Terms of Service

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

These terms may be updated at Email Pulse's sole discretion. Questions should be directed to [email protected]. Different products have specific provisions in 'Product Terms' sections. IF YOU ARE USING OUR ALPHA, BETA, OR FREE SERVICES, THE PRODUCT TERMS WILL TAKE PRECEDENCE OVER THE GENERAL TERMS IN CASE OF ANY CONFLICT.

General Terms

1. Definitions

Agreement

These Terms of Service and all referenced and incorporated materials, as updated by Email Pulse in its sole discretion.

Billing Period

The period for which you are billed. The Billing Period matches or is shorter than the Subscription Term.

Collected Personal Data

As defined in the Data Protection Agreement.

Consulting Services

Professional services including training, installation, integration, and related services provided by Email Pulse.

Contact Information

Name, email address, phone number, usernames, and related information from landing pages or uploaded data.

Customer Data

All information submitted to or collected via the Subscription Service, including Collected Personal Data and Customer Materials.

Customer Materials

User-provided materials posted or submitted for public display through the Subscription Service.

CXO

Customer Experience Optimization product offerings.

Data Event

A string of data from a website visitor interaction.

Data Event Limit

The maximum number of monthly Data Events included in your subscription.

Email Pulse, we, us, our

Email Pulse, Inc., a Florida corporation, 5901 Broken Sound Pkwy. NW, Suite 100, Boca Raton, FL 33484.

Email Pulse Content

Audio, visual, documents, software, products, and services provided by Email Pulse.

Email Pulse Materials

All information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the services.

Email Pulse Technology

Proprietary technology including software, hardware, processes, algorithms, interfaces, know-how, and designs.

Intellectual Property Rights

Unpatented inventions and all other forms of intellectual property protection.

Sensitive Information

CREDIT OR DEBIT CARD NUMBERS; PERSONAL FINANCIAL ACCOUNT INFORMATION; SOCIAL SECURITY NUMBERS; PASSPORT NUMBERS; DRIVER'S LICENSE NUMBERS OR SIMILAR IDENTIFIERS; RACIAL OR ETHNIC ORIGIN; PHYSICAL OR MENTAL HEALTH CONDITION OR INFORMATION.

Site Visit

A single user session or interaction with a website.

Statement of Work

A mutually agreed document outlining project activities, deliverables, fees, and timelines.

Subscription Fee

The payment amount for the Subscription Service.

Subscription Service

Web analytics or CXO applications, tools, and platform accessible via designated URL, with ancillary services.

Subscription Term

The initial term plus all renewal terms.

User(s)

Authorized employees, representatives, consultants, contractors, and agents with account credentials.

Visitor Limit

The maximum number of monthly site visits included in your subscription.

Web Analytics

Web Analytics product offering.

You/your/Customer

The person or entity using the service, as identified in the billing statement or Statement of Work.

2. The Subscription Service

Email Pulse will provide access to the Subscription Service during the Subscription Term as outlined in this Agreement. Usage limits (Users, Site Visits, Data Events per month) are specified in the Statement of Work.

WE MAY UPDATE THE SUBSCRIPTION SERVICE OVER TIME BY ADDING, REMOVING, OR ENHANCING FEATURES TO IMPROVE YOUR EXPERIENCE. HOWEVER, WE WON'T MAKE CHANGES THAT MATERIALLY REDUCE THE FUNCTIONALITY OF THE SUBSCRIPTION SERVICE DURING YOUR SUBSCRIPTION TERM.

Some features may derive from third-party providers. Additional features are available through a new Statement of Work.

3. Customer Support

Support is included in the Subscription Fee:

• Phone Support: Monday–Friday, 9:00 AM to 6:00 PM ET (excluding U.S. national holidays)
• Webform Support: 24/7 at emailpulse.ai/company/contact-us; responses during phone support hours with a goal of one business day response

24/7 availability target excluding scheduled maintenance. See the Service Level Agreement for details.

4. Consulting Services

Consulting Services are purchasable through a Statement of Work with fees separate from the Subscription Fee. Recurring Consulting Services are treated as a subscription component, renewing per the 'Renewal Subscription Term' section. Unless otherwise agreed, services are performed remotely.

On-site services: Customer reimburses reasonable expenses within 30 days of invoice. Hour-based services expire per the outlined timeframe from purchase. Deliverable-based services are completed within the specified "Delivery Period" from purchase. Non-completion due to Customer failure deems services complete at Delivery Period end. Non-completion due to Email Pulse failure extends the Delivery Period appropriately. Third-party service providers may deliver some or all elements. Non-cancellable; non-refundable.

5. Fees and Payments

Subscription Fees

Fixed during the Subscription Term unless: (i) exceeding applicable limits, (ii) changing products or base packages, or (iii) subscribing to additional features, products, Visits, or Data Events. Price changes apply in the next Billing Period with notification.

Fee Adjustments in Next Billing Period

Exceeding limits triggers upward tier adjustment at the next Billing Period; fees won't decrease despite subsequent usage reduction. Pricing and limits at emailpulse.ai/pricing.

Payment by Credit Card

Authorization to charge card or bank account for all Subscription Term fees. Third-party processor consent provided.

Payment by Invoice

Invoice at Initial Term start and subsequent Billing Period starts. Due within 30 days unless otherwise specified in SOW.

Payment Information

Keep contact, billing, and credit card information current via the Billing Page. Non-cancelable payment obligations; non-refundable amounts except as specified. All fees due and payable in advance throughout the Subscription Term. Partners purchasing for clients guarantee payment.

Sales Tax

Fees are exclusive of applicable taxes. Customer is responsible for all applicable taxes. No Email Pulse liability for taxes on gross revenues or net income. EU customers: fees exclusive of VAT; must provide VAT registration number. GST subject customers: fees exclusive of GST. Withholding tax requirement: pay withheld amount plus additional amount for full Email Pulse payment.

6. Subscription Term and Renewal

Initial Subscription Term

Begins on the effective date and expires at the selected period end.

Renewal Subscription Term

Auto-renews unless written non-renewal notice is sent 45–90 days before Term end for the shorter of the Initial Term or one year. Written notice to [email protected]. Renewal on current Agreement terms and renewal pricing per SOW or standard pricing at emailpulse.ai/pricing. Current product usage limits apply unless otherwise agreed.

End of Subscription Term

Cannot be canceled before expiration.

7. Email Pulse's Proprietary Rights

This Agreement provides access and use only; no software license is granted. The Service is protected by intellectual property laws and belongs to Email Pulse or its licensors. All ownership is retained by Email Pulse.

YOU AGREE NOT TO COPY, RENT, LEASE, SELL, DISTRIBUTE, OR CREATE DERIVATIVE WORKS BASED ON THE EMAIL PULSE CONTENT, THE SUBSCRIPTION SERVICE, OR THE CONSULTING SERVICES IN WHOLE OR IN PART, BY ANY MEANS, EXCEPT AS EXPRESSLY AUTHORIZED IN WRITING BY US.

Email Pulse marks are trademarks. The appearance, layout, color scheme, and design are protected trade dress. No use without prior written permission.

Feedback: WE OWN ALL RIGHTS TO FEEDBACK AND ARE FREE TO USE, DISCLOSE, REPRODUCE, LICENSE OR OTHERWISE DISTRIBUTE, AND EXPLOIT THE FEEDBACK AS WE SEE FIT (INCLUDING INCORPORATING FEEDBACK INTO THE SUBSCRIPTION SERVICE OR CONSULTING SERVICES), ENTIRELY WITHOUT PAYMENT OR ATTRIBUTION TO YOU OR ANY OBLIGATION OR RESTRICTION OF ANY KIND ON ACCOUNT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

8. Customer's Proprietary Rights

Customer owns and retains all Customer Materials and Customer Data rights. This Agreement grants no ownership rights to Email Pulse. A license is granted to Email Pulse and its licensors to use Customer Materials and Data only as necessary for service provision per this Agreement.

Shortened URL acknowledgment: data on shortened URL clicks may be publicly available for other parties' use.

If using the service on behalf of another party, you represent and warrant that you have sufficient rights and permissions.

9. Confidentiality

Confidential Information means non-public, confidential, proprietary information disclosed by the Disclosing Party to the Receiving Party (affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, accountants, advisors) orally or in written, electronic, or other form that a reasonable person would deem confidential.

Receiving Party obligations:

• Protect confidentiality with the same care as own similar information, at minimum reasonable care
• Not use outside Agreement scope
• Not disclose to third parties except as necessary for Agreement performance
• Limit access to employees, contractors, advisors, and agents needing knowledge

Legal disclosure exception: May disclose if required by federal, state, or local law, statute, rule, regulation, subpoena, or legal process, with prompt Disclosing Party notice enabling protective order pursuit. If Disclosing Party seeks a protective order, Receiving Party cooperates at Disclosing Party's cost. Without a protective order, Receiving Party may disclose with written notice far in advance and commercially reasonable efforts (at Disclosing Party's cost) obtaining confidential treatment assurances.

10. Customer Responsibilities

Full value realization requires Customer participation and effort. Potential required resources include: Project Manager, Content Creator(s), Sales Sponsor, Executive Sponsor, and Technical Resource.

Potential required responsibilities include: optimization campaign planning; new web content and digital asset creation; internal liaison support; top-level internal goals provision; regular success review meeting attendance; and service integration support.

11. Publicity

A non-exclusive, non-transferable, royalty-free limited license is granted to Email Pulse to use and display Customer trademarks, service marks, names, and company logos on Email Pulse's customer list, website, and in connection with this Agreement.

12. Customer Data

Limits on Email Pulse

Uses Collected Personal Data only for service provision per applicable DP Laws. The Data Protection Agreement is incorporated by reference.

Aggregate Data

Email Pulse may monitor all customer use and gather data in aggregate or anonymous manner without Collected Personal Data or identifying Customer or non-consenting persons, per law requirements.

Safeguards

Email Pulse maintains commercially appropriate administrative, physical, and technical safeguards protecting Customer Data. Customer consents to U.S. processing. Customer acknowledges Email Pulse acts as processor; Customer remains controller for EU data protection regulations.

No Sensitive Information

YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

13. Use and Limitations of Use

Acceptable Use

Use must comply with the Acceptable Use Policy at emailpulse.ai/acceptable-use, as modified unilaterally.

Prohibited/Unauthorized Use

• No automated systems ("robots," "spiders," "offline readers") sending more requests than human-reasonable production
• No use damaging, disabling, overburdening, or impairing websites or interfering with other party use
• No unauthorized access attempts
• No access outside the provided interface
• No unlawful or Agreement-prohibited use

Downtime

CUSTOMER ACKNOWLEDGES THAT CUSTOMER'S ACCESS TO AND USE OF THE SERVICES MAY BE SUSPENDED FOR THE DURATION OF ANY SCHEDULED OR UNSCHEDULED DOWNTIME OR UNAVAILABILITY OF ANY PORTION OR ALL OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, OR ANY OTHER ACTS, OMISSIONS OR FAILURES ON THE PART OF EMAIL PULSE.

Scheduled downtime notification is sent via email no later than 48 hours before. Immediate notification is required for unauthorized User identification, password use, or account access via emailpulse.ai/company/contact-us/.

14. Indemnification

Customer indemnifies, defends, and holds harmless Email Pulse (and its officers, directors, employees, agents, service providers, licensors, and affiliates) against third-party actions to the extent arising from:

• Unauthorized or illegal service use by Customer
• Customer non-compliance or breach
• Customer Third-Party Products use
• Unauthorized service use via Customer information
• Email Pulse use of Customer Marks

Email Pulse will: notify Customer within 30 days of claim awareness; grant Customer sole defense and settlement control; provide reasonable information and assistance at Customer's expense. Customer cannot accept any settlement imposing Email Pulse obligations, admissions, liability outside indemnifications, or restrictions without prior Email Pulse written consent.

15. Disclaimers; Limitations of Liability

Disclaimer of Warranties

WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, EMAIL PULSE CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, EMAIL PULSE CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability

Exceptions apply for payment liability, indemnity obligations, and IP rights violations. Otherwise, aggregate liability is limited to the lesser of five thousand dollars ($5,000) or total 12-month Subscription Fee payments.

16. Third Party Products

Email Pulse disclaims all liability respecting Third-Party Products used. Licensors have no liability. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

17. Termination, Suspension and Expiration

Termination for Cause

Either party may terminate: (i) upon 30 days' material breach notice, uncured at expiration, or (ii) immediately if the other party becomes subject to bankruptcy or insolvency proceedings. Otherwise, non-terminable before Subscription Term end.

Suspension for Prohibited Acts

Email Pulse may suspend User access for:

• Service use violating laws, regulations, or this Agreement
• Email send service use causing excessive bouncebacks, SPAM notices, or removal requests
• Repeated copyright or trademark infringement material posting or uploading

Suspension for Non-Payment

Email Pulse may suspend access upon 10 days' non-payment notice. No suspension during reasonable, good-faith dispute resolution. Reactivation may incur a re-activation fee.

Suspension for Present Harm

If website or service use: (i) has been subjected to denial-of-service or disruptive attacks, (ii) is engaging in such attacks, (iii) is creating a security vulnerability, (iv) is consuming excessive bandwidth, or (v) is causing harm, Email Pulse may suspend access with electronic or telephonic notice, attempting to limit suspension to affected portions, and promptly resolving issues.

Effect of Termination/Expiration

Customer ceases all service and Email Pulse Content use. Customer-caused termination: Email Pulse refunds prepaid unused fees post-termination. Email Pulse-caused termination: Customer pays unpaid fees through Term end. Fees are otherwise non-refundable.

Customer Data Retrieval

With all fees paid, a written 30-day post-termination or post-expiration request permits temporary service access for data retrieval or copies of all Customer Data. Access may be withheld until fee payment. Thirty days post-termination or post-expiration, no data maintenance obligation exists; deletion is permitted unless legally prohibited.

18. General

Amendment; No Waiver

Email Pulse may update any part or all of this Agreement, including fees, unilaterally. Updated terms are posted at emailpulse.ai/customer-terms-of-service/ with portal Notification app notice. Effective next business day post-posting. "Last Modified" date updates to reflect the most recent version. Periodic review encouraged.

Non-agreement with modifications: written 30-day notice triggers continued governance by pre-modification terms for the current term remainder. Renewal applies published website terms.

No right or remedy delay or failure-to-object waives such right or remedy or others. Single-occasion waiver is not a future waiver.

Applicable Law

Florida law governs without conflicts-of-law principles. Email Pulse, Inc. contracts consent to exclusive Ft. Lauderdale, Florida jurisdiction and venue.

Force Majeure

Neither party is responsible for performance failure or delay from: war, hostility, sabotage, acts of God, electrical, internet, or telecom outages (non-obligated party caused), government restrictions, or other uncontrollable events. Reasonable mitigation efforts required.

Actions Permitted

Except for nonpayment or proprietary rights breach, no action (in any form) within one year of cause accrual.

Party Relationship

No joint venture, partnership, employment, or agency relationship exists.

Compliance with Laws

Email Pulse complies with all U.S. state and federal laws in service provision, Consulting Services, and Customer Data processing. Email Pulse reserves the right to disclose information as law, regulation, legal process, or government request requires.

Customer must comply with all applicable laws, including export laws. All phone recording consent required prior. OFAC sanctions program compliance required. No direct or indirect service export, re-export, or transfer to prohibited countries or individuals; no prohibited country or individual use permitted.

Severability

Any invalid or unenforceable provision is deemed superseded by a valid, enforceable provision most closely matching the original intent. The remainder continues in full force.

Notice

Sent to the stated contact address, effective upon actual receipt.

To Customer: Address in Email Pulse Subscription account. Electronic notice via Subscription Service general notice; specific notice via email or portal notifications center. Telephone notice to account phone numbers. Customers must maintain current account information.

Entire Agreement

This Agreement (including each SOW), Service Level Agreement, Data Protection Agreement, Privacy Policy, Cookie Policy, and AUP constitutes the complete agreement, superseding all other proposals and agreements (electronic, oral, or written). SOW provisions take precedence over this Agreement in conflicts for the specific SOW only. Email Pulse objects to and rejects additional or different Customer terms including purchase orders, acceptances, or website terms. Obligations are non-contingent on future functionality or features or on public oral or written comments regarding future functionality or features.

Assignment

Customer cannot assign or transfer without prior Email Pulse written consent (not unreasonably withheld), including through merger, reorganization, asset sale, control change, or operation of law. Email Pulse may assign to affiliates or in merger, reorganization, asset sale, control change, or operation of law circumstances.

No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to confer upon any third-party person or entity any rights, benefits, or remedies.

Contract for Services

This is a services contract, not a goods sale. The UCC, UCITA, and substantially similar legislation do not apply. Outside-U.S. parties: the UN Convention on Contracts for the International Sale of Goods does not govern.

Authority Representation

Each party represents and warrants that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable per its terms.

Survival

The following sections survive expiration or termination: 'Definitions', 'Fees and Payments', 'Email Pulse's Proprietary Rights', 'Customer's Proprietary Rights', 'Confidentiality', 'Publicity', 'Indemnification', 'Disclaimers; Limitations of Liability', 'Termination, Suspension and Expiration', and 'General'.

Product Terms

1. Alpha/Beta Services

Additional terms apply if alpha or beta access is provided. Product Terms take precedence over General Terms in conflicts.

Alpha/Beta Services are provided "as is" without warranty. Email Pulse may suspend, limit, or terminate anytime without notice. No liability for damages from Alpha/Beta Services use. Additional terms may apply per notice. Confidentiality may be required. Feedback provision may be required. WE OWN ALL RIGHTS TO USE AND INCORPORATE YOUR FEEDBACK INTO OUR SERVICES AND PRODUCTS, WITHOUT PAYMENT OR ATTRIBUTION TO YOU.

Survival: 'Alpha/Beta Services' and 'Survival' sections survive.

2. Free Services

Additional terms apply if no Subscription Fee is paid and only Free Services are used. Product Terms take precedence over other sections in conflicts.

Additional Definitions: "Free Services" means Subscription Service or other unpaid trial or free products or features.

Free Services: Made available free of charge until the earlier of (a) free subscription termination or (b) paid subscription start.

Free Trial: Provided on a trial basis until the earlier of (a) trial end or (b) paid subscription start. Additional trial page terms apply if included. UNLESS YOU PURCHASE A SUBSCRIPTION TO THE APPLICABLE FREE SERVICES BEFORE THE END OF THE FREE TRIAL, ALL OF YOUR DATA IN THE SUBSCRIPTION SERVICE MAY BE PERMANENTLY DELETED AT THE END OF THE TRIAL, AND WE WILL NOT RECOVER IT.

Confidentiality: The General Terms Confidentiality section does not apply to Free Services.

Disclaimers; Limitations of Liability: WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE FREE SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE FREE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE FREE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EMAIL PULSE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EMAIL PULSE IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT EMAIL PULSE'S AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100). YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE FREE SERVICES TO YOU. THIS 'DISCLAIMERS; LIMITATIONS OF LIABILITY' SECTION SHALL APPLY IN LIEU OF THE 'DISCLAIMERS; LIMITATIONS OF LIABILITY' SECTION IN THE 'GENERAL TERMS'.

Email Pulse may suspend, limit, or terminate Free Services at any time without notice.

Contracting Entity/Applicable Law: North America provisions apply regardless of location.

Survival: 'Definitions' and 'Disclaimers; Limitations of Liability' sections survive.