Terms of Service

1. Acceptance of These Terms

These Terms of Service ("Terms") are a binding agreement between you and the business you represent ("you," "your," or "Customer") and PulsePoint Strategic, a sole proprietorship operated by Ty Bibas, and any successor entity that operates the business ("PulsePoint," "we," "us," or "our"). By accessing or using the Services, signing an order or service agreement that references these Terms, or authorizing us to perform the Services for you, you agree to these Terms. If you are agreeing on behalf of a company or other entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.

These Terms incorporate by reference our Privacy Policy. Where we process personal data on your behalf (for example, Command F documents or contact lists you provide), we will make available and execute a Data Processing Addendum (the "DPA") before we begin that processing; once executed, the DPA is incorporated into these Terms.

2. Definitions

• "Services" means PulsePoint's signal-intelligence platform, done-for-you outbound program, the customer dashboard, Command F, and related services we provide to you.
• "Customer Data" means information you provide to or upload through the Services, including your targeting criteria, voice and configuration settings, Command F documents, and connected mailbox credentials.
• "Business-Contact Data" means the professional, business-capacity contact information about prospects that we collect, enrich, and present through the Services, as described in our Privacy Policy.
• "Outreach" means the email and other communications we draft and present in the dashboard for your review and approval.
• "Authorized User" means an individual you permit to access the Services under your account.
• "Order" means a service agreement, order form, statement of work, or written/online arrangement specifying the Services and fees.

3. The Services

PulsePoint provides a done-for-you business-development service. We monitor publicly available business signals, build and enrich Business-Contact Data, use artificial intelligence to evaluate opportunities and draft Outreach tied to specific public events, and present that Outreach in a dashboard for your review. We also provide Command F, a tool that lets you query your own documents using natural language. We may provision and warm up secondary sending domains and connect mailboxes so that approved Outreach can be sent on your behalf. Specific scope, volumes, and deliverables are set out in your Order.

The Services rely on third-party providers (including AI model providers, data-enrichment providers, search and content providers, and email and hosting infrastructure). We may change our providers and the underlying technology over time, provided we do not materially reduce the core functionality you have purchased.

4. Eligibility, Accounts, and Authorized Users

You must be a business or acting on behalf of a business, and at least 18 years old, to use the Services. You are responsible for your account, for the acts and omissions of your Authorized Users, and for keeping your credentials secure. You must provide accurate account information and promptly update it. You are responsible for all activity under your account.

5. License and Ownership

• Our ownership. We own and retain all rights in the Services, including our software, platform, dashboards, prompts, models and model configurations, methods, and all related intellectual property. Except for the limited rights granted here, no rights are transferred to you.
• License to you. Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the term.
• Your content. As between you and us, you own your Customer Data, including the Command F documents you provide. You grant us a non-exclusive license to host, process, and use your Customer Data as needed to provide and improve the Services and as described in our Privacy Policy.
• Outreach drafts. Subject to your payment of fees, the final Outreach we deliver for your campaigns is yours to use. We retain ownership of the underlying systems, templates, and methods used to generate it.
• Feedback. If you give us suggestions or feedback, you grant us a perpetual, royalty-free license to use it to improve the Services, without obligation to you.
• De-identified and aggregate data. We may create and use de-identified and aggregated data derived from use of the Services to operate, analyze, and improve our offerings, provided such data does not identify you or any individual.

6. Your Responsibilities: You Are the Sender

This Section is fundamental to how the Services work and how risk is allocated.

• Human approval; you control the send. We draft and present Outreach. We do not send Outreach unless and until an Authorized User reviews and approves it, and we maintain a record of that approval. When you approve a message, you direct that it be sent. As between you and us, you are the sender and the originating, initiating, and promoting party for that message; we act solely as your service provider and agent in transmitting it on the infrastructure we operate on your behalf.
• You are legally responsible for what you approve and send. You are responsible for the content of approved Outreach, the recipients you allow it to be sent to, and compliance with all laws governing that communication, including the U.S. CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), the GDPR/UK GDPR and ePrivacy/PECR rules, and applicable U.S. state laws. You are responsible for reviewing each draft before approving it. You will ensure that each message identifies you as the sender, includes a valid physical postal address and a functioning opt-out, and that you provide and keep accurate the postal address used.
• Your lists and lawful basis. You represent and warrant that any contacts, lists, suppression lists, or criteria you provide were lawfully obtained, that you have a lawful basis to contact the recipients, and that you will honor opt-out and suppression requests.
• Accuracy of your business. You are responsible for ensuring that claims, offers, and representations in your Outreach (including any case studies or results you provide for us to reference) are truthful and substantiated.

7. Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

• use the Services to send unlawful, deceptive, harassing, or fraudulent communications, or to send communications with false or misleading headers or subject lines;
• send Outreach without including a valid physical postal address and a functioning opt-out mechanism, or continue contacting a recipient after they opt out;
• upload to Command F or otherwise provide any data you do not have the right to provide, or any special-category, consumer-credit, health, or other sensitive data the Services are not designed to handle;
• target consumers in their personal capacity, or use the Services for non-business outreach;
• scrape, resell, or redistribute the Business-Contact Data or the Services except as expressly permitted;
• reverse engineer, copy, or create derivative works of the Services, or attempt to access them in an unauthorized way; or
• use the Services to violate any third party's rights or any applicable law.

We may suspend the Services to investigate suspected violations or to protect the Services, our other customers, or third parties.

8. Customer Data and Data Processing

Our collection and use of personal information is described in our Privacy Policy. With respect to personal data, the parties acknowledge:

• For Business-Contact Data that we source and enrich, we act on your behalf and for your exclusive benefit, as your service provider under U.S. law and as your processor (or, where we and you jointly determine the purposes and means, a joint controller) under the EU/UK GDPR. You are the controller and the "business." We source and enrich prospects for your defined target profile only, and we do not reuse your prospects for any other client or for our own independent purposes, and we do not sell that data.
• For Customer Data you provide — in particular Command F documents and any contact lists you supply — we likewise act as your processor and process that data on your instructions to provide the Services. The DPA, once executed, governs both categories of processing. Where the DPA covers transfers of EEA/UK personal data, the Standard Contractual Clauses and applicable UK transfer mechanisms apply.

You are responsible for providing any notices to, and obtaining any rights or permissions from, individuals as required for the Customer Data you provide to us.

Security-incident notification. If we become aware of a personal-data breach affecting Customer Data we process on your behalf, we will notify you without undue delay and provide the information and cooperation reasonably needed for you to meet your own notification obligations.

9. Fees and Payment

You agree to pay the fees set out in your Order. Unless your Order says otherwise: fees are invoiced directly (we do not process card payments through the Site); invoices are due within the period stated on the invoice; fees are exclusive of taxes, which you are responsible for (other than taxes on our income); and fees are non-refundable except as expressly stated. We may suspend the Services for non-payment after reasonable notice. We may change fees on renewal or with reasonable advance notice.

10. Term and Termination

These Terms apply for as long as you use the Services or as stated in your Order. Either party may terminate as set out in the Order, or for the other party's material breach not cured within 30 days of written notice. We may suspend or terminate immediately for non-payment, for a violation of Section 7, or as required by law.

On termination: your right to use the Services ends; we will, on request, return or delete Customer Data (including Command F documents) within 30 days, except for data we are required to retain by law or that we keep on a suppression list to honor opt-outs; and the Sections that by their nature should survive (including 2, 5, 6, 8, 9, 11, 12, 13, 14, 15, and 17) will survive.

11. Confidentiality

Each party may receive the other's confidential information. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and disclose it only to its personnel and service providers who need it and are bound by similar obligations (including, on our side, our sub-processors). Confidential information does not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. Either party may disclose confidential information if legally compelled, with reasonable notice where permitted.

12. Representations, Warranties, and Disclaimers

Each party represents that it has authority to enter into these Terms.

THE SERVICES, BUSINESS-CONTACT DATA, AI-GENERATED OUTPUT, AND COMMAND F ANSWERS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (a) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (b) ANY OUTREACH WILL BE DELIVERED, OPENED, OR WILL PRODUCE REPLIES, MEETINGS, OR ANY PARTICULAR BUSINESS RESULT; (c) BUSINESS-CONTACT DATA OR ENRICHMENT DATA WILL BE ACCURATE, COMPLETE, OR CURRENT, AS IT IS DERIVED FROM PUBLIC AND THIRD-PARTY SOURCES; OR (d) AI-GENERATED CONTENT OR COMMAND F ANSWERS WILL BE ACCURATE OR FREE OF ERRORS. YOU ARE RESPONSIBLE FOR REVIEWING OUTREACH BEFORE APPROVING IT AND FOR INDEPENDENTLY VERIFYING AI-GENERATED CONTENT BEFORE RELYING ON IT.

Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

13. Indemnification

By you. You will defend, indemnify, and hold harmless PulsePoint and Ty Bibas, and our personnel, agents, and successors, from and against any third-party claims and any governmental, regulatory, or administrative claims, investigations, actions, fines, or penalties (including any naming us as an initiator or transmitter of a message you approved), and any resulting losses, damages, liabilities, and reasonable legal fees, arising out of or relating to: (a) Outreach you approved or directed to be sent, and your use of the Services; (b) your Customer Data, lists, targeting choices, and the claims or offers in your Outreach; (c) your violation of Section 6 or 7, or of any applicable anti-spam, privacy, export, or sanctions law; or (d) your breach of these Terms.

By us. We will defend you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual-property rights, and indemnify you for amounts finally awarded, excluding claims arising from your Customer Data, your Outreach content, your targeting or recipients, or your combination of the Services with other products.

The indemnifying party's obligations are conditioned on prompt notice, sole control of the defense (with the other party's reasonable cooperation), and no settlement that imposes liability on the other party without consent.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF DATA, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR (i) YOUR INDEMNIFICATION OBLIGATIONS, (ii) YOUR PAYMENT OBLIGATIONS, AND (iii) YOUR BREACH OF SECTION 6 OR 7, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID OR OWED TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS (US$1,000).

These limitations form an essential basis of the bargain and apply regardless of the theory of liability. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15. Dispute Resolution; Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS HOW DISPUTES ARE RESOLVED.

The parties will first try to resolve any dispute informally by contacting each other. If a dispute is not resolved within 30 days, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in or near New York, New York, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

CLASS-ACTION WAIVER. Disputes will be resolved only on an individual basis. You and we waive any right to bring or participate in a class, collective, consolidated, or representative action.

ARBITRABILITY. The arbitrator, and not any court, has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or formation of this Section, except that a court decides the enforceability of the class-action waiver.

FEES AND CONFIDENTIALITY. Each party bears its own legal fees and its share of arbitration fees as provided by the AAA Commercial Rules, and the arbitrator may reallocate fees as those Rules permit. The arbitration and its outcome are confidential, except as needed to enforce or challenge an award or as required by law.

EXCEPTIONS. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or equitable relief in court to protect its intellectual property or confidential information. If the class-action waiver is found unenforceable as to a particular claim, that claim will proceed in court, but the rest of this Section still applies.

16. Changes to the Services and to These Terms

We may modify the Services from time to time, provided we do not materially reduce the core functionality you have purchased during a paid term. We may update these Terms; if we make material changes, we will provide reasonable notice (for example, by email or through the dashboard), and your continued use after the changes take effect constitutes acceptance. If you do not agree to the updated Terms, stop using the Services.

17. Miscellaneous

• Governing law. These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. Subject to Section 15, the state and federal courts located in New York will have exclusive jurisdiction for matters not subject to arbitration.
• Assignment; successors; transfer of the business. You may not assign these Terms without our consent, except that you may assign them, on notice, to a successor in connection with a merger, reorganization, or sale of all or substantially all of your assets. We may assign these Terms, in whole or in part, without your consent, including to a successor entity formed to continue the business (for example, upon incorporation) or in connection with a merger, financing, reorganization, or sale of assets. "PulsePoint" includes any entity to which we assign these Terms. Upon our written notice that the PulsePoint business has been transferred to a successor entity, that successor becomes "PulsePoint" under these Terms and assumes our rights and obligations, and Ty Bibas is released from prospective obligations arising after the transfer (except for liabilities accrued before it); your continued use of the Services after that notice constitutes your consent to the assignment. These Terms bind and benefit the parties and their permitted successors and assigns.
• Export and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government denied-, blocked-, or sanctioned-party list. You will not use the Services, or direct Outreach to any person, in violation of applicable U.S. export-control or economic-sanctions laws.
• Publicity. Neither party will use the other's name, logo, or trademarks in publicity or marketing without the other's prior written consent, except that we may identify you as a customer in a list of customers where you have not objected.
• Third-party beneficiaries. Ty Bibas and our personnel and successors are intended beneficiaries of the indemnity, disclaimer, and limitation-of-liability provisions and may enforce them. There are no other third-party beneficiaries.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages or failures of third-party providers (such as AI-model providers, email and hosting infrastructure, and data providers), internet failures, acts of government, or natural events.
• Independent contractors. The parties are independent contractors; these Terms do not create a partnership, agency, or employment relationship.
• Entire agreement; order of precedence. These Terms, the Privacy Policy, the DPA, and your Order are the entire agreement between the parties and supersede prior agreements on the subject. If there is a conflict, a signed Order controls over these Terms, and these Terms control over the Privacy Policy and DPA except as to the subject matter each specifically governs.
• Severability; waiver. If any provision is unenforceable, the rest remains in effect. A party's failure to enforce a provision is not a waiver.
• Notices. Legal notices to us must be sent to the address in Section 18; we may give you notice by email or through the dashboard.
• Electronic communications. You consent to receive communications and agreements from us electronically, which satisfy any legal requirement that they be in writing.

18. How to Contact Us

See also: Privacy Policy