These Platform Terms of Use and your access to or use of the Platform are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

21. DISPUTE RESOLUTION, ARBITRATION, CLASS WAIVER, AND WAIVER OF JURY TRIAL

You agree to first contact Pulse Labs at support@pulselabs.ai regarding any claim or controversy arising out of or relating to these Platform Terms of Service or your access to or use of the Platform. You and Pulse Labs agree to submit to the personal and exclusive arbitration of any disputes relating to these Terms of Use or your access to or use of the Site under the rules of the JAMS ADR. For more information, visit https://www.jamsadr.com. Any such arbitration, to the extent necessary, shall be conducted in Wilmington, Delaware. You covenant not to seek any remedy from Pulse Labs in any other forum.

To the extent permitted by law, you agree that you will not bring, join, or participate in any class action lawsuit as to any claim, dispute, or controversy that you may have against Pulse Labs. You agree to the entry of injunctive relief to stop such a lawsuit or to remove it as a participant in the suit. You agree to pay the attorney’s fees and court costs that Pulse Labs incurs in seeking such relief. This provision prevents you from bringing, joining, or participating in class action lawsuits is an independent agreement and does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided below.

You also acknowledge and understand that, with respect to your access to and use the Site: You are giving up your right to have a trial by jury; you are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and you must file any claim within one (1) year after such claim arose or it is forever barred.

Right to Opt Out. 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 21 by emailing us at support@pulselabs.ai within 30 days after these Platform Terms of Service becomes applicable to you 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 21, 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 these Terms of Use will remain intact and in full force and effect.

22. NOTICES

Notices from you to us or us to you shall be in writing and may be sent via email or via your User Account. In any event, you can notify us or send questions, complaints, or claims related to the Platform 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.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Accessing or otherwise using the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic consents, signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Platform.

24. MISCELLANEOUS

These Platform Terms of Service and any Supplemental Terms related to your access to and use of the Platform and any User Account you create with us that are incorporated into these Platform Terms of Service constitute the entire agreement and understanding between you and us concerning your User Account and the Platform, including Tools, Software, Services, and Content; the other information, data, and materials provided to you and others as part of the Platform; and any related products or services and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to said subject matter, except as otherwise set forth in Section 4.2 above. These Platform Terms of Service may not be amended, except by a writing signed by both Parties (see, again, Section 4.2 above). Except as otherwise expressly set forth herein, no shrink-wrap, click-to-accept, purchase order, or other terms or conditions outside these Platform Terms of Service (“Additional Terms”) will be binding on us, even if use thereof requires an affirmative acceptance of such Additional Terms before access or use is permitted. Additional Terms will have no force or effect and will be deemed rejected by us in their entirety. For the avoidance of doubt, the Supplemental Terms defined in Section 4.1 above are not Additional Terms, as that term is used in these Platform Terms of Service. Our failure to exercise or enforce any right or provision of these Platform Terms of Service shall not operate as a waiver of such right or provision. These Platform Terms of Service operate to the fullest extent permissible by law. If any provision of these Platform Terms of Service is adjudged to be invalid, void, or unenforceable, you and we hereby agree that the remaining provisions of these Platform Terms of Service 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 these Platform Terms of Service shall in any event otherwise remain valid and enforceable. These Platform Terms of Service are 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 these Platform Terms of Service to others at any time. You may not assign or transfer your rights or obligations under these Platform Terms of Service without our prior written consent. You and we are independent contractors with respect to these Platform Terms of Service, your User Account, and the Platform. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Platform Terms of Service. You agree that these Platform Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Platform Terms of Service and the lack of written or electronic signatures by the parties hereto to execute these Platform Terms of Service. The Parties must mutually agree to any press release or public announcement about these Platform Terms of Service and/or their collaboration.

25. CONTACT US

In order to resolve a complaint regarding the Platform or to receive further information regarding access to or use of the Platform, please contact us at support@pulselabs.ai or via regular mail to: Pulse Labs AI, Inc., 370 S. 300 E., Suite 104, Salt Lake City, Utah 84111, United States.

ATTACHMENT A 

DATA PROCESSING AGREEMENT

This DPA sets out the obligations and rights as between Client and Pulse Labs regarding Processing Client Personal Data pursuant to the Agreement.

1. Definitions

Unless otherwise defined below, all capitalized terms have the meaning in the Agreement.

Agreement means the Platform Terms of Service, Supplemental Terms, and Additional Agreements, if any, by and between Pulse Labs and Client that govern Pulse Lab’s provision of the Platform to Client.

CCPA means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., its implementing regulations, and amendments, including the California Privacy Rights Act and its implementing regulations.

Client Personal Data means any Personal Data submitted to the Platform by Client’s Users or Panelists for purposes of conducting a Client Project under the Agreement. For the avoidance of doubt, Client Personal Data does not include any Personal Data Pulse Labs obtains and processes as a controller, including Personal Data to set up or maintain User or Panelist profiles and accounts, or to run the Platform.

Controller means the entity which, alone or jointly with others, determines the purposes and means of Processing Client Personal Data and any substantively similar role defined under applicable Data Protection Laws (including “business” under the CCPA).

Data Protection Laws means all data protection or privacy laws and regulations that are applicable to the Processing of Client Personal Data.

The terms Data Subject, Personal Information, Processing, Supervisory Authority, Sell, and Share have the meanings set out in the relevant Data Protection Laws.

GDPR means the (i) General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), and/or (ii) the EU GDPR as made part of UK law by section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"), as the context may require.

Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Personal Data.

Processor means the entity that processes Client Personal Data on behalf of the Controller and any substantively similar role defined under applicable Data Protection Laws (including “service provider” under the CCPA).

Regulated Transfer means the transfer of Client Personal Data from the EEA, the UK or Switzerland, in each case to a person or entity to a third country (as defined by the relevant Data Protection Laws) or to an international organization which does not ensure an adequate level of protection in accordance with the relevant Data Protection Laws.

Subprocessor means any third party appointed by Pulse Labs pursuant to this DPA to Process Client Personal Data.

Subprocessor List means the list accessible through Pulse Lab’s website (currently located at https://pulselabs.gitbook.io/pulse-labs/privacy-center/readme/subprocessors) that identifies the Subprocessors authorized to Process Client Personal Data.

2. Role of the Parties

Pulse Labs is a Processor of Client Personal Data to provide the Platform to Client, and Client is the Controller of Client Personal Data.

3. Processing Instructions

Pulse Labs will only Process Client Personal Data in accordance with Client’s documented instructions. Client instructs Pulse Labs to Process Client Personal Data to provide the Platform in accordance with the Agreement (including this DPA) and as further specified via Client’s use of the Platform. Pulse Labs will not Sell or Share, or combine Client Personal Data with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with another Pulse Labs Client, except as otherwise permitted by the Agreement or applicable Data Protection Law.

4. Compliance with Laws

Each party will comply with its obligations related to the Processing of Client Personal Data under applicable Data Protection Laws.  Client shall ensure that any instruction it issues to Pulse Labs complies with applicable Data Protection Laws. Pulse Labs will inform Client without undue delay if, in its reasonable opinion, an instruction issued by Client violates applicable European Data Protection Laws. Because the Platform may include the ability for Clients to create recordings, Client is responsible for disclosing such collection to Panelists and obtaining from them any necessary consents as required under applicable laws.

5. Subprocessors

Client provides general authorization to Pulse Labs to engage the Subprocessors on the Subprocessor List. Pulse Labs will ensure that such Subprocessors have entered into a contract no less protective than this DPA. Pulse Labs will be liable for acts and omissions of Subprocessors that cause a breach of this DPA to the same extent as if the acts or omissions were performed by Pulse Labs.

Pulse Labs will notify Client 30 days in advance of appointing or replacing any Subprocessor by updating the Subprocessor List and providing Client with a mechanism to obtain notice of any updates. Client may object to Pulse Lab’s use of a new Subprocessor on reasonable grounds relating to data protection within 30 calendar days of the date Pulse Labs updates the Subprocessor List by emailing Pulse Labs at terms@pulselabs.ai and Pulse Labs and Client will, acting reasonably and in good faith, promptly discuss Client’s objections. If Pulse Labs chooses to retain the objected-to Subprocessor, Client will have the right to terminate the relevant portion of the Service within thirty (30) days.

6. Processing Description

Annex I (“Description of Processing”) sets out the agreed subject matter, nature, purpose and duration of processing by Pulse Labs and types of Client Personal Data and categories of Data Subject

7. Personnel

Pulse Labs will require that persons authorized to Process Client Personal Data do so in accordance with Client’s instructions as set out in this DPA and are subject to legally binding confidentiality obligations.

8. Data Subject Requests

Pulse Labs will provide reasonable support to Client to enable Client to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”). Where Data Subjects provide sufficient information to Pulse Labs to identify Client as the Controller, Pulse Labs will notify Client promptly if it receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Client Personal Data, and will instruct the Data Subject to make such request directly to Client.

9. Security

Pulse Labs will implement and maintain appropriate technical and organizational measures as described in Annex II (“Technical and Organizational Measures”) to protect Client Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

10. Personal Data Breach

If Pulse Labs becomes aware of a Personal Data Breach it will notify Client promptly and without undue delay. Pulse Labs will take appropriate measures to address and mitigate any adverse effects of the Personal Data Breach. To the extent Client requires additional information from Pulse Labs to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, Pulse Labs will provide reasonable assistance to provide the information to Client taking into account the nature of Pulse Lab’s Processing and the information available to Pulse Labs.

11. Audits

Pulse Labs has obtained ISO 27001 certification(“Certifications”) for the Platform and will make the most recent related audit reports (“Audit Reports”) available to Client at Client’s request and subject to the confidentiality terms in the Platform Terms of Service.

To the extent Client reasonably determines that the Audit Reports and Certifications are not sufficient to demonstrate compliance or to respond to a regulatory audit, Pulse Labs will allow Client or Client’s independent auditor to conduct an audit, provided that (a) Client and Pulse Labs mutually agree upon the scope, timing, duration, and control and evidence requirements; (b) Client is responsible for all costs and fees related to such audit and will reimburse Pulse Labs for any services performed by Pulse Labs; and (c) Client has, prior to such audit, entered into an agreement with such third-party audit firm containing confidentiality terms no less protective than the confidentiality terms set forth in the Platform Terms of Service. Clients may perform no more than one audit per year unless required to do so by Data Protection Laws or upon specific request by a regulatory body.

12. Assisting the Client

To the extent Client reasonably determines that Client requires additional assistance to the Audit Reports and Certifications to meet its obligations under applicable Data Protection Laws to carry out a data protection impact assessment or prior consultation with the competent supervisory authority related to Client’s use of the Platform, or to demonstrate compliance, Pulse Labs will, taking into account the nature of Processing and the information available to Pulse Labs, provide reasonable assistance to Client.

13. Return and Deletion of Personal Data

Upon termination of the Service, Pulse Labs will, and will cause any Subprocessors to, at the choice of Client, return all Client Personal Data to Client or securely delete Client Personal Data in accordance with the relevant provisions of the Platform Terms of Service and, to the extent applicable, the relevant provisions of any applicable Additional Agreement.

14. Transfers of Client Personal Data

To the extent Client’s use of the Platform involves a Regulated Transfer, Appendix 1 will apply.

15. General

15.1 Term. The term of this DPA will end at the later of (i) the termination of the Agreement or, (ii) when all Client Personal Data is deleted from Pulse Lab’s systems.

15.2 Conflict. This DPA is subject to the non-conflicting terms of the Agreement. If inconsistencies arise between the provisions of this DPA and the Agreement, the provisions of this DPA will prevail with regard to the parties’ data protection obligations.

15.3 Conflict. This DPA is subject to the non-conflicting terms of the Agreement. If inconsistencies arise between the provisions of this DPA and the Agreement, the provisions of this DPA will prevail with regard to the parties’ data protection obligations.

APPENDIX 1 

Regulated Transfers of European Personal Data

For purposes of this Appendix, the term “SCCs” means (i) where the EU GDPR applies, the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 ("EU SCCs"); (ii) where the UK GDPR applies, the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the Information Commissioner under s.119A(1) of the UK Data Protection Act 2018 (version B1.0 of 21 March 2022) as updated or amended ("UK Addendum"); and (iii) where the Swiss Federal Act on Data Protection (“Swiss FADP”) applies, the EU SCCs with Swiss Amendments (Section 3.2.2.3).

1. Controller-to-Processor SCCs

Where the transfer of Client Personal Data from Client to Pulse Labs is a Regulated Transfer, the SCCs will apply to the Regulated Transfers between Client (as “data exporter”) and Pulse Labs (as “data importer”) as specified herein.:

1.1 EU Personal Data

For Client Personal Data protected by the EU GDPR, the EU SCCs will apply (and be incorporated into this DPA by this reference) completed as follows:

i.     Module 2 applies unless the Client is a Processor in which case Module 3 applies;

ii.    in Clause 7, the optional docking clause will not apply;

iii.   in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes will be in accordance with the notification process set out in Section 3.2 of this DPA;

iv.   in Clause 11, the optional redress language will not apply;

v.    in Clause 17, Option 1 will apply, and the EU SCCs will be governed by the laws of Ireland

vi.   in Clause 18(b), disputes shall be resolved before the courts of Ireland

vii.  Annex I of the EU SCCs shall be deemed completed with the information set out in Annex I (“Description of Processing”) to this DPA; and

viii. Annex II of the EU SCCs shall be deemed completed with the information set out in Annex II (“Technical and Organizational Measures”) to this DPA.

1.2 UK Personal Data

In relation to Client Personal Data protected by the UK GDPR (“UK Client Personal Data”), the UK Addendum will apply as follows:

i.     the EU SCCs, completed as set out in Section 1.1. of this Appendix, shall also apply to transfers of UK Client Personal Data;

ii.    the UK Addendum shall be deemed executed (and incorporated into this DPA by this reference) between the transferring Client and Pulse Labs, and the EU SCCs shall be deemed amended as specified by Part 2 (Mandatory Clauses) of the UK Addendum regarding of the transfer of UK Client Personal Data;

iii.   Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from within this DPA and the EU SCCs, completed as set out in Section 1.1 of this Appendix;

iv.    the start date of the UK Addendum (as set out in Table 1) shall be the effective date of this DPA; and

v.     Table 4 of the UK Addendum shall be deemed completed “neither party”.

1.3. Swiss Client Personal Data

For Client Personal Data protected by the Swiss FADP, the EU SCCs will apply amended and adapted as follows:

i.    references to the EU and EU Member States shall mean Switzerland;

ii.   under Clause 18(c) of the EU SCCs, data subjects in Switzerland shall also have the right to sue for their rights at their place of habitual residence;

iii.   references to the GDPR in the EU SCCs shall also include the reference to the equivalent provisions of the Swiss FADP; and

iv.   the Swiss Federal Data Protection and Information Commission is the supervisory authority.

2. Clarifications

The SCCs are subject to the following clarifications:

i.    Pulse Labs will allow Client to conduct audits as described in the SCCs in accordance with Section 11 of this DPA.

ii.   Client authorizes Pulse Labs to appoint Subprocessors in accordance with Section 5 of this DPA, and Client may exercise its right to object to Subprocessors under the SCCs as set out in Section 5.

iii.  Pulse Labs will return and delete Client’s data in accordance with Section 13 of this DPA.

iv.  Client agrees that any assistance that Pulse Labs provides to Client under the SCCs shall be provided in accordance with Section 11 of this DPA.

v.   Nothing in this section modifies the SCCs nor affects any supervisory authority’s or Data Subject’s rights under the SCCs. If any provision of this DPA contradicts, directly or indirectly, the SCCs, the SCCs shall prevail.

ANNEX 1 

Description of Processing

A. LIST OF PARTIES

Data exporter

Data exporter: Client

Contact details: The individuals designated as Client contact in Client’s account

Relevant activities: Use of Pulse Lab’s Research Platform.

Signature and Date: By entering into the Agreement, data exporter is deemed to have signed these SCCs incorporated herein as of the effective date of the Agreement.

Data exporter role: Controller

Data importer

Data importer: Pulse Labs

Contact details: Pulse Labs support team, support@pulselabs.ai

Relevant activities: Provide tools for and support of client research projects.

Signature and Date: By entering into the Agreement, data importer is deemed to have signed these SCCs incorporated herein as of the effective date of the Agreement.

Data importer role: Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Client Panelists, who may include: employees, customers, website visitors and other individuals who choose to sign up to be Panelists.

Categories of personal data transferred

Client determines the categories of Client Personal Data Processed, which may include video and audio while participating in a Project, usage patterns, metering configuration data (which may include information about app-specific shortcuts, automations, trigger configurations, device permissions, and technical setup details related to the metering application), visited URLs, screen recordings, and demographic information

Sensitive data transferred (if applicable)

N/A

Frequency of the transfer

Transfers will be made on a continuous basis.

Nature of the processing

Pulse Labs acts as a processor for the Client Personal Data Client submits into Pulse Lab’s Platform or provides to Pulse Labs in connection with a Project and Processes Client Personal Data to set up, operate, and support client Projects.

Purpose(s) of the data transfer and further processing

Provide research tools and Services to Clients.

The period for which the personal data will be retained

Client Personal Data will be retained in accordance with Section 13 of the DPA.

Subprocessors

The subject matter and duration of the processing is outlined in the above sections.The nature of the specific subprocessing services is set out in the Subprocessor List (currently located at: https://pulselabs.gitbook.io/pulse-labs/privacy-center/readme/subprocessors).

C. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority is determined in accordance with Clause 13 of the EU SCCs unless required otherwise by Appendix 1 Sections 1.2 (UK Personal Data) and 1.3 (Swiss Personal Data).

ANNEX 2 

TECHNICAL AND ORGANIZATIONAL MEASURES

The technical and organizational measures set forth below have been implemented by the data importer to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

1. Security Governance

Pulse Labs maintains an information security program overseen by designated security and leadership stakeholders. The program is designed to establish security responsibilities, define approved policies and procedures, assess information security risks, and support ongoing improvement of security controls.

Pulse Labs' information security policies address areas including access control, information classification, acceptable use, asset management, cryptography, cloud security, secure development, change management, vulnerability management, logging and monitoring, incident response, supplier management, backup and recovery, business continuity, and personnel security.

Security policies and related procedures are reviewed periodically and updated as needed to reflect changes in technology, business operations, customer requirements, and applicable legal or regulatory obligations.

2. Personnel Security and Training

Pulse Labs requires employees, contractors, and other authorized personnel to follow company security policies and protect confidential information. Personnel with access to company or customer information are expected to complete onboarding activities that include information security and data protection awareness.

Where permitted by law and appropriate for the role, Pulse Labs may conduct background checks before or shortly after personnel begin work. Employees, contractors, and third-party users are required to protect confidential information and may be subject to confidentiality obligations or nondisclosure agreements.

Pulse Labs maintains a disciplinary process for violations of company policies and security procedures.

3. Access Control

Pulse Labs uses role-based and need-to-know access principles to limit access to company systems, cloud infrastructure, source code repositories, business tools, and customer data. Access requests are reviewed and approved by appropriate managers, department heads, or security personnel before access is granted.

Administrative and privileged access is restricted and subject to additional controls, including multi-factor authentication where supported and appropriate. Shared accounts are avoided unless there is a justified business need and appropriate approval.

Access is modified or revoked when personnel change roles, no longer require access, or leave the company. Pulse Labs maintains access records and conducts periodic access reviews to identify and remove access that is no longer needed.

4. Authentication and Password Management

Pulse Labs requires users to authenticate before accessing company systems and services. Passwords and authentication credentials must be protected from unauthorized use and disclosure.

Personnel are expected to use secure password practices and change default passwords at first use where applicable. Lost or forgotten passwords are reset through approved processes rather than retrieved in plaintext. Privileged and remote access may require multi-factor authentication where technically supported.

5. Remote Work and Device Security

Pulse Labs operates with remote work practices and provides company-managed devices to employees where appropriate. Contractors, temporary employees, and interns may use personally owned devices only with approval and subject to security expectations.

Devices used for company work are expected to use reasonable security protections, such as operating system updates, endpoint protection or built-in platform security features, screen locking, and full-disk encryption where supported. Remote access can be revoked when employment, contractor status, or business need ends.

Company-owned assets must be returned at the end of employment or engagement. Computers, storage components, and removable media are securely wiped or disposed of before reuse or retirement.

6. Information Classification and Handling

Pulse Labs classifies information to guide handling, access, sharing, retention, and disposal. Classification categories include confidential information, internal-use information, public information, and externally originated information such as customer-provided data.

Customer and externally provided data is handled according to the classification and handling requirements provided by the customer where applicable. If no customer classification is provided, Pulse Labs applies its internal classification approach based on the sensitivity and confidentiality of the information.

Access to confidential information is limited to authorized personnel with a business need. Personnel are prohibited from copying, altering, disclosing, or destroying confidential information unless authorized and within the scope of their work.

7. Cloud Hosting and Infrastructure Security

Pulse Labs uses cloud infrastructure and third-party cloud service providers to host and support its services. Cloud access is governed by the same access control principles used for other company systems, including restricted access, approval-based provisioning, and additional protection for administrative access.

Pulse Labs considers security, privacy, availability, data location, auditability, identity and access management, data isolation, incident response, and backup capabilities when evaluating cloud service providers and cloud-hosted systems.

Where technically supported and appropriate, cloud infrastructure is configured to separate environments, restrict administrative access, synchronize system clocks for logging, and apply provider-native security controls.

8. Encryption and Key Management

Pulse Labs uses cryptographic controls to protect data, communications, administrative access, and authentication processes where appropriate. These controls may include TLS/SSL certificates, encrypted communications, authentication tokens, VPN-related cryptographic keys, and multi-factor authentication mechanisms.

Cryptographic keys and certificates are managed through approved processes. Pulse Labs' procedures are designed to track key ownership or custody, protect keys from unauthorized access, and retire or dispose of keys when they expire or are no longer required.

9. Secure Development and Change Management

Pulse Labs maintains development and change management processes designed to reduce security and operational risk. Development, testing, and production environments are separated where practical, and production changes are expected to follow documented change management procedures.

Changes are categorized based on risk and urgency. Non-standard and higher-impact changes are reviewed before implementation where appropriate. Emergency changes may be approved through an expedited process and reviewed after implementation.

Pulse Labs' secure development practices include peer review, testing before deployment, consideration of security requirements during design, and use of static analysis or security assessment activities where appropriate. Customer personal data and confidential information should not be used in non-production testing unless specifically approved and protected.

10. Vulnerability and Patch Management

Pulse Labs maintains vulnerability and patch management procedures designed to identify, assess, prioritize, and remediate security weaknesses. Vulnerabilities may be identified through vulnerability scans, penetration testing, audit findings, security monitoring, vendor advisories, industry publications, and internal review.

Identified vulnerabilities are assessed and prioritized based on severity, exploitability, and risk to Pulse Labs systems and services. Pulse Labs tracks remediation activities and applies security updates, patches, or compensating controls based on risk and operational impact.

Pulse Labs' procedures contemplate regular vulnerability scanning, annual external testing for public-facing systems, and additional assessment following significant infrastructure or application changes where appropriate.

11. Anti-Malware and Endpoint Protection

Pulse Labs uses endpoint protection, operating system security features, malware detection, and related monitoring controls to help protect company devices and systems. Endpoint protection is configured to update automatically where supported and to detect, quarantine, or remove malicious code.

Personnel are instructed not to open suspicious attachments, download files from untrusted sources, or use removable media without appropriate precautions. Suspected malware incidents are handled through Pulse Labs' incident response process.

12. Logging and Monitoring

Pulse Labs maintains logging and monitoring practices for systems and applications that process sensitive or operationally important information. Logs may include authentication events, administrative actions, privilege changes, application activity, system changes, security events, and error conditions.

Logs are protected from unauthorized access and are made available only to personnel with a business or security need. Pulse Labs' procedures are designed to avoid storing plaintext passwords in logs and to limit logging of private information unless necessary for security, operations, or audit purposes.

Security-relevant logs are reviewed on a periodic or risk-based basis. Suspected or confirmed security events identified through logging or monitoring are escalated for investigation.

13. Backup and Recovery

Pulse Labs maintains backup procedures designed to support availability and recovery of important systems and data. Backup frequency and retention vary by data type, system, service provider capabilities, and business need.

Pulse Labs' procedures include backups for production databases, source code, and business data where applicable. Restoration testing is performed periodically for selected systems, and backup or restoration failures are escalated through the incident management process.

14. Business Continuity and Disaster Recovery

Pulse Labs maintains business continuity and disaster recovery procedures designed to support continued operation of critical business functions during disruptive events. Business continuity planning considers critical services, recovery priorities, maximum acceptable outage, recovery time objectives, recovery point objectives, responsibilities, escalation paths, and communication flows.

Business continuity and recovery procedures are reviewed and tested periodically using methods such as tabletop review, simulation, partial testing, or complete testing where appropriate. Test results and lessons learned are used to improve continuity planning.

15. Incident Response

Pulse Labs maintains an incident response process for reporting, assessing, containing, remediating, recovering from, and reviewing information security incidents. Personnel are expected to report suspected security events or weaknesses through approved channels.

Reported events are assessed to determine whether they constitute security incidents and to assign appropriate priority. Incident response activities may include containment, root cause analysis, eradication of the cause, system recovery, evidence preservation, post-incident review, and lessons learned.

If an incident involves customer data or personal data, Pulse Labs assesses notification obligations under applicable contracts, laws, and regulations and coordinates appropriate notifications.

16. Supplier and Subprocessor Management

Pulse Labs evaluates external providers before and during engagements based on factors such as business need, competence, security posture, confidentiality obligations, regulatory requirements, and service expectations.

External providers that may access confidential information are expected to enter into appropriate contractual commitments, including confidentiality or nondisclosure obligations. Access granted to external providers is limited to what is necessary for the service and is subject to approval and revocation processes.

For cloud service providers and other providers that may process customer or personal data, Pulse Labs considers controls such as data location, authentication, encryption, backup capabilities, audit evidence, incident notification, and compliance with applicable legal and contractual obligations.

17. Data Retention and Deletion

Pulse Labs maintains data retention and deletion procedures designed to retain records only for as long as required by customer agreement, applicable law, regulatory obligation, contractual requirement, or legitimate business need.

Customer data retention and deletion may vary by product, data type, and contract. At the end of the applicable retention period, Pulse Labs' procedures are designed to delete, purge, archive, or otherwise dispose of data securely. Deletion of backups and archives is handled according to applicable backup retention and archival processes.

Pulse Labs maintains records of deletion or disposal for certain categories of personal data, confidential information, or regulated records where appropriate.

18. Risk Management and Continuous Improvement

Pulse Labs uses risk management processes to identify, assess, and address risks to information assets, systems, and business operations. Risk treatment may include implementing security controls, accepting risk, transferring risk, avoiding risky activities, or applying compensating controls.

Pulse Labs periodically reviews its security program through internal review, management review, audit-related activities, vulnerability management, incident lessons learned, supplier review, and policy updates. Findings, nonconformities, and improvement opportunities are tracked and addressed based on risk and priority.

19. Customer Responsibilities

Customers are responsible for using Pulse Labs services in a secure manner, including managing their own users, permissions, authentication settings, customer-side integrations, data inputs, and endpoint security. Customers should provide clear instructions regarding customer data classification, retention, deletion, and processing requirements when those requirements differ from Pulse Labs' standard practices.

20. Changes to These Measures

Pulse Labs may update these technical and organizational measures from time to time to reflect changes in its services, operations, security practices, technology, legal obligations, or risk environment. Pulse Labs will not materially decrease the overall level of protection for customer data during the term of an applicable customer agreement without an appropriate replacement or compensating measure.