Master Services Agreement
This Agreement was last updated on September 26, 2023.
Master Services Agreement
This Master Services Agreement (this “Agreement”) governs the access and use of one or more Services (as defined in Section 1 below) purchased from Career Velocity LLC, a Texas corporation, and its Affiliate(s) (doing business as “SalesPulseU”). By accepting this Agreement or using the services, the customer acknowledges it has read, understands, and has the authority to enter into this Agreement.
- Definitions. As used in this Agreement, the following terms have the meaning below.
- “Affiliate” means any entity that directly or indirectly controls is controlled by, or is under common control with a party to this Agreement.
- “Customer” means the party entering this Agreement or an Order Form with SalesPulseU.
- “Fees” means the amounts payable by Customer to SalesPulseU for access to the Services.
- “Order Form” means the ordering document mutually executed by SalesPulseU and Customer specifying (i) the Service(s) purchased, (ii) the number of licenses purchased, (iii) Fees payable by Customer to SalesPulseU for provision of the Services, (v) billing and payment information, and (vi) any other applicable quantity specifications regarding Customer’s purchase of the Services.
- “Personal Data” means any data that Customer submits into the Services relating to an identified or identifiable natural person protected under data protection laws.
- “Services” means a platform that allows Customer to access online courses (“Courses”) and any related services offered by SalesPulseU that may be purchased by Customer and is outlined in the Order Form signed between parties.
- “SalesPulseU” means SalesPulseU, Inc., or one of its Affiliates.
- “Users” means the employees and contractors the Customer authorizes to access and use the Services.
- “Influencers” means the authors and creators of courses.
- Provision of the Services. SalesPulseU agrees to make the Services available to Customer and its Users under the terms of this Agreement and as specified in an Order Form. Where an Affiliate of Customer wishes to access or use the Services, such Affiliate must request Affiliate status and enter into its own separate Order Form governed by this Agreement, and then for purposes of that Order Form, the Affiliate shall be deemed the “Customer,” responsible for its performance and all obligations to SalesPulseU thereunder; provided, however, Customer shall be and remain liable for the acts and omissions of any of its Affiliates.
- Influencer Use. SalesPulseU reserves the right to allow Influencers to set their own rates, allow the first section of the course to be free, and offer discount codes. The Influencer understands that any FREE codes are subject to a twenty-cent user fee per minute charged to the influencer by SalesPulseU. The cost will be deducted from monthly royalties or billed to the influencer.
- Terms of Use.
- Customer shall not, nor shall it permit its Users to: (i) use the Services in any manner that is unlawful or that infringes the rights of others; (ii) copy, distribute, resell, create derivative works from, hack, modify, or interfere with, including through the introduction of any computer code, file, or program that may cause damage to, the proper working of the Services, any of the Courses, or any third-party system made available through the Services; (iii) input any infringing, racist, hateful, sexist, pornographic, harassing, defamatory, libelous, or other similar inappropriate content into the Services or instruct SalesPulseU to include any such content in the Services; (iv) scrape, spider, or utilize other automated means of any kind to access the Services, including, but not limited to, accessing API endpoints for which Customer or its Users have not been provided authorization by SalesPulseU; (v) use the Services to build a competitive product to the Services; (vi) share login access to the Services among multiple individuals, transfer a User license (except in connection with a termination of employment), or otherwise permit any person other than the Users to use the Services; (vii) use SalesPulseU’s APIs in violation of the API License Agreement, nor instruct a third party to access SalesPulseU’s APIs; (viii) use the Services for any purpose other than as a platform for supplementing learning and training of Users; or (ix) permit any individual who is legally incapable of giving consent for the use of online services or the collection and processing of their personal data to use the Services (e.g., individuals under 13 years old in the U.S.)
- Customer represents and warrants that neither it nor its Users are (i) located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes, or (ii) a person or entity who is named on any U.S. government specially designated national or denied-party list. Customer shall not permit any User to access or use the Services in a U.S. embargoed country or violate any U.S. export law or regulation.
- Fees. The customer will pay the Fees outlined in one or more Order Forms. Unless stated otherwise in an Order Form, all fees are in U.S. dollars. Any future incremental add-on or renewal orders after the initial subscription period (as outlined in an Order Form) shall be subject to the subscription standard price in effect at the time of purchase. If the Customer is late in making payments, SalesPulseU reserves the right to charge the greater 3% interest per month or the maximum interest permitted by law. The customer will be liable for all third-party collection costs.
- Taxes. The Fees are exclusive of all federal, state, local, and foreign taxes, levies, and assessments of any nature, including value-added, use, or withholding taxes. Customer agrees to bear and be responsible for paying all such taxes, levies, and assessments imposed on Customer arising out of this Agreement, excluding any tax based on SalesPulseU’s income, gross receipts, business and occupation tax, and employment-related taxes. If tax withholding is required, the Customer will pay the amount needed to the relevant governmental authority and produce a withholding tax certificate to SalesPulseU while remitting the residual to SalesPulseU.
- Violations of Restrictions. If SalesPulseU determines that Customer or any of its Users has violated the restrictions outlined in Section 3 above (collectively, the “Terms of Use”), and if such violation is remediable, SalesPulseU shall notify Customer of such violation. If Customer fails to cure such violation within ten (10) days, then SalesPulseU may terminate or suspend access to the Services for Customer or the relevant Users. Separately, SalesPulseU may remove or edit inappropriate content or activity identified by or reported to SalesPulseU.
- Confidentiality.
- Each party agrees that all code, inventions, know-how, or business, technical, and financial information disclosed to a party (the “Receiving Party”) by the disclosing party (the “Disclosing Party”) constitute the confidential information of the Disclosing Party (“Confidential Information”), provided that it is either identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain before the time of disclosure by the Disclosing Party, (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party, (iii) is already in the possession of the Receiving Party at the time of disclosure by the Discloser, (iv) is obtained by the Receiving Party from a third party without a known breach of the third party’s obligations of confidentiality, or (v) is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law, provided that the Receiving Party will use reasonable efforts to seek confidential treatment for such Confidential Information and, if and as permitted by law, will give prior notice to the Discloser to allow the Discloser to seek protective or other court orders.
- Except as expressly authorized herein or as necessary to perform its obligations hereunder, the Receiving Party agrees: (i) not to disclose any Confidential Information to third parties, and (ii) not to use Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations hereunder.
- Processing of Personal Data. Customer agrees that SalesPulseU may process Personal Data as necessary for (i) storage and processing by the Agreement and applicable Order Form(s); (ii) processing initiated by Users in their use of the Services; and (iii) processing to comply with other documented reasonable instructions provided by User (e.g., via email or support tickets) where such instructions are consistent with the terms of the Agreement. To the extent that Customer is subject to data privacy law, then Customer agrees to request from SalesPulseU a data protection agreement before providing any Personal Data to SalesPulseU. Customer will have sole responsibility for the legality of Personal Data and how Customer acquired Personal Data, including providing legally adequate notices to and obtaining any necessary consent from its employees, agents, or third parties to whom it extends the benefits of the Services.
- Term and Termination.
- The Agreement will commence on the date of purchase.
- Termination for Material Breach. Either party may terminate this Agreement and any applicable Order Form(s) if the other party materially breaches this Agreement by providing 30 days written notice unless such breach is cured during such 30-day notice period. If Customer terminates this Agreement or any Order Form due to material breach by SalesPulseU, then Customer will receive a pro-rated refund for Services not rendered past the termination date. The parties agree that those provisions intended to survive this Agreement's termination shall survive the termination, notwithstanding the cause of termination.
- Irrespective of any cure periods stated in this Agreement, SalesPulseU reserves the right in its sole discretion to terminate or suspend access to the Services for Customer or the relevant Users at any time if immediate action is required to prevent or protect against fraud or to address imminent potential harm or damages.
- Subscriptions/Trial Subscriptions.SalesPulseU does not offer subscriptions or trial subscriptions.
- Refunds: All sales are final, and no refunds will be given unless the SalesPulseU platform is not operating. The customer must send proof of the time and date SalesPulseU was inoperable, and all refund requests will be viewed and decided upon by SalesPulseU management on a case-per-case basis.
- WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE AGREED BY THE PARTIES, SALESPULSEU PROVIDES THE SERVICES AS-IS AND DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, THE COURSES, AND ANY THIRD-PARTY SYSTEMS OR PLATFORMS ACCESSIBLE THROUGH THE SERVICES, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES RELATING TO MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR AVAILABILITY.
- Limitation of Liabilities.
- NEITHER PARTY WILL BE LIABLE concerning ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (i) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR (ii) IN THE AGGREGATE, ANY AMOUNTS over THE FEES PAID OR PAYABLE BY CUSTOMER TO SALESPULSEU IN THE 12 MONTHS before THE DATE THE RELEVANT CLAIM AROSE.
- Notwithstanding the limitation of liability set forth above: (i)any indemnified liability and any liability arising from violation of the Terms of Use will not be limited, and (ii) each party’s liability arising from breach of its confidentiality obligations hereunder will be limited to three times the Fees paid or payable by Customer to SalesPulseU in the 12 months before the date the relevant claim arose.
- Indemnification.
- SalesPulseU's Indemnification Obligations. SalesPulseU agrees to defend Customer for any third-party claim arising from an allegation that the Services infringes a third party’s intellectual property rights (“Claim Against Customer”) and indemnify Customer from any proven damages, reasonable attorney fees, and associated reasonable costs and expenses (“Losses”) incurred by Customer as a result of a Claim Against Customer. If the Services become subject to a third-party intellectual property claim, or SalesPulseU believes that the Services will become subject to such a claim, then SalesPulseU may elect to: (i) modify the Services so that they are no longer allegedly infringing, (ii) obtain a license for Customer’s continued use of the Services, or (iii) terminate this Agreement or any applicable Order Forms, and provide Customer a pro-rated refund for Services not rendered past the termination date. This section states SalesPulseU’s sole liability to Customer concerning a claim that any part of the Services infringes the intellectual property rights of a third party. SalesPulseU shall have no liability for any claim in respect of any Services to the extent that (i) Customer uses the Services outside the scope of the rights granted in the Agreement or a manner or for a purpose other than that for which it was supplied or (ii) the Services are modified by or on behalf of Customer.
- Customer's Indemnification Obligations. Customer agrees to defend SalesPulseU for any third-party claim arising from Customer’s or its Users’ violation of the Terms of Use (“Claim Against SalesPulseU”) and indemnify SalesPulseU from any Losses incurred by SalesPulseU as a result of a Claim Against SalesPulseU.
- Requirements for Indemnification. For the indemnification obligations hereunder to apply, the party seeking indemnification must (i) promptly tender a claim for indemnification, (ii) allow the indemnifying party sole control of the defense or settlement of the underlying claim, and (iii) reasonably assist with any defense or settlement of the underlying claim at the indemnifying party’s request and expense. Notwithstanding the preceding, a party may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the other party or diminishes the other party’s rights without obtaining the other party’s express prior consent, such consent not to be unreasonably withheld or delayed.
- Publicity. Customer grants SalesPulseU the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on SalesPulseU’s website and other promotional materials.
- Force Majeure. Neither party will be liable for any delay in the performance of its obligations hereunder during, and to the extent caused by, a condition that is beyond a party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, interruption or failure by a third-party hosting or Internet provider or utility provider, governmental actions, or denial of service attacks.
- Severability. Suppose any provision of this Agreement is held by a court of competent jurisdiction contrary to law. In that case, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.
- Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable facilities and entertainment provided in the ordinary course of business do not violate the above restriction.
- Governing Law Venue and Attorney’s Fees. This Agreement and any disputes arising under it will be governed by the laws of the State of Texas without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in Dallas, Texas. In the event of any dispute between the parties regarding the terms of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.
- Entire Agreement. This Agreement constitutes the whole Agreement between the parties about the subject matter hereof. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations concerning its subject matter. This Agreement and any mutually executed Order Forms shall apply instead of the terms or conditions in any purchase order or other documentation that Customer provides, and all such terms and conditions are null and void and superseded by this Agreement and an executed Order Forms. Where SalesPulseU has provided you with a translation of the English language version of this Agreement or a document referenced in this Agreement, the translation is provided for your convenience, and the English language versions of any such document will be controlled. This Agreement, or any part thereof, may be modified by SalesPulseU at any time, including the addition or deletion of terme, and such modifications, additions, or omissions will be effective immediately upon posting.