Effective as of September 3, 2018
Thank you for choosing PromoWise (“PromoWise”, “we”, “us”, “our”) formerly known as the Pulse Syndicate (“Pulse”, “we”, “us”, “our”). By signing up or otherwise using the PromoWise service, websites, and any associated software applications (together, the “PromoWise Service”, “PromoWise Service” or “Service”), or accessing any content or material that is made available by PromoWise through the Service (the “Content”) you are entering into a binding contract with us.
Your agreement with us includes these Terms and Conditions of Use (“Terms”) and any additional terms that you agree to in connection with the Service, as discussed in the Entire Agreement section below (collectively referred to as the “Agreements”). If you wish to review the terms of the Agreements, the effective version of the Agreements can be found on our website. You acknowledge that you have read and understood the Agreements, accept the Agreements, and agree to be bound by them. If you do not agree with (or cannot comply with) the Agreements, then you may not use the PromoWise Service or consume any Content.
Please read the Agreements carefully. They cover important information about PromoWise Services provided to you and any charges, taxes, and fees we bill you. The Agreements also include information about future changes to the Agreements, automatic renewals, limitations of liability, and other important terms that affect your legal rights.
- Changes to the Agreements
Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through the Contact Us page of our website.
- Our Services & Paid Subscriptions
In exchange for your payment of a subscription fee, PromoWise provides you with access to its B2B content syndication research platform (the “Paid Subscription”). From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). PromoWise reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability.
For some Trials, you may be required to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE PAID SUBSCRIPTION THROUGH YOUR PROMOWISE ACCOUNT’S SETTINGS PAGE OR TERMINATE YOUR PROMOWISE ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING BASIS, YOU MUST CANCEL THE PAID SUBSCRIPTION THROUGH YOUR PROMOWISE ACCOUNT’S SETTINGS PAGE OR TERMINATE YOUR PROMOWISE ACCOUNT BEFORE THE END OF THE APPLICABLE RECURRING PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, PROMOWISE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. THE LIMITATION SECTION SETS FORTH ADDITIONAL TERMS REGARDING CANCELLATION OF YOUR PAID SUBSCRIPTION.
- Rights We Grant You
The PromoWise Service and the Content are the property of PromoWise or PromoWise’s licensors. We grant you a limited, non-exclusive, revocable license to make use of the PromoWise Service, and a limited, non-exclusive, revocable license to make use of the Content (the “License”). This License shall remain in effect until and unless terminated by you or PromoWise. You promise and agree that you will not redistribute or transfer the PromoWise Service or the Content.
All PromoWise trademarks, service marks, trade names, logos, domain names, and any other features of the PromoWise brand (“PromoWise Brand Features”) are the sole property of PromoWise or its licensors. The Agreements do not grant you any rights to use any PromoWise Brand Features whether for commercial or non-commercial use.
You agree to abide by our User Guidelines and not to use the PromoWise Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, PromoWise grants no right, title, or interest to you in the PromoWise Service or Content.
- Third-Party Applications
The PromoWise Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that PromoWise does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
- User-Generated Content
PromoWise users may post, upload, and/or contribute (“post”) content to the Service (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to the PromoWise Help & Support page, as well as any other part of the PromoWise Service.
You promise that, with respect to any User Content you post on PromoWise, (1) you have the right to post such User Content, and (2) such User Content, or its use by PromoWise as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by PromoWise or any other individual or entity without express written consent from such individual or entity.
PromoWise may, but has no obligation to, monitor, review, or edit User Content. In all cases, PromoWise reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in PromoWise’s sole discretion, violates the Agreements. PromoWise may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that you post. PromoWise is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST PROMOWISE RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD PROMOWISE HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
- Rights You Grant Us
In consideration for the rights granted to you under the Agreements, you grant us the right to provide advertising and other information to you, and to allow our business partners to do the same. In any part of the PromoWise Service, the Content you view may be influenced by commercial considerations, including agreements with third parties.
If you provide feedback, ideas or suggestions to PromoWise in connection with the PromoWise Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize PromoWise to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
You grant PromoWise a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.
- User Guidelines
PromoWise respects intellectual property rights and expects you to do the same. The following is not permitted for any reason:
- making any use of the PromoWise Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the PromoWise Service or the Content or any part of it;
- circumventing any technology used by PromoWise, its licensors, or any third party to protect the Content or the Service;
- selling, renting, sublicensing or leasing of any part of the PromoWise Service or the Content;
- circumventing any territorial restrictions applied by PromoWise, its licensors, or any third party to protect the Content or the Service;
- removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the PromoWise Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
- providing your password to any other person or using any other person’s username and password; or
- “crawling” the PromoWise Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from PromoWise.
Further, you may not engage in any activity, post any User Content, or register and/or use a username, which is or includes material that:
- is offensive, abusive, defamatory, pornographic, threatening, or obscene;
- is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of PromoWise or a third party;
- includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
- includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
- is intended to or does harass or bully other users;
- impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
- involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar;
- involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by PromoWise;
- links to, references, or otherwise promotes commercial products or services, except as expressly authorized by PromoWise;
- interferes with or in any way disrupts the PromoWise Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or PromoWise’s computer systems, network, usage rules, or any of PromoWise’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
- conflicts with the Agreements, as determined by PromoWise.
You acknowledge and agree that posting any such User Content may result in immediate termination or suspension of your PromoWise account. You also agree that PromoWise may reclaim your username for any reason.
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.
- Infringement and Reporting User Content
PromoWise respects the rights of intellectual property owners. If you believe that any portion of the Service or any Content infringes your copyright or the copyright of any third party, please send written notice in accordance with the provisions of the Digital Millennium Copyright Act (“DMCA”) to our Designated Copyright Agent, who can be reached as follows:
Copyright Compliance Manager
The PromoWise LLC
836 W Wrightwood
Chicago, IL 60614
Email: [email protected]
To be effective, notice must include the following in compliance with Section 512(c) of the DMCA:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- 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;
- 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 specific information sufficient to permit us to locate the material;
- Information sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
- A statement that you have 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
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
This process only relates to reporting a claim of copyright infringement. Messages related to other matters will not receive a response through this process. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material is infringing may be subject to liability. If you are unsure whether material is infringing, you should contact an attorney prior to sending notice. After receiving notice, PromoWise may remove or disable access to infringing material.
If you believe that any Content does not comply with the User guidelines, please contact us through the Contact Us page on our website.
- International Use
If you are not a United States resident and you are accessing the Service from outside the United States, you agree to transfer certain information outside your home country to us and that you will follow all the laws that apply to you. PromoWise’s servers and operations are located primarily in the United States and our policies and procedures are based primarily on United States law. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including User Content and personal data) to and in the United States and/or other countries; (ii) if you are using the Service from a country embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals,” you are not authorized to access or use the Service; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Service. The Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject PromoWise to any registration requirement within such jurisdiction or country.
- Service Limitations and Modifications
PromoWise will make reasonable efforts to keep the PromoWise Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, PromoWise reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the PromoWise Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the PromoWise Service or any function or feature thereof. You understand, agree, and accept that PromoWise has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. PromoWise and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
- Customer Support
For customer support with account-related and payment-related questions (“Customer Support Queries”), please contact us through the Help & Support section of our website. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.
- Payments and Cancellations
Paid Subscriptions can be purchased directly from PromoWise by paying a subscription fee. Your payment to PromoWise will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through the Settings page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period. However, if you cancel your payment or Paid Subscription and/or terminate any of the Agreements before the end of the current subscription period, we will not refund any subscription fees already paid to us.
PromoWise may change the price for the Paid Subscriptions from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the PromoWise Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the PromoWise Service prior to the price change going into effect. Please make sure you read any such notification of price changes carefully.
- Term and Termination
You may terminate the Agreements at any time. The Agreements will continue to apply to you until terminated by either you or PromoWise. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. PromoWise may terminate the Agreements or suspend your access to the PromoWise Service at any time, including in the event of your actual or suspected unauthorized use of the PromoWise Service and/or Content, or non-compliance with the Agreements. If you or PromoWise terminate the Agreements, or if PromoWise suspends your access to the PromoWise Service, you agree that PromoWise will have no liability or responsibility to you, and PromoWise will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To terminate your PromoWise account, please visit the Settings page of our website and submit a request.
The rights and obligations that by their nature should survive or extend beyond the termination of the Agreements will survive termination.
- Warranty and Disclaimer
WE ENDEAVOR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE PROMOWISE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE PROMOWISE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROMOWISE MAKES NO REPRESENTATIONS AND DISCLAIMS ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROMOWISE DOES NOT WARRANT THAT THE PROMOWISE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, PROMOWISE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE PROMOWISE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT PROMOWISE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE PROMOWISE SERVICE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM PROMOWISE SHALL CREATE ANY WARRANTY ON BEHALF OF PROMOWISE IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW. THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
- Limitation and Time for Filing
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PROMOWISE SERVICE IS TO STOP USING THE PROMOWISE SERVICE. WHILE PROMOWISE ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PROMOWISE, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROMOWISE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE PROMOWISE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER PROMOWISE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PROMOWISE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO PROMOWISE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Nothing in the Agreements removes or limits PromoWise’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM AGAINST PROMOWISE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE YOU FIRST KNOW OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
- Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and PromoWise, the Agreements constitute all the terms and conditions agreed upon between you and PromoWise and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Please note, however, that other aspects of your use of the PromoWise Service may be governed by additional agreements. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms will prevail.
- Severability and Waiver
Should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by PromoWise to enforce the Agreements or any provision thereof shall not waive PromoWise’s right to do so.
PromoWise may assign the Agreements or any part of them, and PromoWise may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold PromoWise harmless from and against all damages, losses, and expenses of any kind (including reasonable attorneys’ fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the PromoWise Service; and (4) your violation of any law or the rights of a third party.
- Governing Law and Jurisdiction
The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of Illinois, United States of America, without regard to choice or conflicts of law principles. You and PromoWise agree to the jurisdiction of the Northern District of Illinois to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreements (and any non-contractual disputes/claims relating to or arising in connection with them).
If you have any questions concerning the PromoWise Service or the Agreements, please contact us by visiting the Contact Us section of our website or at the following address:
The PromoWise LLC
836 W Wrightwood, Apt. 1
Chicago, IL 60614-2346