Subscription Agreement

This Subscription Agreement (the “Agreement”) is entered into between Pulse Technology Solutions Inc, a Wyoming corporation (“Pulse,” “we,” or “us”), and you (the “Provider,” “you,” or “your”). By accessing and using the Platform, you agree to be bound by this Agreement.

This Agreement incorporates the Terms of Use, the Privacy Policy, the Acceptable Use Policy, and the Data Retention Policy, which set out additional rules on acceptable use, regulatory responsibility, protected health information, and data retention. Capitalized terms not defined here have the meanings given in the Terms of Use. Review this Agreement thoroughly before accepting it.

1. PRICING MODEL

1.1 Trips and Legs. A “Trip” means a single one-way passenger transport recorded on the Platform, regardless of how it originates. Where a passenger is transported to a destination and later returned, the Platform records each direction as a separate Trip. Medicaid and broker billing may describe those two transports together as one trip with two legs; for the purposes of this Agreement each leg is a separate Trip and is counted and charged separately. All Trips count toward the Free Tier and are charged at the rates in Section 1.3, including trips received from a broker or other trip source, trips a Provider dispatches itself, and trips booked through a passenger application.

1.2 Free Tier. Each Provider receives an allowance of three hundred (300) Trips per calendar month at no charge (the “Free Tier”). A Provider that reaches a Billable Status on three hundred (300) or fewer Trips in a month is not charged for that month. Charges under Section 1.3 apply only to Trips in excess of the Free Tier.

1.3 Modules and Rates. The Platform is offered as the following modules. A Provider may use any module individually or all of them together at the bundled rate:

The bundled rate covers all three modules for a Trip and is charged once per Trip. A Provider using the bundle is not charged separately under the individual module rates. Rates are stated per Trip as defined in Section 1.1, so a round transport consisting of two Trips is charged twice.

1.4 Billable Status. A Trip reaches a “Billable Status” when it is recorded on the Platform as dropped off, as a passenger no-show, or as a driver no-show. A Trip that is cancelled before a driver is assigned does not reach a Billable Status and is neither counted toward the Free Tier nor charged. The Manifest Builder module is charged when the Platform routes a Trip, whether or not that Trip later reaches a Billable Status. The Claims module is charged when a Trip is submitted through the claims module.

1.5 Rate Changes. Current rates are published at portal.dispatch.software/pricing. Pulse may change the rates on the notice required by Section 2.4.

1.6 Trip Records and Disputes. The Platform records the Trips charged in each month, by module, and makes that record available in your Account. If you believe a charge is incorrect, you must notify us within thirty (30) days after the end of the month in question, and we will review the record and correct any error.

1.7 Access. Your access to the Platform is non-exclusive and non-transferable, is limited to your internal business operations, and is subject to the Terms of Use and this Agreement. Pulse may change the features available on the Platform from time to time and will notify you of significant changes.

2. PAYMENT TERMS

2.1 Billing. Charges are calculated monthly and billed in arrears for each month in which you exceed the Free Tier. Your invoice states the number of Trips charged, the module or bundle applied, and the rate. You must maintain a valid payment method on your Account, including during any month in which no charge arises. If you do not exceed the Free Tier in a month, no charge is made for that month and your Account remains active.

2.2 Payment Methods. Payments are processed by Stripe, which accepts major credit and debit cards and any other method specified on the Platform. You authorize Pulse to charge the payment method on file for the amounts due under this Agreement and any related charges, and you are responsible for keeping that payment information current.

2.3 Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, or similar tax arising from your use of the Platform, other than taxes on Pulse’s income.

2.4 Rate Adjustments. Pulse may adjust the rates in Section 1.3. We will notify you of any change at least thirty (30) days in advance by email or by notice on your Account, and the change applies to the next billing cycle after the notice period. If you do not agree to the adjusted fee, you may cancel before it takes effect. Continued use of the Platform after the change takes effect is acceptance of the adjusted fee.

2.5 Non-Payment. If a payment fails, we will notify you by email and by notice on your Account. You then have ten (10) days from that notice to update your payment method and settle the amount due. Because suspension will interrupt your dispatch operations, we will not suspend your Account during that ten-day period, and you may export your Provider Data at any time during it. If the amount remains unpaid after ten (10) days, we may suspend your access to the Platform. Suspension does not relieve you of the obligation to pay amounts already due. On settlement of overdue amounts, access is restored within twenty-four (24) hours.

3. CANCELLATION AND TERMINATION

3.1 Cancellation by You. You may cancel at any time through your Account or by contacting support. Cancellation takes effect at the end of the calendar month in which you cancel. Charges accrued in that month up to the effective date of cancellation remain payable. Because the Platform is billed monthly in arrears rather than in advance, no refund arises on cancellation.

3.2 Termination by Pulse. Pulse may terminate your Account for misuse of the Platform, breach of the Terms of Use, or non-payment. Misuse includes unauthorized access, distributing malicious code, submitting false or inflated trip records, and using the Platform for unlawful activity. Notice of termination will be sent to the Account Holder by email or Account notice, and you are responsible for keeping your contact details current.

3.3 Data on Termination. For thirty (30) days after termination, we will make your Provider Data available for export. Retention and deletion after that period are governed by the Terms of Use.

4. PROVIDER RESPONSIBILITIES

4.1 Account Security. You are responsible for the confidentiality and security of the credentials issued under your Account, for granting and revoking Authorized User access as your personnel change, and for notifying us immediately of any suspected unauthorized access. We recommend enabling multi-factor authentication. Pulse is not liable for loss arising from your failure to meet these obligations.

4.2 Authorized Users. The Account Holder oversees all activity under the Account, including access management, subscription settings, and billing information, and is responsible for ensuring every Authorized User complies with this Agreement and the Terms of Use.

4.3 Regulatory Responsibility. Your obligations concerning licensing, driver and vehicle credentials, insurance, broker and trip source contracts, and protected health information are set out in the Terms of Use and apply to your use of the Platform under this Agreement.

5. PLATFORM AVAILABILITY

5.1 Maintenance. Pulse may perform scheduled maintenance, which may cause temporary downtime. We will give advance notice by email or Platform notification and will schedule maintenance outside peak dispatch hours where practicable.

5.2 Interruptions and Contingency. In the event of an unplanned interruption we will work to restore service as quickly as possible. Pulse is not liable for losses resulting from interruptions, particularly those caused by factors outside its control such as hosting provider or network failures. Because dispatch is time-sensitive, you shall maintain your own contingency procedures for operating while the Platform is unavailable, including a means of contacting drivers and passengers directly.

6. INTELLECTUAL PROPERTY

Pulse and its licensors retain full ownership of the Platform, its underlying software, and all proprietary features. You are granted only the limited, non-exclusive, non-transferable right to access and use the Platform under this Agreement and the Terms of Use. You retain ownership of your Provider Data, subject to the license granted to Pulse in the Terms of Use to host, store, process, and transmit that data in order to provide the Services.

7. LIABILITY

7.1 Limitation. Pulse’s total liability under this Agreement is limited to the greater of the fees you paid to Pulse in the twelve (12) months preceding the event giving rise to the claim or one hundred dollars ($100.00 USD), consistent with Section 14 of the Terms of Use. A claim must be notified to Pulse within thirty (30) days after the event giving rise to it. Pulse disclaims liability for indirect, incidental, or consequential damages, including loss of profits, goodwill, data, or other intangible losses, even if advised of the possibility. This limitation is a fundamental element of the bargain between us, and Pulse would not provide the Platform without it.

7.2 As-Is. The Platform is provided on an “as is” basis without guarantee of uninterrupted or error-free performance. The disclaimers in the Terms of Use apply to this Agreement, including those concerning routing, arrival-time estimates, fare calculation, credential verification, and third-party services.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement that cannot be resolved by negotiation is submitted to binding arbitration administered by the American Arbitration Association, seated in Wyoming, on the terms set out in Section 16 of the Terms of Use, including the class action waiver.

9. MODIFICATIONS

Pulse may modify this Agreement. We will notify you of material changes by email or through the Platform at least thirty (30) days before they take effect. Continued use of the Platform after the changes take effect constitutes acceptance. If you do not accept a change, you may cancel under Section 3.1.

10. NOTICES

Notices to you may be given by email to the address on your Account or by notice on the Platform. Notices to Pulse must be sent by email to support@dispatch.software, or by mail to Pulse Technology Solutions Inc, 75 E 3rd St, Sheridan, WY 82801, U.S.A.