These Terms of Service are a binding agreement between you and SitePulse AI, LLC., a Missouri Limited Liability Company, its subsidiaries and affiliated companies (collectively, “SitePulse”) that governs your use of the Services. The “Services” means (i) the website located at http://sitepulse-ai.com (the “Site”), (ii) any services, features and content downloadable or accessible from the Site (for example, and without limitation, when you log in to your Account via the Site), and (iii) any other SitePulse application, software, product, or service licensed, downloaded or otherwise accessed by you, whether through SitePulse or third party websites or sources.
BY USING OR OTHERWISE ACCESSING THE SERVICES, YOU AGREE TO THE AGREEMENT. IF YOU DO NOT AGREE TO THE AGREEMENT, PLEASE DO NOT USE OR OTHERWISE ACCESS THE SERVICES. USE OF THE SERVICES IS VOID WHERE PROHIBITED.
1.1 If you use the Services on behalf of a company, organization, or other entity, then (a) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the Agreement, and that you agree to the Agreement on the entity’s behalf, and (b) the word “you” includes you and that entity.
1.2 The Services are not designed for use by or in connection with anyone under the age of 18, and you accept all responsibility that may arise from your use of the Services in connection with any minors. Any use of or access to the Services by anyone under 18 is only permitted with the express written permission of such individual’s legal guardian, and, if necessary, you represent and warrant that you have received such permission. Any use or access to the Services by anyone under 13 is strictly prohibited and in violation of this Agreement.
Subject to the terms of the Agreement, SitePulse hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services. This license may be revoked by SitePulse at any time for any reason, with or without notice.
3.1 “SitePulse Credit” (the “Credit”) is the official currency of the SitePulse Services and can be used to acquire content such as data packets or access to analytical tools on the Services. Credits are not a substitute for real currency, do not earn interest, and have no equivalent value in real currency. Credits cannot be redeemed for any real currency, and SitePulse is not obligated to exchange Credits for anything else of value.
3.2 Limited License to Use Credits. Credits have no equivalent value in real currency. Except in any Applicable Terms made applicable to Credits depending on your use of the Services, your acquisition or purchase of Credits only entitles you to receive a limited, non-transferable, revocable license to use Credits (i) in connection with the Services, (ii) for your internal business only, and (iii) in the ways permitted by SitePulse under the applicable Credit Terms, including any Applicable Terms. Your limited license to use Credits may end if (i) you violate the SitePulse Terms, (ii) your Account is suspended or terminated, or (iii) these User Terms or the Services are terminated.
3.3 Acquisition and Use of Credits. Credits may be acquired on the Services in one of several ways. A User may acquire Credits(i) by purchasing or otherwise receiving Credits from SitePulse; (ii) through the purchase of Credits on behalf of the User by another person; (iii) by other means that SitePulse may introduce.
3.4 Expiration of Credits. Credits are valid for a limited period and shall automatically expire twelve (12) months from the date of purchase or award, unless otherwise expressly stated in writing by the Company. Upon expiration, all unused Credits shall be permanently forfeited and removed from the applicable Account without compensation, refund, or replacement. SitePulse has no obligation to provide reminders, notices, or warnings regarding impending expiration. It is the Account holder’s sole responsibility to monitor Credit balances and usage prior to expiration. Expired Credits shall have no value and may not be reinstated under any circumstances, except where required by applicable law.
3.5 Credits are issued solely for use by the individual or entity associated with the Account that purchased or received such Credits. Credits are personal, limited, and non-exclusive to the Account holder and may not be assigned, sublicensed, transferred, sold, resold, gifted, traded, pledged, exchanged, or otherwise conveyed, whether for value or without consideration, to any other person, entity, or account, directly or indirectly. Any attempted transfer, sale, or other disposition of Credits in violation of this Section is null and void and constitutes a material breach of these Terms. SitePulse reserves the right, in its sole discretion, to suspend or terminate any Account involved in such prohibited activity and to revoke, cancel, or forfeit any affected Credits without compensation, refund, or liability.
3.6 Non-Refundability of Credits and Items. All purchases of Credits and all redemptions of Credits for Items are final, non-cancelable, and non-refundable, except as expressly required by applicable law. No refunds or credits will be issued for any reason, including but not limited to dissatisfaction with the Service, unused Credits, accidental purchases, changes in business needs, system downtime, or termination of an Account. Once Credits have been redeemed for Items, such a transaction is complete and irreversible. Items may not be returned, exchanged, or converted back into Credits or monetary value. You expressly acknowledge and agree that you waive any statutory or contractual rights to rescind, cancel, or obtain reimbursement for such digital transactions to the fullest extent permitted by law.
3.7 Credits Are Subject to Change. SitePulse, in its sole discretion, may implement changes to Credits at any time. This may include limiting the number of Credits a User may acquire or lowering the purchase price of Credits.
3.8 Except for the limited licenses granted to you under the SitePulse Terms, SitePulse has and retains all rights in and to Credits. This includes the right to modify, revoke, or terminate your license to use Credits without notice, payment, or liability to you. SitePulse makes no guarantees or warranties regarding Credits or their availability or value.
4.1 You shall not, directly or indirectly, nor permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or any related software, documentation, or data; (b) attempt to re-identify any anonymized, aggregated, or statistical data provided by SitePulse; (c) modify, translate, or create derivative works based on the Services, except as expressly permitted herein; (d) use the Services for timesharing, service bureau, or similar purposes for the benefit of third parties; (e) remove, alter, or obscure any proprietary notices, branding, or attribution; (f) circumvent or attempt to circumvent any security, authentication, or access controls; or (g) use the Services in connection with any products, services, or activities that are competitive with SitePulse. Except as expressly permitted below, you shall not distribute, sublicense, sell, resell, lease, license, publish, disclose, or otherwise make available to any third party any data provided by SitePulse in substantially the same form or in a manner that substitutes for the Services. Notwithstanding the foregoing, you may use, reproduce, and display limited portions of data provided by SitePulse solely in connection with your internal business operations and your external marketing, sales, investor, and customer-facing materials, including presentations, proposals, reports, and similar materials, provided that: (i) such use is supplemental and contextual in nature; (ii) the data is not provided in bulk, raw, or machine-readable form; (iii) such use does not enable third parties to extract, reuse, or reconstruct the underlying data; (iv) such use does not function as a replacement for access to the Services; and (v) all such materials include clear attribution to SitePulse in a form reasonably specified by SitePulse. Any use of SitePulse data that materially exceeds the scope of the permissions granted in this Section, including use for data resale, data brokerage, syndication, or commercial redistribution, is strictly prohibited without SitePulse’s prior written consent.
4.2 You represent, covenant, and warrant that you will use the Services only in compliance with applicable laws and regulations. Although SitePulse has no obligation to monitor your use of the Services, SitePulse may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
4.3 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). To use some of the Services, you may be required to create an account with SitePulse (an “Account”). Any information submitted as part of the Account creation process must be accurate and complete. You shall be responsible for maintaining the security of the Equipment, Account (including but not limited to administrative and user passwords), passwords and files, and for all uses of your Equipment or Account with or without your knowledge or consent.
4.4 You may access and use SitePulse Data, subject to the following provisions of this paragraph only:
5.1 SitePulse shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, including, without limitation, support for the Services, and (c) all intellectual property rights related to any of the foregoing. No licenses are granted by estoppel or by implication.
5.2 You may provide feedback to SitePulse in respect of the Services. Feedback may include, without limitation, updates to or corrections of SitePulse’s data. SitePulse may use any such feedback to improve the Services or for other purposes, without any obligation to you.
6.1 The Agreement will remain effective until terminated.
6.2 You may terminate your use of the Services at any time for any reason. SitePulse may terminate the Agreement and your access to the Services (or, at SitePulse’s discretion, applicable portions of the Services) at any time for any reason.
6.3 In addition, SitePulse may take any actions it deems appropriate (including without limitation suspending or terminating your Account and your access to the Services), without notice to you, if SitePulse suspects or determines that you may have (i) failed to comply with any provision of the Agreement, or (ii) engaged in actions relating to or in the course of using the Services that may be illegal or cause liability, harm, abuse or disruption for you, SitePulse, the Services, or any third parties. You may, as a result of termination, lose your Account and all information and data associated therewith.
6.4 The following will survive any termination of the Agreement and any order forms related to the Agreement: Sections 3, 4, 5, 6.4, and 7 through 11 of these Terms of Service, and the Privacy Policy in its entirety.
7.1 YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SITEPULSE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE. FURTHER, SITEPULSE MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
7.2 SitePulse is not a backup service, and you are solely responsible for creating any backups of data. SitePulse is not responsible for decisions made based on the Services.
You agree to indemnify, defend and hold SitePulse and its affiliates or subsidiaries, or any of their directors, employees, agents, licensees or licensors (collectively, the “SitePulse Parties”) harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) arising out of or relating in any way to (1) your (or anyone accessing the Services using your Account) use of the Services, (2) information in your Account and any information you (or anyone accessing the Services using your Account) submit, post or transmit through the Services, (3) your (or anyone accessing the Services using your Account) violation of the Agreement, and (4) your (or anyone accessing the Services using your Account) violation of any rights of any other person or entity. SitePulse reserves the right, at your expense, to assume the exclusive defense and control of any indemnifiable matter, and you agree to cooperate with SitePulse to defend these claims.
9.1 UNDER THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITEPULSE PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENT OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SITEPULSE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL THE SITEPULSE PARTIES IN THE AGGREGATE BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO SITEPULSE FOR THE SERVICES.
9.2 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that SitePulse or any other SitePulse Party may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth herein, the scope and duration of such warranty and the extent of SitePulse’s and such SitePulse Party’s liability shall be the minimum permitted under such applicable law.
You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
11.1 SitePulse reserves the right, at its discretion, to change, modify, add/or remove portions of the Agreement at any time by posting the amended terms on the Site (the “SitePulse Amendment Process”). Except as otherwise expressly stated, all amended terms shall automatically be effective immediately when posted, and you will be deemed to have accepted such changes by continuing to use the Services. If at any point you do not agree to any portion of the then-current version of the Agreement, or any other policy or rules relating to your use of the Services, you must immediately stop using the Services, and your license to use the Services shall immediately terminate. Besides the SitePulse Amendment Process, the only other process by which the Agreement between you and SitePulse may be modified would be by way of an order form for paid Services signed by both you and SitePulse.
11.2 Except as may be expressly specified in an order form for paid Services signed by both you and SitePulse, SitePulse reserves the right to add, change, suspend or discontinue the Services, or any aspect or feature of the Services, without notice or liability.
11.3 The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement.
11.4 The failure of either party to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision, and no waiver by either party of any breach or default by the other party shall be deemed to be a waiver of any preceding or subsequent breach or default.
11.5 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
11.6 The Agreement is not assignable, transferable, or sublicensable by you except with SitePulse’s prior written consent. SitePulse may transfer and assign any of its rights and obligations under the Agreement without consent.
11.7 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind SitePulse in any respect whatsoever.
11.8 You hereby grant SitePulse a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable right to use your user name, company name, company logo, and any comments you make publicly or privately for SitePulse’s promotional purposes (such as on our Site, on third-party websites, and in marketing presentations, etc.).
11.9 The Agreement shall be governed by the laws of the State of Missouri without regard to conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation or validity thereof shall be determined by arbitration in Missouri before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, unless otherwise required by law or judicial decision. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.