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PulseIQ, LLC
Benchmarking Services Terms and Conditions

OWNERSHIP OF INFORMATION. 

  • Client agrees that all information and Property Data collected, contained or formulated in any report(s), findings or analysis shall remain the property of the Client. PulseIQ reserves the right to keep a copy of Client’s Property Data.
  • Client agrees that all work product, data, notes, records, processes, procedures, means and methods, designs, improvements, developments, discoveries and trade secrets (collectively, “Information”) conceived, made or discovered by PulseIQ, solely or in collaboration with others, under this Agreement which relate in any manner to the scope of services are the sole property of PulseIQ.

LIMITATION OF LIABILITIES; DISCLAIMER.

  • PulseIQ’s scope of services is limited to review and submission of the Client’s Property Data as provided by the Client. PulseIQ’s verification of Client’s Property Data does not imply that the underlying data is true, accurate, correct or has been substantiated or corroborated by PulseIQ. PulseIQ fully relies on the Client’s data/information on an as-is and good faith basis.
  • TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PULSEIQ OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST INFORMATION, LOST DATA, OR LOST PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT. PULSEIQ’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT COVERED BY PULSEIQ’S INSURANCE.
  • TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, PULSEIQ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES AND MATERIALS PROVIDED BY PULSEIQ PURSUANT TO THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IN ADDITION, PULSEIQ MAKES NO WARRANTIES WHATSOEVER RELATED TO ANY THIRD-PARTY DATA OR INFORMATION.

NOTICE. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties by Email at the Email address provided herein or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) immediately upon Email transmission to the Party’s specified Email address, (c) two (2) days after being deposited with the postal service if served by registered mail, or (d) the following day after being deposited with an overnight courier.
INDEMNIFICATION. Except to the extent paid to PulseIQ in settlement from any applicable insurance policies, and to the extent permitted by applicable law, Client agrees to indemnify and hold harmless PulseIQ, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all third-party claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of Client, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
AMENDMENT AND MODIFICATION. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
ASSIGNMENT. Client will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of PulseIQ.
ENTIRE AGREEMENT. The Parties acknowledge and agree that this Agreement contains their entire agreement relating to its subject matter, and that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
HEADINGS. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without implication of any conflict of laws.
SEVERABILITY. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER. A Party’s waiver or failure to take action to remedy a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
NO STRICT CONSTRUCTION. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of e-transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
LATE PAYMENTS. Payments more than sixty (60) days delinquent shall bear interest at the rate of one and one-half (1½%) percent per month. PulseIQ reserves the right to immediately terminate the Services on delinquent accounts. In the event that PulseIQ utilizes the services of an attorney to collect any past due amount(s), or otherwise enforce or defend any right hereunder, PulseIQ shall be entitled to recover from Client all reasonable attorney’s fees and other costs and expenses related to such effort.