Terms of Service
This Terms of Service Agreement (the “Agreement”) is entered into on the date of purchase (the “Effective Date”) by and between Stormpulse, Inc. dba Riskpulse with offices at 3300 N. Interstate Highway 35, Floor #7, Austin, TX 78705 (“Stormpulse”) and you (“Customer”). The parties agree as follows:
Stormpulse is a provider of a web-based subscription service designed to provide its users with risk and asset maps, reports, features and related alerts, including those available at stormpulse.com (collectively, the “Service”). Customer desires to obtain and Stormpulse desires to provide Customer with access to the Service, pursuant to this Agreement.
2.1 Provision of Service: Subject to the terms and conditions of this Agreement, including without limitation Customer’s payment of all of the fees due hereunder, Stormpulse will provide Customer with access to the Service during the term of this Agreement. Customer may internally use the Service solely for its intended purpose in accordance with this Agreement.
2.2 Authorized User Accounts: Customer may establish accounts (“Accounts”) for Customer’s employees or independent contractors to use the Service on behalf of Customer (“Authorized Users”). Customer is prohibited from using group email addresses to establish any and all Accounts. For the avoidance of doubt, each Authorized User must be an individual person. Authorized Users shall at all times abide by the terms set forth herein. Customer shall immediately notify Stormpulse in the event that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement. Customer shall be liable for any breach of this Agreement by an Authorized User.
2.3 Account Protection: Customer and all Authorized Users shall protect the confidentiality of all Account information, including usernames and passwords. In the event that an Authorized User becomes aware that the security of such party’s login information has been breached, the party shall immediately notify Customer and Customer shall immediately de-activate such Account or change the Account’s login information.
2.4 Customer Assistance and Materials: Customer shall provide Stormpulse with all information, assistance, and materials as reasonably required for Stormpulse to activate and operate the Service for Customer pursuant to this Agreement, including without limitation, location and sensitivity information relevant to Customer, and contact information to enable the alerts features of the Service. Customer grants and agrees to grant to Stormpulse a non-exclusive license to use, reproduce, display and distribute such information and materials in connection with the provision of the Service for Customer. Customer shall indemnify, defend and hold Stormpulse harmless from and against any and all third party claims or liabilities resulting from Stormpulse’s use of such information and materials pursuant to the terms of this Agreement.
2.5 Technical Contact: Customer shall designate one technical contact as the responsible party for communication with Stormpulse during provision of the Service. Customer may change such contact upon written notice to Stormpulse.
2.6 Infrastructure: Customer acknowledges that Stormpulse may host the Service using its own infrastructure or it may engage a third party to host the Service on its behalf.
2.7 Maintenance: Updates to the Service will be provided in Stormpulse’s discretion at no charge to Customer. Scheduled system maintenance shall take place during a normal maintenance window, as reasonably determined by Stormpulse. During such time, the Service may be unavailable. Emergency maintenance may be required at other times.
2.8 Support: Stormpulse will provide Customer with a reasonable amount of email support regarding use of the Service, but makes no guarantees as to response times.
Fees and Payment
3.1 Fees: Customer shall pay Stormpulse for use of the Service according to the fee schedule agreed by email prior to the commencement of the Customer’s use of the Service. All fees are due and payable in U.S. dollars. If applicable, Customer authorizes Stormpulse to charge the credit card (or other electronic payment method) on file for all fees and hereby agrees not to dispute such charges with the applicable card company.
3.2 Taxes: All fees are exclusive of applicable sales, excise, use or similar taxes. Customer shall pay all such taxes either directly or to Stormpulse, as required by applicable law or regulation.
3.3 Late Payments: If payment is not made within fifteen (15) days after the respective due date, Stormpulse may charge Customer a late fee on the unpaid balance at the lesser of one and one half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly.
3.4 Compliance Audit and Automatic Billing: Stormpulse or its third party agent may audit and inspect all data and records related to Customer’s use of the Services to confirm such use complies with this Agreement. If any such audit reveals an overuse of the Services or underpayment of fees by Customer, then Customer agrees to pay for such overuse and that Stormpulse may automatically charge any electronic payment method on file.
4.1 Service Ownership: Stormpulse shall own all right, title, and interest in and to Service, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein. Customer agrees to assign all right, title, and interest it may have in the foregoing to Stormpulse.
4.2 Restrictions: Customer and any Authorized Users may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service; (ii) use, evaluate or view the Service for the purpose of designing, modifying, or otherwise creating any environment, program, or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Service; (iii) use the Service for any illegal purpose or to violate any applicable law; (iv) use the service to violate any law or regulation, or (v) use the Service in a service bureau or any other manner to provide services for a third party. Neither Customer nor an Authorized User shall remove, obscure, or alter any copyright notice, trademarks, logos and trade names, or other proprietary rights notices affixed to, or contained within, the Service. Except for the express rights granted herein, Stormpulse does not grant any other licenses, whether express or implied, to any Stormpulse software, services, or intellectual property.
4.3 Data Ownership, License, and Access: Customer shall own all right, title, and interest in and to any data that is collected by Stormpulse from Customer or Authorized Users in connection with their use of the Service (“Data”). Customer grants and agrees to grant to Stormpulse a perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use such Data in order to provide the Service to Customer and the Authorized Users and as necessary to monitor and improve the Service. Additionally, Customer agrees that Stormpulse may use the Data to collect, develop, create, extract or otherwise generate statistics and other information and to otherwise compile, synthesize and analyze such Data (“Blind Data”). Notwithstanding anything in this Agreement to the contrary, to the extent that Stormpulse collects or generates Blind Data, such Blind Data will be owned solely by Stormpulse and may be used for any lawful business purpose without a duty of accounting to Customer, provided that such data is not personally identifiable and does not identify the source of such data. It is Customer’s sole responsibility to back-up its Data during the Term and Customer agrees and acknowledges that post-termination or expiration in may not have access to the Data via the Service.
4.4 Confidentiality: Customer acknowledges that fees, payment terms, and any proprietary or confidential information provided to Customer by Stormpulse (“Stormpulse Confidential Information”) constitutes valuable proprietary information and trade secrets of Stormpulse. Stormpulse acknowledges that the Data provided to Stormpulse by Customer (“Customer Confidential Information”) constitutes valuable proprietary information and trade secrets of Customer. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its internal use except as provided herein, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to obtain an injunction (without having to post a bond) to prevent any breach or continued breach of this section.
Acknowledgments, Warranties, Limitations of Liability and Indemnity
5.1 Customer Acknowledgements: CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS NOT AND IS NOT INTENDED TO BE USED AS A TORNADO, LIGHTNING, OR OTHER SEVERE WEATHER DETECTION OR LIFE-SAVING SYSTEM, AND THAT STORMPULSE DOES NOT GUARANTEE THE TIMELINESS OF ANY ALERT OR NOTIFICATION TO BE RENDERED VIA THE SERVICE. CUSTOMER FURTHER ACKNOWLEDGES THAT STORMPULSE GATHERS DATA FROM AND RELIES UPON THIRD PARTY DATA SOURCES THAT MAY HAVE THE RIGHT TO UNILATERALLY TERMINATE OR REVOKE ACCESS TO SUCH DATA, OR PORTIONS THEREOF, WITHOUT NOTICE, THAT STORMPULSE MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE ACCURACY OR ONGOING AVAILABILITY OF SUCH DATA, THAT CHANGES IN SUCH DATA SOURCES MAY AFFECT THE AVAILABILITY OF THE SERVICE, AND THAT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER ARE NOT CONTINGENT UPON THE CONTINUED AVAILABILITY OF ANY SUCH DATA.
5.2 Warranty and Disclaimers: Stormpulse will use commercially reasonable efforts to make the Service reasonably available for use by Customer during the Term. EXCEPT FOR THE FOREGOING, STORMPULSE DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH RESPECT TO THE SERVICE OR ANY SERVICES AND/OR SUPPORT RELATED THERETO, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING.
5.3 Limitations of Liability: EXCEPT FOR LIABILITY ARISING FROM SECTION 4.4 (CONFIDENTIALITY) OR 5.5 (CUSTOMER INDEMNITY), (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, OR LOST OF INFORMATION, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING; AND (B) IN NO EVENT SHALL THE TOTAL COLLECTIVE LIABILITY OF STORMPULSE FOR ALL CLAIMS UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID OR OWED BY CUSTOMER UNDER THIS AGREEMENT WITHIN THE SIX (6) MONTHS PRECEDING THE APPLICABLE CLAIM.
5.4 Allocation of Risk: The warranty disclaimers and limitations of liability set forth in this Agreement shall apply irrespective of any failure of essential purpose of any limited remedy. Customer and Stormpulse each acknowledge and agree that the limitation of liability provisions of this section reflect an informed, voluntary allocation between them of the risk associated with Customer’s use of the Service and, but for this provision, Stormpulse would not have made the Service available to Customer at the prices contemplated under this Agreement.
5.5 Customer Indemnity: Customer shall indemnify, defend, and hold harmless Stormpulse, Riskpulse and their directors, employees, agents, and distributors from and against all damages and liabilities (including reasonable attorneys’ fees) that arise from a third party’s claim resulting from (a) unauthorized use of the Service by Customer or any Authorized User, (b) use of the Service by Customer or any Authorized User in violation of this Agreement; or (c) any content uploaded or posted by Customer or an Authorized User; or (d) any activities of Customer or an Authorized User through the use the Site.
6.1 Term: The Agreement will commence on the Effective Date and will continue for a period of (the “Term”):
(a) one (1) month for monthly subscriptions, automatically renewed on a monthly basis, unless at least a sixty (60) days written notice of non-renewal is provided by either party or
(b) one (1) quarter for quarterly subscriptions, automatically renewed on a quarterly basis, unless at least a sixty (60) days written notice of non-renewal is provided by either party or
(c) six (6) months for semi-annual subscriptions, automatically renewed on an annual basis, unless at least a sixty (60) days written notice of non-renewal is provided by either party.
(d) one (1) year for annual subscriptions, automatically renewed on an annual basis, unless at least a ninety (90) days written notice of non-renewal is provided by either party.
6.2 Termination and Suspension: In the event that either party is in breach of this Agreement, and the non-breaching party does not cure such breach within thirty (30) days following notice of such breach, then the non-breaching party may immediately terminate this Agreement by sending written notice to the breaching party. Should Customer not pay amounts when due, or should Customer or any Authorized User violate this Agreement, Stormpulse may also (at its discretion and in addition to other remedies it may have) suspend Customer’s and Authorized Users’ access to the Service. Further, Stormpulse may terminate any Accounts and/or Authorized Users, automatically and without notice to Customer, if such Accounts and/or Authorized Users have not been used or accessed for 365 calendar days or more.
6.3 No Refunds: In the event of Termination under Section 6.2, Stormpulse shall not refund any Fees as defined in Section 3.1 The Term will end on the expiration date and the subscription cannot be canceled except for under Section 6.2 of this Agreement. We do not provide refunds if Customer decides to stop using the Stormpulse Service during the Term.
6.4 Effect of Termination: Upon termination of this Agreement, Customer and any Authorized Users must immediately stop using the Service, return or destroy all documentation, and certify such return or destruction in writing. Upon termination of this Agreement, Sections 3 (with respect of fees owed prior to termination), 4, 5, 6.3, and 7 shall survive and remain in effect.
7.1 Independent Contractor: In performing under this Agreement, each party is acting as independent contractor, and in no way are the parties to be construed as partners, joint venturers, or agents of one another in any respect.
7.2 Export and Other Restrictions: Customer agrees not to export or re-export any software included within the Service, either directly or indirectly, without both parties’ written consent and any required license from the appropriate governmental agency. The Service and any related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
7.3 Force Majeure: Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes or governmental demands or restrictions.
7.4 Assignment: Neither party may assign its rights or obligations under this Agreement without obtaining the other party’s prior written consent, provided that no consent shall be required in connection with an assignment to an affiliate or in connection with a merger, acquisition or sale of assets, reorganization, or similar transaction. Any assignment in contravention of this subsection shall be void.
7.5 Governing Law and Venue: This Agreement shall be governed by the laws of the State of Texas(excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction). Further, the parties agree that any claim or cause of action under or relating to this Agreement shall be brought in the state or federal courts located in [Austin, Texas], United States and the parties agree to submit to the exclusive personal jurisdiction of such courts. If Customer is located outside of the United States, and except for any claims for temporary or permanent injunctive relief, any and all disputes, controversies or claims arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“Rules”) in effect on the date of this Agreement by a single arbitrator appointed in accordance with said Rules. The appointing authority shall be the American Arbitration Association. The place of arbitration shall be [Austin, Texas]. The arbitration shall be conducted in the English language. The determination of the arbitrator shall be final and binding upon the parties to the arbitration. Judgment upon any award rendered by the arbitrator may be entered in any court of competent jurisdiction.
7.6 Foreign Corrupt Practices Act: In conformity with the United States Foreign Corrupt Practice Act and with Stormpulse’s established corporate policies regarding foreign business practices, Customer and its employees and agents shall not directly or indirectly make any offer, payment, or promise to pay; authorize payment; nor offer a gift, promise to give, or authorize the giving of anything for value for the purpose of influencing any act or decision of an official of any government or the United States Government (including a decision not to act) or inducing such an official to use his or her influence to affect any such governmental act or decision in order to assist Stormpulse or Customer in obtaining, restraining, or directing any business.
7.7 Use of Logos: Customer authorizes Stormpulse and/or Riskpulse to use its name, logo and/or trademark without notice to or consent by Customer, in connection with certain promotional materials that Stormpulse and/or Riskpulse may disseminate to the public. The promotional materials may include, but are not limited to, brochures, manuals, video, internet website, social media platforms, press releases, advertising or articles in newspapers and/or other periodicals and any other materials relating the fact that Stormpulse and/or Riskpulse has a relationship with Customer. Such materials may be developed, disseminated and used without Customer’s review. Customer is required to use Stormpulse’s name and logo in any promotional materials of Customer which reference or incorporate data from the Service.
7.8 Modifications to this Agreement: Stormpulse reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is Customer’s responsibility to check this Agreement periodically for changes. Customer’s continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. Stormpulse may also, in the future, offer new functions and features through the Services (including, the release of new tools and resources). Such new functions and features shall be subject to the then-current terms and conditions of this Agreement.
7.9 Miscellaneous: This Agreement constitutes the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement. Nothing contained in any purchase order or other document shall in any way modify this Agreement or add any additional terms or conditions. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, a valid provision that most closely matches the intent of the original shall be substituted and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect its original intent. This Agreement is in the English language only, and the English language version shall control in all respects. In the event that this Agreement is translated into another language, such translation shall not be binding upon the parties. No delay or omission by a party to exercise any right or power occurring upon any breach or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof.
Stormpulse, Inc. operates the stormpulse.com website. This page informs you of our policies regarding the collection, use, and disclosure of personal data when you use our Service and the choices you have associated with that data.
Service: The Service is the stormpulse.com website, operated by Stormpulse, Inc..
Personal Data: Personal Data means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).
Usage Data: Usage Data is data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Cookies: Cookies are small pieces of data stored on your device (computer or mobile device).
Data Processors (or Service Providers): Data Processor (or Service Provider) means any natural or legal person who processes the data on behalf of the Data Controller. We may use the services of various Service Providers in order to process your data more effectively.
Data Subject (or User): Data Subject is any living individual who is using our Service and is the subject of Personal Data.
Information Collection and Use
We collect several different types of information for various purposes to provide and improve our Service to you. Types of Data Collected include:
While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (“Personal Data”). Personally identifiable information may include, but is not limited to:
- Email address
- First name and last name
- Phone number
- Cookies and Usage Data
We may use your Personal Data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
We may also collect information how the Service is accessed and used (“Usage Data”). This Usage Data may include information such as your computer’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
Tracking & Cookies Data
You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.Examples of Cookies we use:
- Session Cookies. We use Session Cookies to operate our Service.
- Preference Cookies. We use Preference Cookies to remember your preferences and various settings.
- Security Cookies. We use Security Cookies for security purposes.
Use of Data
Stormpulse, Inc. uses the collected data for various purposes:
- To provide and maintain our Service
- To notify you about changes to our Service
- To allow you to participate in interactive features of our Service when you choose to do so
- To provide customer support
- To gather analysis or valuable information so that we can improve our Service
- To monitor the usage of our Service
- To detect, prevent and address technical issues
- To provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information
Legal Basis for Processing Personal Data under General Data Protection Regulation (GDPR)
- We need to perform a contract with you
- You have given us permission to do so
- The processing is in our legitimate interests and it’s not overridden by your rights
- To comply with the law
Retention of Data
Stormpulse, Inc. will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer time periods.
Transfer of Data
Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.
Stormpulse, Inc. may disclose your Personal Data in the good faith belief that such action is necessary to:
- To comply with a legal obligation
- To protect and defend the rights or property of Stormpulse, Inc. dba Riskpulse
- To prevent or investigate possible wrongdoing in connection with the Service
- To protect the personal safety of users of the Service or the public
- To protect against legal liability
Security of Data
The security of your data is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.
Your Data Protection Rights under General Data Protection Regulation (GDPR)
If you are a resident of the European Economic Area (EEA), you have certain data protection rights. Stormpulse, Inc. aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data. If you wish to be informed what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.
In certain circumstances, you have the following data protection rights:
- The right to access, update or to delete the information we have on you. Whenever made possible, you can access, update or request deletion of your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you.
- The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
- The right to object. You have the right to object to our processing of your Personal Data.
- The right of restriction. You have the right to request that we restrict the processing of your personal information.
- The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable and commonly used format.
- The right to withdraw consent. You also have the right to withdraw your consent at any time where Stormpulse, Inc. relied on your consent to process your personal information.
Please note that we may ask you to verify your identity before responding to such requests.
You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).
We may employ third party companies and individuals to facilitate our Service (“Service Providers”), to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used. These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.
For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: http://www.google.com/intl/en/policies/privacy/
Mixpanel is provided by Mixpanel Inc. You can prevent Mixpanel from using your information for analytics purposes by opting-out. To opt-out of Mixpanel service, please visit this page: https://mixpanel.com/optout/
Links to Other Sites
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
Our Service does not address anyone under the age of 18 (“Children”).
We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your Children has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.