Last Updated: January 30, 2020.
The Pulse of GovCon, LLC (“The Pulse”) owns and operates the website located at www.thepulsegovcon.com and its dependent pages (the “Website”) and related application programing interfaces (“APIs”), mobile applications and online services, and any other products, and services, including downloadable content and counseling, (the “Offerings”) that The Pulse may provide now or in the future (collectively the “Offerings”).
These Terms of Use are a legally binding contract between The Pulse and any user or purchaser of the Offerings (“you” or “your”) regarding the use of the Offerings. If you will be using the Offerings on behalf of an organization, you agree to these Terms on behalf of your organization and you represent that you have the necessary authority to legally bind that organization. In such case, “you” and “your” will also refer to that organization. Visitors and users of the Offerings are referred to individually as “User” and collectively as “Users.”
PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, PURCHASING OR USING THE OFFERINGS YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AN AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PULSE’s PRIVACY POLICY, AND THE COOKIE POLICY (COLLECTIVELY, THE “TERMS”).
- User Consent; Access.
- Changes and Updates.
- Privacy Policy.
- Intellectual Property.
- User Conduct.
- Third-Party Content, Products, and Services; Links.
- Registration, Account Management, Security.
- Representations and Warranties.
- Disclaimer; No-Warranties.
- Limitation of Liability and Damages; Indemnification; Attorney’s Fees.
- Term and Termination.
- Financial Considerations.
- Miscellaneous.
- Contact.
1. USER CONSENT; ACCESS.
1.1 User Consent.
By using or accessing the Offerings you represent that you have read and agree to be bound by the Terms; and you represent, warrant, and covenant that you are at least eighteen (18) years old and are a resident of the United States.
1.2 Access to the Offerings.
The Pulse offers certain content to members on a tiered subscription basis, as set forth at The Pulse Membership Page. In exchange for registering and paying for an account, consistent with Section 1.3, you shall have access to additional materials, information, and services commiserate with your subscriber level.
Limited access to the Website is provided free of charge and does not create a professional services relationship or any other relationship with The Pulse. The Website is provided solely for your personal, non-commercial use, except where expressly specified otherwise.
To obtain this access to additional portions of the Website as well as certain services and products, you agree to pay The Pulse the applicable fees for each Offering you purchase or use in accordance with the pricing and payment terms presented to you for that Offering. Where applicable, you will be billed using the billing method you select at the time of purchase. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
You may not develop or derive for commercial sale any data in machine-readable or other form that incorporates or uses any substantial part of the Offerings nor transfer to or store any data residing or exchanged over the Offerings in any electronic network for use by more than one user unless you obtain prior written permission from The Pulse. Specifically, unless explicitly authorized in these Terms or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium any material from the Offerings.
1.3 Subscriptions; Fees.
(A) Some of the Offerings are billed on a subscription basis (the “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “Billing Cycle”). Billing Cycles are typically annual, but may have other periods depending on which subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each Billing Cycle unless you cancel auto-renewal by removing your credit card from the “Account Setting” page. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of the current Billing Cycle before terminating. The Pulse does not provide refunds for unused portions of a Subscription period for cancellations within that Subscription period.
(B) To avoid a potential disruption to your Subscriptions, The Pulse offers automatic renewal through The Pulse’s plugin with WooCommerce, and it is enabled by default for all purchases. Unless you notify The Pulse before the end of the applicable Billing Cycle that you want to cancel, your Subscription will automatically renew and you authorize WooCommerce, on behalf of the Pulse, to collect the then-applicable monthly or annual fee (which may change) for such Subscription using any credit card or other payment mechanism The Pulse has on record for you. To cancel, you can remove your credit card from the My Account page.
(C) Subscription levels and fees may be found at the Membership Page.
1.4 Taxes.
Unless otherwise stated, you are responsible for any taxes (other than The Pulse’s income tax) or duties associated with the sale of the Offerings, including any related penalties or interest (collectively, “Taxes”). You will pay The Pulse for the Offerings without any reduction for Taxes.
2. CHANGES AND UPDATES.
2.1 Changes to these Terms
The Pulse reserves the right to modify, amend, and update the terms and conditions of these Terms or its policies relating to its products and services at any time, effective upon posting of an updated version of these Terms on https://www.thepulsegovcon.com/legal. You are responsible for regularly reviewing these Terms. Continued use of the Offerings after any such changes shall constitute your consent to such changes.
2.2 Changes to Offerings
The Pulse constantly updates and improves its Offerings. In its sole discretion The Pulse may add, alter, or remove functionality from an Offering at any time without prior notice to you. The Pulse may also limit, suspend, or discontinue an Offering in its sole discretion. If The Pulse discontinues an Offering and you are a registered user who has uploaded content to that Offering, The Pulse may give you advance notice at your registered email address to provide you with an opportunity to export a copy of your content from that Offering. Where reasonably practicable, The Pulse will endeavor to notify registered users, at their registered email address, of material changes to the Offerings.
2.3 Price Changes.
The Pulse may change the fees charged for the Offerings, including fees for Subscriptions, at any time, provided that, for the Offerings billed on a subscription basis, the change will become effective only at the end of the then-current Billing Cycle for that Subscription. The Pulse will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
3. PRIVACY POLICY.
The Pulse’s Privacy Policy, which is incorporated into these Terms by reference, is avaliable at thepulseofgovcon.com/privacy-policy. The Pulse reserves the right to modify the Privacy Policy in its sole discretion from time to time.
4. INTELLECTUAL PROPERTY.
4.1 Intellectual Property.
(A) The Offerings, including the Website, its information, data, materials, software, functionality, services, content, text, audio, video, and graphics, is proprietary and is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. The Offerings are also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns, directories, and other elements making up the Offerings are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright restrictions displayed in connection with the Offerings, including the Website.
(B) You acknowledge that the Offerings have been developed, compiled, prepared, revised, selected, and arranged by The Pulse and others (including certain information sources) (individually and collectively, “IP Rights Holders”) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of the IP Rights Holders. You acknowledge and agree that you have no ownership rights in or to the Website or any other Offerings and that no such rights are granted under these Terms. You agree to protect the proprietary rights of the IP Rights Holders during and after your use of the Website and the Offerings. You shall honor and comply with all written requests made by the IP Rights Holders to protect their contractual, statutory, and common law rights in the Website and other Offerings with the same degree of care used to protect your own proprietary rights, which in no event shall be less than reasonable efforts. You agree to notify The Pulse in writing promptly upon becoming aware of any claim that the Website or other Offerings infringe any patent, copyright, trademark, or other contractual, statutory, or common law rights. The Pulse shall retain all rights to all data comprising or included in the Website (including without limitation related information, such as informational materials and videos). The granting of any license under these Terms does not affect the ownership of any data or materials, whether tangible or intangible. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Website (the “Intellectual Property Rights”) shall, as between you and The Pulse, at all times be and remain the sole and exclusive property of The Pulse.
(C) You shall not use any of The Pulse’s or its affiliates’ trademarks, trade names, or service marks in any manner that creates the impression that such names and marks belong to or are identified with you or that you are associated with or licensed by The Pulse or its affiliates to use such names or marks, and you acknowledge that you have no ownership rights in or to any of these names or marks. Except as specifically permitted by these Terms, you may not copy or make any use of the Offerings or any portion of the Offerings. Except as specifically permitted in these Terms, you shall not use the Intellectual Property Rights or the Offering, or the names of any individual participant in, or contributor to, the Offering, or any variations or derivatives thereof, for any purpose, without The Pulse’s prior written consent.
4.2 License and Restrictions.
(A) License to The Pulse Intellectual Property.
You acquire no rights or licenses in or to the Offerings and materials contained within the Offerings other than the limited right to utilize the Offerings in accordance with these Terms. Should you choose to download content from the Offerings, you must do so in accordance with these Terms. Such download is licensed to you by The Pulse ONLY for your own personal, noncommercial use in accordance with these Terms, and may not be disseminated to any third-party, does not transfer any other rights to you, and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of these Terms.
(B) License to User Submissions and Intellectual Property.
If you submit material to the Website or to The Pulse or its representative, unless The Pulse indicates otherwise, you grant The Pulse a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such content throughout the world in any form, media, or technology now known or later developed. You grant The Pulse the right to use the name that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the material that you submit; that the material you submit is truthful and accurate; that use of the material you supply does not violate these Terms and will not cause injury to any person or entity; and that you will indemnify The Pulse and its suppliers, agents, directors, officers, employees, representatives, successors, and assigns for all claims resulting from material you supply. The Pulse and its suppliers, agents, directors, officers, employees, representatives, successors, and assigns disclaim any responsibility and assume no liability for any material submitted by you or any third-party.
5. USER CONDUCT.
5.1 Permitted Conduct.
You may:
(A) Access the Offerings, including the Website for your personal use. In the event additional members of your team need to access the Offerings which are subject to fees, they must purchase their own accesses to the Offerings at one per individual.
(B) Download and print any Offering materials, which you have paid the relevant fees to access, for the personal use of the account holder. If additional members of the account holder’s organization need to access the Offerings or any materials therein, they must purchase access to those Offerings.
(C) Upon written consent by The Pulse, use The Pulse’s trademarks and copyrighted materials, so long as you attribute proper credit to The Pulse by marking the relevant materials with the appropriate mark. Including “© The Pulse of GovCon, LLC” for copyrighted materials, “®” for any federally registered trademarks, and “™” for any common law trademarks.
5.2 Prohibited Conduct.
You shall not:
(A) Recirculate, distribute, scrape, store, transmit, publish, broadcast, copy, download, create derivative works, or otherwise use the Offerings or any portion of the Offerings in any form or by any means except with the prior written consent of The Pulse, and the consent of certain third-party providers data or of portions of the Offerings, as applicable;
(B) Share, disclose, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, the Offering(s) in whole or in part;
(C) Sell, trade, or otherwise share the information, materials, data, or access to the Offerings, which are available to you as a Subscription holder, with any other person or entity, who has not yet purchased the Offerings or opted-in to receive it;
(D) Distribute, or allow to be distributed, any of the materials contained in the Offerings or related materials or communications as your own, otherwise known as stealing;
(E) Claim ownership or use over any of The Pulse’s intellectual property without prior written consent from The Pulse, which includes, but is not limited to: copyrights such as the Pulse Playbook, Expose, thought leadership blogs, Pulse PI, course materials, worksheets, workbooks, lessons, videos and more; trademarks such as names, logos, taglines or other unique source identifiers; or trade dress including the look and feel of the Offerings (and its related communications and materials);
(F) Use the Offerings or any related materials or communications in an unlawful way or for any illegal or unlawful purpose(s) or otherwise violate any local, state, federal, or internal law, with respect to the Offerings and these Terms;
(G) Harm or threaten to harm Users or members of the general public in any way, or “stalk” or otherwise harass any other person or entity;
(H) Disseminate or transmit “spam,” unsolicited messages, chain letters, any advertisements, solicitations, pyramid schemes, investment opportunities or other unsolicited commercial communication to The Pulse or other Users;
(I) Collect, use, or store any personally identifiable information about other Users, or otherwise violate the personal privacy rights of others;
(J) Impersonate any person or entity (including an agent, User, or moderator of The Pulse or its Offerings), or falsely state or otherwise misrepresent your affiliation with a person or entity;
(K) Post any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation except in areas that are expressly designated by the Website for such purpose;
(L) Disseminate or transmit any User submission that infringes or violates any party’s Intellectual Property Right; or use or distribute third-party information (whether or not protected as a trade secret) in violation of these Terms, a duty of confidentiality, fiduciary duty, or similar duty;
(M) Forge headers or otherwise intentionally disguise the origin of any content or communication; interfere with or disrupt the Offerings, or servers or networks connected to the Offerings; or disobey any requirements, procedures, policies, or regulations of networks connected to the Offerings;
(N) Express or imply that any statements you make are endorsed by The Pulse, its officers, employees, agents, or affiliates (except as expressly permitted by The Pulse);
(O) Obtain, copy, monitor, index or data mine through the use of a robot, spider, any automated device, or any manual process, the Website or its contents (except as expressly permitted by The Pulse);
(P) Remove any copyright, trademark, or other Intellectual Property Rights or proprietary rights notices contained in the Offerings; and
(Q) Engage in any other activity deemed by The Pulse, in its sole discretion, to be in conflict with the spirit or intent of these Terms or that might violate the rights of others or give rise to liability.
5.3 Your Communication.
(A) You are solely responsible for your conduct, content, and communications with others while using the Offerings. The Pulse is not responsible for these things.
(B) The Pulse, in its sole discretion may terminate your access to the Offerings, if The Pulse determines you are slandering or otherwise disparaging The Pulse, the Offerings, its Users, or related materials. The Pulse reserves the right to file a civil claim of action against you for any such damaging actions you take that materially harm The Pulse.
5.4 No Resale of Information or Offerings.
Unless expressly authorized by The Pulse in writing, you may not resell or lease the Offerings or any information directly or indirectly extracted from The Pulse. Further, you may not leverage a Subscription to The Pulse to provide services similar to the Offerings provided by The Pulse. This includes forwarding e-mail notifications, allowing others to use your login information, or otherwise leveraging The Pulse’s intellectual property or Offerings to sell, market, or promote your own services or products, without obtaining prior authorization from The Pulse.
5.5 Civil and Criminal Penalties.
It is a violation of the law and these Terms to use any of The Pulse’s intellectual property in whole or in part, and any derivative thereof without the Pulse’s permission or inconsistent with these Terms. Notwithstanding any other limitations in these Terms, The Pulse reserves the right to prosecute infringers to the fullest extent allowed by criminal or civil statute in any jurisdiction allowed, including asking for financial penalties and equitable relief.
5.6 Abusive and Excessive Usage.
You may not engage in abusive or excessive usage of the Offerings. Abusive or excessive usage includes usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Offerings for any other User. This includes using automated methods for scraping The Pulse data, excessively downloading The Pulse Website content. The Pulse will endeavor to notify account holders of any abusive or excessive usage to provide account holders with an opportunity to reduce such usage to a level acceptable to The Pulse, however The Pulse reserves the right to terminate your account and block you from further usage without notice or a refund of any payments made.
6. THIRD-PARTY CONTENT, PRODUCTS, AND SERVICES; LINKS.
Opinions and statements expressed by Users and third-parties are theirs alone, not opinions of The Pulse. Content created by third-parties is the sole responsibility of the third-parties and its accuracy and completeness are not endorsed or guaranteed. The Offerings may include and users may provide links to web pages, websites, and various resources or services. The Pulse has no control over the information you access via such links, does not endorse that information, and shall not be responsible for it or for the consequences of your use of that information. YOU ACKNOWLEDGE AND AGREE ACCESS AND USE OF THIRD-PARTY CONTENT, WEBSITES, INFORMATION, RESOURCES, OR SERVICES, IS SOLELY AT YOUR OWN RISK.
7. REGISTRATION, ACCOUNT MANAGEMENT, SECURITY.
7.1 Account Creation and Usage.
User logins to access The Pulse’s Offerings may be used by one individual per unique login, and may not be shared. If an individual user login is shared among more than one individual, The Pulse may cancel the associated account with no prior notice, without allowing you to export your data, and without any obligation to refund any payments made to The Pulse.
As part of the registration process which may be necessary to obtain access to the Offerings or certain portions thereof, certain registration information may be provided to The Pulse. You represent that (a) you have completed any registration process necessary to use the Offerings, and (b) any registration information you provide is accurate and truthful. You shall promptly update the registration information through the Website or as otherwise directed by The Pulse in order to keep such information true, accurate, and up to date. Each registration is for a single user only. The Pulse reserves the right to deny creation of your account based on The Pulse’s inability to verify the authenticity of your registration information. If, as a part of such registration, The Pulse provides you with the ability to select a username, you shall not: (i) select a username already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that The Pulse, in its sole discretion, deems offensive or inappropriate. You agree to maintain only one account with the Offerings at any time and certify that you currently have no other account(s) with the Offerings. You also agree not to access the Offerings simultaneously from two or more devices.
7.2 Keep Your Password Secure.
You agree to treat your username and password (individually and collectively, “User ID”) as confidential and not to disclose such User ID, either directly or indirectly, to any person. You are fully responsible for all of your usage of and activity relating to the Offerings including any use of the User ID. Only you may access a password-protected portion of the Offering through the User ID and access may not be shared with any other person or used in any manner that is inconsistent with these Terms. If you become aware of any unauthorized access to your account, you must notify The Pulse immediately.
7.3 Account Monitoring; Account Termination.
The Pulse and its affiliates reserve the right to periodically audit and monitor (physically or electronically) your use of the Offerings to ensure compliance with these Terms and to maintain and improve the provision of the Offerings. The Pulse may also terminate your account and delete any content contained in it if you do not renew your Subscription within five (5) days after the end of the most recent Billing Cycle.
8. REPRESENTATIONS AND WARRANTIES.
Each time you use the Offerings, you shall be deemed to represent, warrant, and covenant to The Pulse that: (i) you have all requisite regulatory and legal authority to enter into and be bound by these Terms; and (ii) your use of the Offerings complies with all applicable laws, rules, and regulations. You further covenant that you shall not use the Offerings or any information obtained through the Offerings in violation of any law.
9. DISCLAIMER; NO-WARRANTIES.
9.1 No-Warranties.
THE OFFERINGS, INCLUDING ALL RELATED MATERIALS, INFORMATION, SOFTWARE, AND CONTENT, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE PULSE DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AVAILABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE PULSE ALSO DISCLAIMS ANY WARRANTY THAT THE PRODUCTS AND SERVICES CONTEMPLATED UNDER THESE TERMS WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PULSE OR THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9.2 Disclaimers.
(A). Assumption of Risk.
By accessing Offerings or related materials, whether paid or unpaid, you assume all the risk of your access and any subsequent actions you choose to take as a result of the influence, information, or materials provided to you. You further understand that you download from, or otherwise obtain content or services through, the Offerings at your own discretion and risk.
(B) No Confidentiality.
You have no right to confidentiality unless otherwise explicitly stated, such as in a subsequent agreement, or otherwise implicitly agreed upon as mandated by law or fiduciary duty.
(C) Errors and Omissions.
The Offerings are updated on a regular basis. While The Pulse tries to make accurate statements in a timely and effective manner, The Pulse cannot guarantee that all materials and related media contained in the Offerings are entirely accurate, complete or up to date. You expressly acknowledge and understand that any information or knowledge you gain as a result of your access to and use of the Offerings is at your own risk. If you should see any errors or omissions please notify The Pulse of such errors or omissions.
(D) Third-Party Disclaimer.
You acknowledge and agree that The Pulse is not liable for any defamatory, offensive, or illegal conduct of any other participant or User, including you.
(E) Harm to Your Computer.
You understand and agree that your use, access, download, or otherwise obtaining content, Website materials, software, or data through the Offerings is at your own discretion, and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results therefrom.
9.3 Survival.
This Section 9 shall survive termination of these Terms.
10. LIMITATION OF LIABILITY AND DAMAGES; INDEMNIFICATION; ATTORNEY’S FEES.
10.1 Limitation of Liability.
IN NO EVENT SHALL THE PULSE BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE OFFERINGS, INCLUDING THE USE OR INABILITY TO USE THE OFFERINGS, ANY CONTENT OBTAINED FROM OR THROUGH THE OFFERINGS, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION IN ANY INFORMATION (REGARDLESS OF CAUSE) CONTAINED IN THE OFFERINGS, EVEN IF YOU OR THE PULSE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In jurisdictions which do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, The Pulse’s liability shall be limited to the fullest extent allowed by such jurisdiction’s laws.
10.2 Limitation of Damages.
IN NO EVENT SHALL THE PULSE’S AGGREGATE LIABILITY EXCEED THE EITHER (1) THE AMOUNT ACTUALLY PAID BY YOU TO THE PULSE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR (2) ONE HUNDRED DOLLARS ($100), WHICHEVER AMOUNT IS GREATER.
10.3 Basis of the Bargain.
YOU ACKNOWLEDGE AND AGREE THAT THE PULSE HAS OFFERED THE OFFERINGS, INCLUDING THE WEBSITE AND THE CONTENT THEREON, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THESE TERMS. YOU ALSO ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE PULSE, AND THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE PULSE. THE PULSE WOULD NOT BE ABLE TO PROVIDE THE OFFERINGS TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
10.4 Indemnification.
You agree, to the extent permissible, to indemnify, defend and hold harmless The Pulse, its affiliates, licensors, suppliers, advertisers, sponsors, managers, members, employees, consultants, agents and other representatives, from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your access to, use or misuse of the Offerings; (b) your breach or violation of these Terms; (c) any breach of the representations, warranties, and covenants made in these Terms; (d) your failure to comply with applicable laws (including any failure to obtain or provide any necessary consent or notice); (e) the infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User profile or content; (f) your breach or alleged breach of any interaction, agreement, or policy between you and any other Users.
The Pulse reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify The Pulse, and you agree to cooperate with The Pulse’s defense of these claims. You agree not to settle any such matter without the prior written consent of The Pulse. The Pulse will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
10.5 Attorneys Fees.
If you bring any legal action against The Pulse arising under or pursuant to these Terms or related to the Offerings, you agree that, in the event you do not prevail, or The Pulse does prevail, you will reimburse The Pulse for reasonable attorneys’ fees and costs associated with The Pulse’s defense of the action.
10.6 Survival.
This Section 10 shall survive termination of these Terms.
11 TERM AND TERMINATION.
11.1 Term.
These Terms shall remain in full force and effect so long as you use or access the Offerings unless your account is terminated as provided in these Terms, in which case you no longer have the right to use the Offerings.
11.2 Termination by The Pulse.
At any time, The Pulse in its sole discretion, may for any reason or no reason and without penalty, suspend or terminate (a) any account (or any part thereof) you may have with The Pulse or(b) your access or use of the Offerings. Upon such termination, The Pulse may remove and discard all or any part of your account and content. The Pulse, in its sole discretion, may also revoke access to the Offerings, including the Website, at any time and if necessary, block your IP address from further visits to the Offerings. You agree that any termination of your access to the Offerings including any account you may have may be affected without prior notice, and you agree that The Pulse will not be liable to you or any third-party for any such termination. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies The Pulse may have at law or in equity. As discussed in these Terms, The Pulse does not permit copyright, trademarks, or other intellectual property infringing activities on the Offerings, and will terminate access to the Offerings by any Users who are found to be infringers.
11.3 Termination by You.
You have the unilateral right to terminate your use of and access to any Offerings and thereby terminate this agreement at any time. You may terminate these Terms at any time by deleting your login account with the Offerings and discontinuing use of any and all parts of the Offerings. If you terminate a Subscription during an ongoing Billing Cycle, you will not receive a refund for any period of time you did not use in that Billing Cycle unless a refund is required by law.
12. FINANCIAL CONSIDERATIONS.
12.1 No Refunds.
Due to the nature of the services and products provided, refunds will not be given unless otherwise specified in writing.
12.2 Chargebacks.
You agree to make every attempt to file a refund prior to attempting a chargeback with your financial institution. In the event of a chargeback attempt, you expressly agree to forfeit any and all of The Pulse’s materials afforded to you in exchange for your original purchase of the Offerings. The Pulse reserves the right to present proof of your access and these Terms to the financial institution investigating the dispute.
13 MISCELLANEOUS.
13.1 Notice.
The Pulse may provide you with notices, including those regarding changes to the Terms, by email, regular mail, postings on the Offerings, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless The Pulse is notified that the email address is invalid. Alternatively, the Pulse may give you legal notice by mail to a postal address, if provided by you through the Offerings. In such case, notice will be deemed given three (3) days after the date of mailing. Notices posted by The Pulse on the Offerings are deemed given fifteen (15) days following the initial posting. Any notices directed to The Pulse shall be sent by certified U.S. Mail, potage prepaid, to The Pulse of GovCon at P.O. Box 710746, Oak Hill, VA 20171 and also via e-mail to pundits@pulsegovcon.com with such notice being deemed given upon delivery.
13.2 No Waiver.
The failure of The Pulse to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by an authorized representative of The Pulse.
13.3 Assignment and Delegation.
You may not voluntarily assign any right or obligation under these Terms without The Pulse’s prior written consent. The Pulse may assign or delegate its rights and obligations under these Terms at any time without notice to you. Any purported assignment or purported delegation in violation of this Section 13.3 is void.
13.4 Survival.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including Sections 9, 10, and 13 and the Privacy Policy and the Cookie Policy.
13.5 Interpretation; Headings.
The use of the terms “includes,” “including,” “such as,” and other similar terms shall be deemed not to limit what else may be included. The heading references in these Terms are for convenience purposes only and shall not be interpreted to limit or affect any provision of these Terms.
13.6 Entire Agreement.
These Terms, the Privacy Policy, and Cookie Policy together constitute the entire agreement between you and The Pulse relating to the subject matter of this agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in these Terms are expressly merged into and superseded by these Terms.
13.7 Severability.
If any part or provision of these Terms is held to be unlawful, void, or unenforceable, by a court of competent jurisdiction that part or provision will be severed and the remaining provisions contained in these Terms remain in full force and effect, so long as the essential provisions of these Terms for each party remain legal and enforceable.
13.8 Governing Law and Jurisdiction.
These Terms are governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to its conflicts of law principles. YOU AND THE PULSE HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN OR FOR FAIRFAX COUNTY, VIRGINIA OR THE FEDERAL COURTS LOCATED IN THE EASTERN DISTRICT OF VIRGINIA WITH RESPECT TO ANY LEGAL OR EQUITABLE CLAIM, DISPUTE, OR ACTION OR PROCEEDING ARISING FROM OR RELATING TO YOUR USE OF THE OFFERINGS OR THESE TERMS.
13.9 All Rights Reserved.
All rights not expressly granted in these Terms or any expressly written here, are reserved by The Pulse.
14. CONTACT.
Notices and questions about any term of these Terms may be directed to: The Pulse at pundits@pulsegovcon.com.
