Terms of Service

Public Pulse Pty Ltd (ACN 668 509 019, ABN 90 668 509 019) (“we”, “us”, “our”, “Company”) provides the Public Pulse platform and related services (“Service”) to you (“you”, “your”, “Customer”) subject to these Terms of Service (“Terms”).

By accessing, registering for, or using our Service at https://www.publicpulse.com/ or app.publicpulse.com (the “Platform”), you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and references to “you” include both you individually and the entity.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.

1. Definitions

“Authorised User” means an individual who is authorised by the Customer to use the Service, for whom a subscription has been purchased.

“Confidential Information” means all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include information that is or becomes generally known to the public without breach of any obligation owed to the disclosing party.

“Customer Data” means all electronic data, content, and information submitted, uploaded, imported, or processed by Customer or Authorised Users into the Service, including constituent information and communications.

“Documentation” means the online user guides, documentation, and help and training materials provided by the Company.

“Intellectual Property Rights” means all patent rights, copyright, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between you and us.

“Subscription Term” means the period of your subscription to the Service as specified in your Order Form.

2. Access and Use of the Service

2.1 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to access and use the Service solely for your internal business operations during the Subscription Term.

2.2 Use Restrictions

You shall not, and shall not permit any third party to:

• licence, sublicence, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party;
• modify, adapt, translate, or create derivative works based upon the Service;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code;
• use the Service in any manner that violates any applicable law or third-party rights;
• interfere with or disrupt the integrity or performance of the Service;
• attempt to gain unauthorised access to the Service or its related systems.

2.3 Account Security and Responsibilities

You are responsible for maintaining the confidentiality and security of your login credentials, all activities that occur under your account, and ensuring that your use of the Service complies with all applicable laws and regulations.

2.4 Suspension Rights

We reserve the right to suspend or limit your access to the Service if your account is overdue, your use poses a security risk, you are in breach of these Terms, or you are using the Service for fraudulent or illegal activities.

3. Customer Data

3.1 Ownership

As between the parties, you retain all right, title, and interest in and to the Customer Data. We obtain no rights from you to the Customer Data except for the limited licences granted in these Terms.

3.2 Licence to Host and Process

You grant us a worldwide, limited-term licence to access, use, process, copy, distribute, perform, export, and display Customer Data only to the extent necessary to provide, maintain, and improve the Service in accordance with these Terms.

3.3 Data Protection and Security

We will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in our Privacy Policy.

3.4 Data Export and Deletion

Upon termination or expiration of your subscription, and upon your written request made within 30 days, we will make available to you for download a file of your Customer Data. After such 30-day period, we may delete all Customer Data in our systems.

4. Artificial Intelligence

4.1 AI Features and Limitations

The Service includes features powered by Artificial Intelligence, including Large Language Models. You acknowledge that AI may produce outputs that are inaccurate, incomplete, biased, or inappropriate, and you are solely responsible for reviewing, verifying, and approving all AI-generated outputs before using or distributing them.

4.2 Ownership of AI Output

Subject to your compliance with these Terms, you own the output generated by the AI features for your specific inputs.

4.3 Training Data

We may use anonymised and aggregated usage data to improve our AI models and the Service. We will not use identifiable Customer Data to train general-purpose public AI models without your prior written consent.

5. Fees and Payment

You agree to pay all fees specified in your Order Form or subscription plan. All fees are quoted and payable in Australian Dollars (AUD). Payment obligations are non-cancellable and fees paid are non-refundable, except as required by law.

6. Confidentiality

Each party will protect the confidentiality of the other party’s Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

7. Intellectual Property

Subject to the limited rights expressly granted hereunder, we and our licensors reserve all right, title, and interest in and to the Service and Documentation, including all related Intellectual Property Rights.

8. Representations and Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted, or modified. To the extent our liability for breach of a non-excludable guarantee can be limited, our liability is limited, at our option, to resupplying the Service or paying the cost of having the Service resupplied.

9. Indemnification

9.1 Indemnification by Us

We will defend and indemnify you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s Intellectual Property Rights, and we will pay any damages finally awarded against you (or agreed in settlement by us) in respect of such a claim. If the Service is or is likely to become the subject of such a claim, we may, at our option, modify the Service so that it is non-infringing, procure the right for you to continue using it, or terminate your subscription and refund any prepaid fees for the unused portion of the Subscription Term. This Section states our entire liability, and your exclusive remedy, for any claim of intellectual property infringement.

9.2 Indemnification by You

You will defend and indemnify us against any third-party claim arising from Customer Data, your use of the Service in breach of these Terms or applicable law, or your failure to obtain any consent or authorisation required for our processing of Customer Data as contemplated by these Terms, and you will pay any damages finally awarded against us (or agreed in settlement by you) in respect of such a claim.

9.3 Indemnification Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and settlement of the claim (provided any settlement unconditionally releases the indemnified party of all liability), and provide reasonable assistance at the indemnifying party’s expense.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy under the Australian Consumer Law which cannot be excluded by agreement.

11. Term and Termination

11.1 Term and Renewal

These Terms commence when you first accept them and continue for the Subscription Term. Unless otherwise specified in your Order Form, each subscription automatically renews for successive periods equal to the expiring Subscription Term, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

11.2 Termination for Cause

Either party may terminate these Terms for cause upon 30 days’ written notice of a material breach if such breach remains uncured at the end of that period, or immediately if the other party becomes the subject of insolvency, bankruptcy, receivership, or any similar proceeding. Without limiting the foregoing, we may terminate these Terms if any fees remain unpaid 30 days after we give you written notice of non-payment.

11.3 Effect of Termination

Upon termination or expiration, your right to access and use the Service will immediately cease. Data export and deletion are handled in accordance with Section 3.4. Sections 3.1, 4.2, 6, 7, 9, 10, and 12 survive termination.

12. General Provisions

12.1 Governing Law and Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales.

12.2 Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will notify you at least 30 days before the change takes effect, by email to your registered address or by notice within the Service. Changes take effect at the start of your next renewal following the notice period, unless the change is required by law or relates to a new feature, in which case it may take effect immediately. If a material change adversely affects you, you may terminate your subscription by written notice before the change takes effect, and we will refund any prepaid fees for the unused portion of the Subscription Term. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

12.3 Notices

Notices under these Terms must be in writing. Notices to us must be sent to legal@publicpulse.com or our registered address below. Notices to you may be sent to the email address associated with your account or delivered within the Service, and are deemed given on the business day after they are sent.

12.4 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment is void.

12.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

12.6 Waiver

A failure or delay by either party to exercise any right under these Terms does not constitute a waiver of that right.

12.7 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labour disputes, internet or utility failures, or denial-of-service attacks.

12.8 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

12.9 Entire Agreement

These Terms, together with any Order Forms and the documents referenced herein (including our Privacy Policy), constitute the entire agreement between the parties regarding the Service and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral, concerning their subject matter.

12.10 Contact Information

For any questions, notices, or communications regarding these Terms, please contact us at:

Public Pulse Pty Ltd
Address: 81-83 Campbell Street, Surry Hills, NSW 2010, Australia
Email: legal@publicpulse.com
ABN: 90 668 509 019