WORKING TOGETHER
TERMS AND CONDITIONS
Use of this website, southernpulse.com, signifies your full agreement to the Conditions of Use. Please read these terms carefully before you use the website. This website, southernpulse.com, is owned and operated by Southern Pulse LLC, and the contents of the site, including all intellectual property, trademarks, logos, design and text, are the exclusive property of Southern Pulse LLC, and are protected, throughout the world, without limitation, pursuant to copyright and trademark laws. No materials from southernpulse.com may be modified, copied, downloaded, uploaded, reproduced, repackaged, republished, transmitted, redistributed or resold in any way, either in whole or in any part, without the prior written permission and consent of Southern Pulse LLC, which permission and consent, if and as individually granted under specific terms and conditions of use, in no way compromises the copyright, trademark and proprietary rights of Southern Pulse LLC, all of which are left intact and unaltered at all times. Use of the materials contained on this website, or any other publication or service owned by Southern Pulse LLC, on any other website, is strictly prohibited.
DISCLAIMER
Southern Pulse makes no representations or warranties, and accepts no liability of any kind for any loss or damages resulting from the use of this site or any materials contained on it, which are provided "as is" and "as available." Southern Pulse makes no representations or warranties that the materials on this site are error-free, or that they are fit for any particular purpose or requirements. Nor does it warrant the mechanical operation of southernpulse.com or any of its contents. The Subscriber has purchased a non-transferable, non-exclusive, license to access specific Southernpulse.com Online Services, which will be subject to the following terms and conditions. The "content" within the database is also referred to in this agreement as "material", "intellectual property" "report" and "data." Once your organization, or a person within it, has had access to any Content subject to these conditions, you are agreeing that your organization is deemed to be aware of, and consents to, this Agreement.
LICENSE AGREEMENT FOR THE SUPPLY OF SOUTHERN PULSE (SOUTHERNPULSE.COM) ONLINE INFORMATION SERVICES
AVAILABILITY OF SERVICES
Southernpulse.com will use reasonable efforts to ensure that the Services will be made available to the Subscriber 24 hours per day throughout the Subscription Period ("Normal Service Availability"). In the event of any such variation or suspension of Services Southernpule.com will use all reasonable efforts to resume Normal Service Availability as soon as practicable but shall not be liable for any loss, damage or claim caused by such variation or suspension.
AUTHORIZED USE OF SERVICES
Access to the Services is restricted to the specific named users as identified to Southernpulse.com. The subscriber will notify Southernpulse.com as soon as a user has left the company, or no longer requires access, so that a replacement user can be assigned access during the term of the agreement.
Where specific IP addresses are authorized to have access, these should be advised to Southernpulse.com.
The Subscriber also warrants that:
it shall ensure that any user name, Password or other identification measure employed to access the Services is not disclosed to any person other than the persons authorized to access the same; and all authorized persons will use the Services only in accordance with this Agreement; andits information technology systems and paper record systems are secure and not capable of penetration (including by 'hacking' or physically) by unauthorized persons and that all data derived from the Services shall be kept secure.
OWNERSHIP OF INTELLECTUAL PROPERTY
The Subscriber acknowledges:
All Intellectual Property Rights (IPR) (including all patents, copyrights, rights in software, design rights, trademarks, service marks, trade secrets, know-how, database rights, domain names, and all other intellectual or industrial property rights (whether registered or unregistered)) and all applications for the same, anywhere in the world) in the Services, the information contained therein, in all documentation, training materials and related matter, and in all parts thereof, are owned by Southernpulse.com;
Except as expressly permitted in this Agreement, nothing herein shall be taken as conferring by implication or otherwise any license or right to use any IPR in the Services without the prior written approval of Southernpulse.com or third parties who may own such IPR.
The Subscriber undertakes that it will not copy, reproduce, extract or transmit in any form or otherwise deal with in any way, the whole or part of the data, materials or information contained in the Services except as provided in sub-clauses (iv) (a.) and (b.) below.
Unless otherwise agreed in writing in advance by Southernpulse.com, the material (in whole or in part) may not be sold, nor passed on, communicated, or disseminated in any form, nor access granted to any third party. Nor to any subsidiary, associated or holding company (whether direct or indirect) of the subscriber, or to any entity operating under the same company name where the direct equity interest is different in any way to that of the subscriber.
The Subscriber may only use the Services for its own business or internal purposes as follows: It may only store material in the memory of, display material upon the monitor of, and use the printing facilities connected to, the PC through which the Services are being accessed in order to download and/or access material.
Where the Subscriber effectively copies, or has effectively copied, the intellectual property onto a hard disk, file server or equivalent at its own premises for ease of use, reference or any other reason, it is hereby agreeing to limit access to the nominated users unless otherwise agreed in writing, and upon payment of additional fees to Southernpulse.com. distribute copies in paper and/or electronic form of material so long as all copies made are distributed: within the immediate organization of the Subscriber and the Subscriber acknowledges that any distribution to any third party outside of its organization (including without limitation any subsidiary, associated or holding company of the Subscriber) then it will indemnify Southernpulse.com against any claim arising from the unauthorized distribution and be liable for a sum equivalent to the loss in sales revenue (at the prevailing copy price per whole report or the rate card price for an annual subscription to the relevant database as published from time to time by Southernpulse.com) caused by any unauthorized distribution of any part(s) of any report(s).
PAYMENT
The Subscriber undertakes to pay for the supply of the Services for the initial and any subsequent terms of the Agreement in accordance with this agreement, and the Subscriber undertakes to settle invoices issued by Southernpulse.com in respect of the Services within 30 days of receipt. All prices are considered net of any third party discounts, transaction fees or taxes. Failure to settle in full on these terms may lead to the imposition of interest charges upon the Subscriber at 18% per annum. Southernpulse.com will not provide a pro rata refund once such a subscription has been made available to the subscriber, as all subscriptions will run their full term.
Payment processing services for Southern Pulse LLC on SOUTHERNPULSE.COM are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service(collectively, the “Stripe Services Agreement”). By agreeing to Terms and Conditions or continuing to operate as a Subscriber on SOUTHERNPULSE.COM, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of SOUTHERNPULSE.COM enabling payment processing services through Stripe, you agree to provide SOUTHERNPULSE.COM accurate and complete information about you and your business, and you authorize SOUTHERNPULSE.COM to share it and transaction information related to your use of the payment processing services provided by Stripe.
LIMITATION ON LIABILITY
All conditions and warranties whether express or implied by statute or otherwise (including but not limited to those as to description, merchantability or fitness for purpose) are excluded from this agreement. In particular, whilst Southernpulse.com aims to ensure that material contained within the Services is accurate and complete, Southernpulse.com gives no warranty, express or implied, that the material supplied as part of the Services is suitable for any particular purpose, nor that it is complete, correct, or up to date.
SUBSCRIPTION PERIOD & TERMINATION
Excluding onetime purchases of individual reports, stand-alone products, or reprint permissions made via the online store, this agreement shall be for an initial minimum period of 12 months (unless otherwise agreed in writing). The subscription shall be automatically renewed on the last day of the agreement, for an equal period to that of the initial term. The Subscriber may terminate the subscription by serving notice, in writing, 60 days prior to the last day, of the end of, either the initial period or any subsequent periods thereafter, allowing the agreement between Southernpulse.com and the subscriber to expire on the last day of the term where notice has been served. Southernpulse.com may also notify the subscriber at any time, during the term of the current agreement of any changes in the cost to the subscriber for the use of the online services SOUTHERNPULSE.COM offer during the subsequent term.
1. SOUTHERNPULSE.COM may terminate this Agreement, with immediate effect and without notice, in the event that the Subscriber has defaulted in the performance of any material provision contained in this agreement and (where capable of remedy) such default has not been remedied within 30 days after written notice thereof shall have been given to the defaulting party. Termination of this Agreement for any reason shall not affect SOUTHERNPULSE.COM's right to recover any moneys due at the time of termination or to recover damages for any breach of contract before termination.
2. Early cancellation - This contract is effective immediately and expires in one year; in the event of an early termination, the Client will have to pay a cancellation fee equivalent to the months of service already rendered in addition to 50% of the total value of the contract.
CONFIDENTIALITY
The Subscriber undertakes to disclose Confidential Information of SOUTHERNPULSE.COM only to those of its officers, employees, agents and contractors to whom and to the extent to which disclosure is necessary for the purposes contemplated under this Agreement. The above obligations of confidentiality and non-use shall not apply to information or material:
Which is named by the Subscriber prior to receipt from SOUTHERNPULSE.COM as evidence by documents in the possession of the Subscriber at the time of disclosure;
Which, after receipt from SOUTHERNPULSE.COM, is disclosed to the Subscriber by a third party having the legal right to do so;
Which is available to the public at the time of receipt of SOUTHERNPULSE.COM; or (d) which becomes available to the public after receipt from SOUTHERNPULSE.COM through no fault of the Subscriber.
FORCE MAJEURE
No party shall be liable to the other for the delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including without limitation, any of the following: act of God, government act, war, fire, flood, explosion or civil commotion.
WAIVER
No forbearance or delay by SOUTHERNPULSE.COM in enforcing its rights will prejudice or restrict the rights of SOUTHERNPULSE.COM, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
NO ASSIGNMENT
The benefit of this Agreement may not be assigned in whole or in part by the Subscriber without the prior written consent of SOUTHERNPULSE.COM.
ENTIRE AGREEMENT
This agreement constitutes the whole agreement between SouthernPulse.com and the Subscriber relating to SOUTHERNPULSE.COM services and supersedes and replaces any prior agreements and arrangements of whatever natures relating thereto. For the avoidance of doubt, SOUTHERNPULSE.COM is hereby giving notice that subscriptions provided previously under different contractual arrangements will continue under those earlier terms until the earliest termination date provided, whereupon the terms and conditions of this agreement will prevail for any continuation of Service thereafter.
INVALIDITY
If any party of this Agreement shall be held unenforceable the rest of the Agreement shall nevertheless remain in full force and effect.
LAW GOVERNING THE TERMS
Use of this Website and these Terms shall be subject only to the laws of the United States which shall exclusively govern the interpretation, application and effect of all the above permissions, exclusions, licenses and conditions of use.
JURISDICTION
The Courts of Maryland shall have exclusive jurisdiction over all claims or disputes arising in relation to, out of or in connection with this Website and its use and these Terms.
