Terms of Use*

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. BY CONTINUING TO USE THIS SITE YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

Welcome to Ypulse.com, which is operated by Ypulse, Inc. ("Ypulse" or "we" or "our"). Subject to and without limiting the terms of or your obligations under any legally binding contract pertaining to the subject matter hereof ("Contract") between Ypulse and you or between Ypulse and your employer or a party for whom you perform services ("you and the party to any such Contract being a "Client"), by using Ypulse.com or any mobile application operated by Ypulse (collectively, the “Site”), you agree to each of the terms of use set forth herein, including any additional terms and conditions applicable to specific areas or content on the Site ("Terms of Use").

Ypulse reserves the right to modify these Terms of Use at any time without notice to you. Your continued use of the Site after any such changes constitutes your agreement to follow and be bound by these Terms of Use as modified.

USE OF SITE AND CONTENT AND COPYRIGHT

You are permitted to access the Site, including the written text, graphics, data, images, illustrations, marks, logos, sound or video clips, photographs and/or other works (singly or collectively, the "Content") solely for your or your organization's internal information purposes. You agree to maintain all copyright, trademark and other notices on the Content. You may not copy, transmit, reproduce, publicly display, perform, distribute, alter, transmit or create derivative works of any Content or any portion of or excerpts from the Content in any fashion that is not authorized by Ypulse in writing or expressly permitted in these Terms of Use or in your Contract.

The Site and all of the Content are protected by U.S. and/or international copyright laws and conventions, and belong to Ypulse, its licensors or third parties. No right, title or interest in any Content is transferred to you.

You agree to use the Site and the Content in accordance with all applicable laws. You agree not to take any action that would compromise the security of the Site or render the Site inaccessible to others.

RESTRICTED AREAS

Access to certain areas of the Site is restricted ("Restricted Areas") to Ypulse Clients to whom we have issued passwords. You are not authorized to access any password-restricted areas unless you have received a password from Ypulse (or from your employer if your employer has been authorized by Ypulse to issue such password). You may not share passwords or use a password that has not been personally issued to you to access the Site.

If you are a Client, you are responsible for keeping your password confidential. You agree not to share your password with any other individuals or to otherwise allow any other individuals to access the Site or the Content through your account. You further agree not to reproduce, publicly display, perform, distribute, alter, transmit, create derivative works from or otherwise share any Content or portions or excerpts thereof from Restricted Areas with any other individuals or third parties, except as expressly provided in these Terms of Use or in your Contract. You take full responsibility for any activity that occurs through the use of your account and you agree to notify us immediately if you become aware that any other individual has accessed your account or has obtained your password.

INTERACTIVE SERVICES

Certain areas of the Site contain interactive services, where visitors are permitted to post content for publication on the Site. If you elect to use such interactive services, you are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on the Site ("User Content").

You may submit User Content so long as the content is not illegal, obscene, threatening, harassing, defamatory, libelous, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. You should not, however, upload any of the following types of information: (a) information protected under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), or (b) personally identifiable information including (i) drivers license numbers, (ii) passport numbers, (iii) social security, tax identification or similar numbers, or (iv) bank, checking, credit card, debit card, or other financial account numbers. You hereby grant Ypulse a nonexclusive, royalty-free, perpetual, irrevocable, fully sublicensable and transferable right to exploit User Content at Ypulse's discretion throughout the world in any media. You represent and warrant that you own or otherwise control all of the rights to User Content; that User Content is accurate; and that the use of User Content does not violate these Terms of Use and will not cause injury to any person or entity. Ypulse takes no responsibility and assumes no liability for any User Content submitted by you or any third party. You may be exposed to User Content that you find offensive, indecent, inaccurate, misleading, or otherwise objectionable, and you bear all risks associated with using that User Content. Ypulse reserves the right, but not the obligation, to monitor, edit, or remove any User Content for any reason.

Notwithstanding any language to the contrary in your Contract or any other agreement, by posting any User Content on this Site you expressly represent and warrant to us that any such User Content is not confidential or proprietary to you or Client, and your posting of such User Content does not violate any confidentiality or other obligations to which you are subject.

To the extent that you register as a user of the Site, whether as a Client or otherwise, by using this website you are consenting to Ypulse sending your account id to its web analytics platform on Ypulse.com. This allows us to connect your activity on our web sites with your customer records for product development, account management, and marketing purposes. Your account id is a Ypulse-generated number that does not contain any personal information, and cannot be used by anyone outside of Ypulse to identify you.

DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) Notice

Materials may be made available via the Service by third parties not within our control. We are under no obligation to, and do not, scan content used in connection with the Service for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party's copyright to remain on the Service.

If you believe any materials on the Service infringe a copyright, you should provide us with written notice that at a minimum contains:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to our designated agent as follows:

Email: legal@ypulse.com

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

ACCURACY OF INFORMATION

The Content on this Site is based on Ypulse's reasonable efforts to compile and analyze the best sources reasonably available to Ypulse at any given time. Any opinions reflect Ypulse's judgment at the time and are subject to change. You assume sole responsibility for the selection of the Content to achieve any of your intended results, and your sole and exclusive remedy for any alleged loss or damage suffered by you in connection with your use of the Site or the Content or the User Content is to discontinue using the Site.

WARRANTIES DISCLAIMER

THIS SITE AND THE CONTENT ARE PROVIDED "AS IS," AND YPULSE DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE FURTHER DISCLAIM ALL WARRANTIES (I) RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR ANY PORTION THEREOF THAT IS MADE AVAILABLE ON THE SITE; (II) THAT THE CONTENT PROVIDED THROUGH THE SITE WILL BE FREE FROM ERRORS, OMISSIONS, DEFECTS, OR DELAYS IN OPERATION, OR FROM TECHNICAL INACCURACIES OR OTHER ERRORS; (III) THAT THE CONTENT SHALL NOT INFRINGE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY; (IV) THAT THE CONTENT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.

LIMITATIONS ON LIABILITY

YOU AGREE THAT YPULSE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY THEORY OF LAW FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS FAILURE OR LOSS, ARISING OUT OF YOUR USE OF THE SITE, THE CONTENT OR USER CONTENT, WHETHER OR NOT YPULSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE FURTHER THAT YPULSE SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY YOU ARISING AS A RESULT OF RELIANCE UPON THE CONTENT, USER CONTENT OR THE SITE OR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE CONTENT OR THE SITE OR INTERPRETATIONS THEREOF. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, YPULSE'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW, AND THE TERMS LIMITING YPULSE'S LIABILITY IN THIS SECTION SHALL IN ANY CASE BE INTERPRETED TO LIMIT YPULSE'S LIABILITY TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNIFICATION

You understand and agree that you are responsible for your use of the Site. You agree to indemnify, defend and hold harmless Ypulse, its subsidiaries, affiliated companies, joint venture partners, business partners, licensors, employees, agents, and any applicable third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site, the Content, the User Content or any violation by you of these Terms of Use.

GOVERNING LAW

This Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of New York applicable to contracts wholly made and to be performed within the State of New York.  Each Party irrevocably submits to the sole and exclusive jurisdiction of the courts of New York State and the Federal courts of the Southern District of New York, situated in the City, County and State of New York.  Each Party irrevocably consents to the exercise of personal jurisdiction over each of the Parties by such courts and waives any right to plead, claim or allege that New York is an inconvenient forum.

LINKS

Ypulse may provide links to third-party content and other web sites on the Site. We do not endorse, sponsor, or accept any responsibility for such material. We are not responsible for the content or privacy practices of any linked sites.

 

USE OF THE SITE BY YPULSE CLIENTS

 

1.     The content on this website belongs to Ypulse, its licensors or third parties and is protected by U.S. and/or international copyright laws and conventions. No right, title or interest in any content is transferred to you.

2.     Terms and conditions that govern your use of and access to the website are set forth in the Contract between Ypulse and your employer. If you are not familiar with the terms of that Contract, including the conditions of and restrictions on your use of the content on this website and other proprietary Ypulse research, please contact your account administrator or your Ypulse account manager.

3.     You are not authorized to access any password-restricted areas of this website unless you have received a password from Ypulse (or from your employer if your employer has been authorized by Ypulse to issue a password to you).

4.     You are responsible for keeping your password confidential.

5.     You agree not to share your password with any other individuals or to otherwise allow any other individuals to access the website or the content through your account.

6.     You may not use another individual's password to access the website.

7.     You are not authorized to reproduce, publicly display, perform, distribute, alter, transmit, create derivative works from, or otherwise share any content from password-protected areas of this website with any other individuals or third parties, except as expressly provided in the contract between Ypulse and your employer. Without limiting the foregoing, you are not permitted to download content from this website and share it with any non-licensed individual or third party, except as expressly provided in the contract between Ypulse and your employer.

If you have any questions about permitted uses of this website or content on the website, please contact your account administrator or your Ypulse account manager.

CLICK AND SHARE LICENSING AGREEMENT

 

1.     AGREEMENT TO TERMS. Subject to and in consideration of your compliance with the terms set forth below, Ypulse, Inc. ("Ypulse") hereby grants you a limited, revocable license ("User License") to access those products which you have previously selected ("Products") on Ypulse's Web site ("Site") for the time period set forth on the Site. By clicking the agree button, you agree to be bound by all of the terms and conditions contained in this Agreement. Your use of the Products is conditioned upon your acceptance of these terms and conditions, in addition to any usage guidelines that Ypulse may post on its Site from time to time.

 

2.     PROPRIETARY RIGHTS. The Products are the property of Ypulse and are protected by US and international copyright law and other intellectual property laws. You acknowledge that the Products are proprietary to Ypulse and/or its licensors and comprise: (a) works of original authorship, including compiled content containing Ypulse's and/or its licensors' selection, arrangement, coordination, and expression of such content or preexisting material it has created, gathered, or assembled, and (b) information that has been created, developed, and maintained by Ypulse or its licensors at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Ypulse and/or its licensors. You shall not commit or permit any act or omission that would impair Ypulse's and/or its licensors' proprietary and intellectual property rights in the Products. Except as permitted herein, you shall not directly or indirectly copy the Products in whole or in part without the express written consent of Ypulse. You shall not decompile, disassemble, electronically transfer, de-encrypt, or reverse engineer the Products, or translate the Products into another computer language. All of your rights to use the Products are expressly stated herein and are subject to the further restrictions set forth below; there are no implied rights, and Ypulse reserves all rights not expressly granted to you. Inquiries regarding permission to copy or use the Products in any other manner should be directed to Ypulse's Client Services.

 

3.     LICENSE. The User License enables access by you to the licensed Products for the time period set forth on the Site using a user ID and a password validly issued by Ypulse. You are prohibited from sharing your password with, or otherwise providing such access to, any third party. You acknowledge that access to the Products is limited to the license terms set forth herein and any expansion is subject to the prior written approval of Ypulse. The User License entitles you to make a single copy of the Products for your personal archival use. You shall not sell, lease, transfer, sublicense, or otherwise make available or permit access to the Products or any portion thereof, to any third party.

 

4.     TERMINATION. This Agreement shall remain in force until terminated. Ypulse may terminate this Agreement or suspend your access to the Products at any time without notice or reason.

 

5.     LIMITATION OF LIABILITY. Ypulse shall not be liable for any damages, whether direct, indirect, consequential, special, incidental or otherwise, incurred by you arising as a result of this Agreement or your access to, use of or reliance upon the Products.

 

6.     NO WARRANTY. THE PRODUCTS ARE PROVIDED TO YOU "AS IS". ANY OPINIONS REFLECT YPULSE'S JUDGMENT AT THE TIME AND ARE SUBJECT TO CHANGE. YPULSE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AS TO ACCURACY, COMPLETENESS, OR ADEQUACY OF INFORMATION. YPULSE RESERVES THE RIGHT TO MODIFY PRODUCTS AT ANY TIME.

 

7.     MISCELLANEOUS. This Agreement and any usage guidelines that Ypulse may post on its Site from time to time shall be the complete agreement between Ypulse and you regarding the Products. This Agreement may not be changed or amended except in writing signed by both parties hereto. The State of New York law shall govern the interpretation of, and the parties hereby select the courts of the State of New York to resolve any disputes arising under, this Agreement. In the event any provision of this Agreement shall not be enforceable, the remainder of this Agreement shall continue in full force and effect.

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