Terms of Service
Effective date: February 23, 2021
Thank you for your interest in WirePulse! We are glad that you are here, and we look forward to providing services to you.
These Terms of Service (“Terms”) describe and govern your rights and responsibilities when you use WirePulse’s websites (www.wirepulse.io, www.reelsense.io), web-based application(s), SaaS-based software services and all related services and service features (collectively the “Site” or “Sites” as applicable). These Terms will govern your access to and use of the Sites whether you are a website visitor, a Customer or a User (as those terms are defined below).
By clicking on the "agree" checkbox on WirePulse’s website or applications, by creating a Customer or User account, by purchasing services, and/or by accessing, browsing, or otherwise by using our Sites, you agree that these Terms will constitute a legal agreement between you and WirePulse and that you will be bound hereby.
The terms “you,” “yours” (and related terms) refer to the individual (and/or the legal entity bound by such individual) who either visits a Site or is otherwise bound by these Terms. The terms “us,” “ours” (and related terms) refer to WirePulse Inc.
If you do not agree to these Terms (or any changes hereto), please do not access or otherwise continue to use the Sites. If you have any concerns or questions about these Terms, please contact us (our contact information is below). We reserve the right to make changes to these Terms from time to time, and we will provide notice of such changes by posting revised Terms on our Sites; and thereafter, your continued use of the Sites will be deemed to be your agreement to the revised Terms.
These Terms require binding arbitration to resolve disputes. In addition, these Terms limit the remedies that may be available to you in the event of a dispute.
1. About WirePulse
WirePulse is a Delaware corporation, and our primary business address is included below. Our contact information is available on our website, and you can contact us via the following:
Wire Pulse, Inc 1509 W. Berwyn Ave Suite 201B Chicago, IL 60640
2. Overview of WirePulse’s Services
WirePulse provides a unique service which allows our Customers and Users (as defined below) to monitor the location and status of industrial cable and wire reels in real time. In addition, using our proprietary technologies (IoT, SaaS), Users can generate detailed information about cable usage and can thereby maximize a variety of operational efficiencies.
While certain portions of our Sites can be viewed via the internet (e.g. the www.WirePulse.io website), Customers and Users will have to register (create an account) in order to access our secure proprietary applications and service features.
Definitions: Our services are provided to registered customers (“Customers”). Customers are able to request user accounts for employees and third-party guest users (“Authorized Users” or “Users”) to access secure areas of the Sites.
As long as you are in compliance with these Terms, you (whether you are a visitor, Customer or User) are hereby granted a limited, revocable, non-transferrable license to access and use the Sites and WirePulse’s services in accordance with the terms herein.
In order to access certain features of the Sites you may be required to register for an account (“Account”). If you choose to register, you agree to: (1) provide true, accurate, current and complete information about yourself as prompted by the applicable registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
WirePulse maintains two different kinds of registered Accounts: Customer Accounts and Authorized User Accounts.
If you are registering as a Customer you will be responsible for: (i) paying all applicable fees; (ii) requesting access for Users; (iii) retracting User’s access when and if applicable (by notifying us to take such action), and (iv) for the actions of your Users.
If you are registering as a User you will remain responsible at all times for your compliance with these Terms.
For all Accounts: You represent that you are: (i) of legal age to form a binding contract; and (ii) not restricted from using the Sites by law or these Terms. And if you are registering on behalf of a legal entity (e.g. a company), you represent that you are authorized to act on behalf of and can bind that entity to these Terms.
Following registration, you are and will be responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify WirePulse immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or if WirePulse has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, WirePulse has the right to suspend or terminate your Account and refuse any and all current or future use of the Sites (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself (except of course, if you are legitimately registering on behalf of a Customer entity). WirePulse reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Sites if you have been previously removed by WirePulse, or if you have been previously banned from use of the Sites.
Registration and use of the Sites is limited to: (1) individuals and organizations located within the United States and US territories; and (2) individuals who are at least 18 years of age. WirePulse may cancel any Account that does not comply with these restrictions.
4. Payments and Fees, Payment Processing Services
WirePulse generally provides services to its Customers on a SaaS basis, and in addition, the use of some elements of the Sites may be offered by WirePulse for a fee. Unless otherwise agreed in writing: (a) fees are subject to change without notice, (b) you agree to pay WirePulse in advance for the applicable fees to be provided by WirePulse under these Terms; and (c) following payment, fees will not be refundable. You will provide WirePulse with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information. If such information is false or fraudulent, WirePulse reserves the right to terminate your use of the Sites and reserves the right to seek any other legal remedies. WirePulse is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by WirePulse. Each charge will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. All fees will be paid in U.S. dollars and are due as agreed on by the parties in writing between the parties, on the Sites or (if neither of the foregoing apply) then in accordance with WirePulse’s then-applicable standard rates. WirePulse’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on WirePulse’s income.
5. Ownership of WirePulse IP, Sites and Features
WirePulse and its licensors own all rights, title, and interest (including all intellectual property rights of every kind) in and to all aspects and elements of the Sites and WirePulse’s services (including but not limited to, any computer code, graphics, themes, objects, characters, artwork, animations, sounds, methods of operation, moral rights, and documentation) which are developed or implemented by WirePulse at any time. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Sites. You acknowledge and agree that you shall have no ownership or other property interest in your Account or the Sites, and you further acknowledge and agree that all rights in the Sites are and shall forever be owned by and inure to the benefit of WirePulse. You agree not to copy or reverse engineer any portion of the Sites, directly or indirectly. All rights not expressly granted by these Terms are retained and reserved by WirePulse.
Any unauthorized use of the Sites will terminate the license granted by WirePulse to you under these Terms and may violate applicable law, including but not limited to copyright laws, trademark laws (including trade dress), and applicable communications laws and regulations.
You agree that submission of any ideas, suggestions, documents, and/or proposals to WirePulse (“Feedback”) is provided by you voluntarily and at your own risk and that WirePulse has no obligations (including without limitation obligations of confidentiality) to you with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to WirePulse a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
6. User Content, Use of Sites
You are legally responsible for all data, content, opinions, comments or other information ("User Content") uploaded or shared through your Account or otherwise through your use of the Sites. You are responsible for any User Content that may be lost or unrecoverable through your use of the Sites. WirePulse does not control the User Content posted or shared via the Sites and as such, does not guarantee the accuracy, integrity or quality of such content.
WirePulse reserves the right, in its sole discretion, without notice at any time, to: (a) review User Content posted via the Sites; (b) edit, remove or refuse to post any User Content, in whole or in part, for any or no reason in WirePulse’s sole discretion; (c) take any action with respect to any User Content that we deem necessary or appropriate in WirePulse’s sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Sites or the public or could create liability for WirePulse; (d) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (e) disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request; (f) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Sites; and (g) terminate or suspend your access to all or part of the Sites for any or no reason, including without limitation, your violation of these Terms or any other agreement between you and WirePulse.
10. Your Liability
You are solely responsible for your activities and conduct on the Sites. You agree to indemnify WirePulse and its shareholders, directors, officers, employees, agents, successors and assigns (each an “Indemnified Party”) against any and all third party claims, actions, demands, suits and all related losses, liabilities, damages, penalties, costs and expenses (including, but not limited to, reasonable attorneys' fees) incurred by an Indemnified Party arising out of or related to: (a) any violation of law or regulation from your use of the Sites, (b) any actual or alleged breach by you of any obligations, representations, warranties under these Terms; and (c) any actual or alleged infringement or misappropriation of the intellectual property rights of any third party by any data, text, photographs, graphics, messages, comments or other materials (collectively, "User Content") that you submit or a third party submits on your behalf or using your Account. Furthermore, WirePulse takes no responsibility for any damages, injuries or other consequences that occur from you using WirePulse’s content (e.g., instructional videos).
11. Trademarks and Service Marks
"WirePulse," "WirePulse.io" “ReelSense” and WirePulse's logos are common law trademarks and may also be protected by federal and state trademark law, and may not be copied, used or imitated, in whole or in part, without the prior written permission of WirePulse or its suppliers or licensors. You may not use meta tags or any other "hidden text" using any of the above-referenced marks without WirePulse's permission. Additionally, all page headers, graphics, icons, and scripts are service marks, trademarks, and/or trade dress of WirePulse, and may not be copied, imitated, or used, in whole or in part, without WirePulse's prior written permission. All other names or logos mentioned on the Service, or any other trademarks, registered or otherwise, are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by WirePulse.
12. Links and Third-Party Content
13. No Warranties
THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY OR DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITES, IS AT YOUR SOLE RISK. WIREPULSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, SITES, AND ALL CONTENT AVAILABLE THEREIN THE SITE. WIREPULSE DOES NOT REPRESENT OR WARRANT THAT THE SITES ARE ACCURATE, COMPLETE, CURRENT, RELIABLE OR ERROR-FREE.
WirePulse is not responsible for typographical errors or omissions relating to pricing, text or photography. We cannot and do not represent or warrant that the Sites or its server(s) are free of viruses or other harmful components, including content that is posted by third parties. You should use industry-recognized software to detect and disinfect viruses from any download.
14. Limited Liability
IN NO EVENT SHALL WIREPULSE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITES THEREIN OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA.
UNLESS OTHERWISE AGREED IN WRITING BY THE PARTIES, WIREPULSE'S AGGREGATE LIABILITY FOR ANY ACTUAL AND DIRECT DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNTS YOU PAID TO WIREPULSE DURING THE PRIOR 12 MONTH PERIOD.
You acknowledge that the above limitation of liability is a reasonable allocation of risk for your use of the Sites and is a fundamental element of the basis of the agreement between you and WirePulse. WirePulse would not be able to provide the Sites on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of WirePulse’s suppliers as well.
Some jurisdictions do not allow the limitation or exclusion of certain warranties, conditions or damages, so some of the above exclusions may not apply to you.
15. Prohibited Conduct
Any violation of the following terms may result in the suspension or termination of your Account and access to the Sites, and such other action as WirePulse deems appropriate. Indirect or attempted violations of this policy, and actual or attempted violations by a third party on your behalf, shall be considered violations of the policy by you.
The following non-exhaustive list describes the kinds of illegal or harmful conduct that are prohibited on the Sites.
You agree not to upload, post, share or otherwise transmit any data that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, known to be false and presented as truth, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
You agree not to upload, post, share or otherwise transmit any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure Codes).
You agree not to upload, post, share or otherwise transmit any data that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You agree not to upload, post or otherwise transmit any data that potentially infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity.
You agree not to upload, post, share or otherwise transmit any data that is unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
You agree not to use an account name, file or directory name, or third level domain (i.e., aaa.WirePulse.com), or other identifier that infringes or misappropriates any trademark, service mark or other indicia of origin or that is otherwise likely to cause confusion as to the source, affiliation, sponsorship or endorsement of a third party's products or services.
You agree not to attempt to disguise the origin of any User Content transmitted to the Sites.
You agree not to act in any manner that negatively affects other users' ability to use the Sites.
You agree not to impersonate any person or entity, including, without limitation, a manufacturer or owner of any product, or falsely state or otherwise misrepresent your affiliation with a person or entity.
You agree not to interfere with the Sites, or servers or networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites.
You agree not to post content that would be harmful to minors in any manner.
You agree not to intentionally create and/or log in with multiple accounts.
You are prohibited from violating the security of any system or network comprising the Sites, including unauthorized access and monitoring any aspect or feature of the Sites.
You agree not to copy, decompile, reverse engineer, or create derivative works that include or are based on any aspect or element of the Sites.
You agree not to allow or facilitate any of the foregoing actions by any third party.
16. Arbitration Agreement
Unless otherwise agreed in writing, the parties agree that all Customer/User/visitor claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) arising under or in connection with: (a) these Terms; (b) the use of any product or service provided by WirePulse; or (c) related to the processing of personal data by WirePulse, which cannot be resolved informally or on an individual basis in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this section (this “Arbitration Agreement”). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and WirePulse, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to WirePulse should be sent to: WirePulse Inc., c/o Legal Counsel, 100 Tri State International, Suite 260, Lincolnshire, IL 60069. After the Notice is received, you and WirePulse may attempt to resolve the claim or dispute informally. If you and WirePulse do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms.
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
You agree that all business and technical information of WirePulse, including without limitation, the private areas of the Sites and all software, source code, inventions, algorithms, know-how and ideas, which is designated in writing as confidential or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of WirePulse and its licensors (“Confidential Information”). Confidential Information does not include information that: (a) is previously rightfully known to you without restriction on disclosure, (b) is or becomes known to the general public, through no act or omission on the part of you, (c) is disclosed to you by a third party without breach of any separate nondisclosure obligation, or (d) is independently developed by you (and such development can be demonstrated by clear written evidence).
Except for the specific rights granted by these Terms you agree that you will not access, use or disclose any of WirePulse’s Confidential Information without its written consent, and that you shall use at least the standard of care used to protect your own Confidential Information, but not less than reasonable care to protect WirePulse’s Confidential Information. You will be responsible for any breach of confidentiality by your employees and contractors and Authorized Users.
Nothing herein shall prevent you from disclosing any Confidential Information as necessary pursuant to any applicable court order, law, rule or regulation; provided that prior to any such disclosure, you shall use reasonable efforts to (a) promptly notify WirePulse (to the extent legally permitted) in writing of such requirement to disclose and (b) cooperate with WirePulse in protecting against or minimizing any such disclosure or obtaining a protective order.
18. General Provisions
A. Release. You hereby release WirePulse and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Sites or any interaction between you and any other user of the Sites. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
B. Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without WirePulse’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. WirePulse shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
C. Governing Law. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Illinois, without giving effect to any principles that provide for the application of the law of another jurisdiction.
D. No Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
E. Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
F. Compliance with Export Laws. You may not use, export, import, or transfer the Sites except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Sites, and any other applicable laws. In particular, but without limitation, the Sites may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Sites, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
G. Contract Documentation. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
H. Changes to these Terms. These Terms are subject to change by WirePulse in its sole discretion at any time. When changes are made, WirePulse will make a new copy of the Terms available on the Sites, and we will also update the effective date on the Terms. If WirePulse makes any material changes, and you have registered with us to create an Account, WirePulse will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. WirePulse may require you to provide consent to the updated Terms in a specified manner before further use of the Sites is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Sites. Otherwise, your continued use of the Sites constitutes your acceptance of such change(s). You are responsible for reviewing these Terms from time to time to be aware of all changes.