These Terms of Use (the “Terms”) set out the terms under which Pulse Technology Solutions Inc, a Wyoming corporation (“Pulse,” “we,” or “us”), provides access to its website, platform, and related services to you (the “Provider,” “you,” or “your”).
The “Platform” means the dispatch software provided and operated by Pulse at portal.dispatch.software, together with its web portals, mobile applications, and interfaces. The Platform enables transportation providers to receive, assign, dispatch, track, and record passenger trips, to manage drivers and vehicles and their credentials, to connect to brokers and trip sources, and to produce the records associated with those trips. “Services” means the functionality of the Platform operated by Pulse.
By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you have questions about these Terms or your rights and responsibilities, contact us at support@dispatch.software.
Section 16 describes what happens if a dispute arises between you and Pulse. It includes a binding arbitration clause and a class action waiver. Read it carefully, because it affects your right to a jury trial and to take part in a class or representative action.
1. ACCEPTANCE OF TERMS
These Terms are the legally binding terms and conditions for using the Platform and apply to every Provider and every Authorized User.
By using the Platform and establishing an Account, you confirm your acceptance of these Terms. If you access or use the Platform on behalf of a company or other legal entity, you affirm that you have authority to bind that entity, and “you” and “your” refer to that entity.
If you disagree with any part of these Terms, you must not use the Platform. Before you continue, review the Privacy Policy, which also governs your use of the Platform and is incorporated into these Terms by reference.
2. ACCOUNTS AND AUTHORIZED USERS
2.1 Provider Accounts. The Platform is provided to transportation providers operating as businesses. An “Account” is issued to a Provider, and the Provider is the “Account Holder.” The Account Holder may create credentials for its Authorized Users. “Authorized Users” means the dispatchers, administrators, drivers, and other personnel to whom the Account Holder grants access to the Platform under its Account.
2.2 Account Data. To use the Services you must register an Account and provide certain information, including your business name and entity type, the name and contact details of a responsible person, your operating jurisdictions, your applicable licenses and authority numbers, and a password (together, “Account Data”).
2.3 Accuracy and Verification. You agree to provide true, accurate, current, and complete information. If you provide inaccurate or incomplete information, we may suspend or terminate your Account. Accounts registered by automated means are not permitted. As a condition of continued use, we may require additional information to verify your business, your licensing, or the credentials of your drivers and vehicles, and you authorize us to make the inquiries we consider necessary to validate that information, including checks against public regulatory databases.
2.4 Responsibility for Authorized Users. The Account Holder is responsible for all activity under its Account, including the acts and omissions of its Authorized Users, for granting and revoking access as personnel change, and for ensuring that each Authorized User complies with these Terms. You are responsible for keeping credentials confidential and shall notify Pulse immediately of any unauthorized use or security breach. Pulse is not liable for any loss arising from your failure to meet these obligations.
2.5 No Circumvention. If we terminate your Account, you may not establish a new one. You may not use a false identity, impersonate another person, or use an email address you are not authorized to use in order to circumvent this Section.
2.6 Electronic Records. By registering an Account and accepting these Terms when prompted, you execute these Terms electronically under the United States Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). You consent to receive notices and other records from us electronically rather than on paper.
3. FEES AND SUBSCRIPTION
Access to the Platform is provided on the pricing model set out in the Subscription Agreement, which is incorporated into these Terms by reference. Each Provider receives an allowance of trips each month at no charge, and trips in excess of that allowance are charged per trip at the rates set out in the Subscription Agreement. The Subscription Agreement governs billing, trip counting, rate changes, cancellation, and suspension or termination for non-payment.
4. PULSE IS NOT A TRANSPORTATION PROVIDER
Pulse provides software. Pulse does not provide transportation, does not employ or contract with drivers, does not own or operate vehicles, and is not a motor carrier, a broker of transportation, or a Medicaid provider.
You are solely responsible for the transportation services you provide, for the conduct of your drivers, for the condition and operation of your vehicles, and for your relationships with passengers, brokers, and trip sources. Pulse does not control, direct, or supervise your operations. Nothing in these Terms makes Pulse a party to any transportation contract between you and a passenger, a broker, a health plan, or a government agency, and Pulse assumes no liability arising from the performance or non-performance of any trip.
5. NO EMERGENCY SERVICES
The Platform is designed for non-emergency medical transportation and for-hire vehicle operations. It must not be used to request, dispatch, or coordinate emergency medical services or any response to a medical emergency. In an emergency, call 911 or your local emergency number.
You shall not represent the Platform to passengers or any third party as a means of obtaining emergency transport, and you shall ensure your Authorized Users understand this restriction.
6. REGULATORY COMPLIANCE AND CREDENTIALS
6.1 Your Compliance Obligations. You are responsible for obtaining and maintaining every license, permit, registration, authority, and insurance policy required for your operations, and for complying with all laws applicable to them. Depending on your jurisdiction and the trips you perform, these may include for-hire vehicle and taxi licensing, Taxi and Limousine Commission requirements, motor carrier authority, Medicaid provider enrollment and non-emergency medical transportation requirements, driver licensing and endorsement, vehicle registration and inspection, drug and alcohol testing programs, and commercial automobile and general liability insurance.
6.2 Driver and Vehicle Credentials. You are responsible for verifying, before allowing a driver or vehicle to perform a trip, that the driver holds a valid license and any required endorsement, that the vehicle is registered, inspected, and insured, and that both meet the requirements of the jurisdiction and of any broker or trip source contract. The Platform provides tools to record, track, and monitor the expiration of credentials, and may check certain credentials against public regulatory data sources. Those tools assist you but do not replace your obligation to verify. Pulse does not warrant the accuracy, currency, or completeness of any third-party regulatory data, and a credential shown as valid on the Platform is not a determination by Pulse that the driver or vehicle is qualified or compliant.
6.3 Broker and Trip Source Contracts. Where you receive trips from a broker, a health plan, or a government trip source, you remain responsible for complying with the terms of your contract with that party, including its documentation, timeliness, reporting, and audit requirements. Pulse is not a party to those contracts.
7. PROTECTED HEALTH INFORMATION
7.1 HIPAA. Non-emergency medical transportation involves information that may constitute protected health information under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). Where you are a covered entity or a business associate under HIPAA and the Platform creates, receives, maintains, or transmits protected health information on your behalf, Pulse acts as your business associate with respect to that information.
7.2 Business Associate Agreement. You and Pulse shall execute a Business Associate Agreement, in the form Pulse makes available, as part of Account registration and before the Platform is connected to any broker or trip source. You shall not transmit protected health information through the Platform until that agreement is in place. That agreement governs the permitted uses and disclosures of protected health information, the safeguards each party maintains, breach notification, and the return or destruction of that information on termination. In the event of a conflict between these Terms and the Business Associate Agreement with respect to protected health information, the Business Associate Agreement governs.
7.3 Minimum Necessary. You shall transmit to the Platform only the passenger information reasonably necessary to arrange, perform, document, and bill the trip, and shall configure access for your Authorized Users so that each has access only to the information necessary for that person’s role.
8. OWNERSHIP OF INTELLECTUAL PROPERTY
8.1 Ownership of the Platform. Pulse and its licensors retain all rights, title, and interest in and to the Platform, including its software, source code, algorithms, routing and dispatch logic, interfaces, designs, and all other components. You acquire no ownership rights in the Platform or its underlying software by using it. All enhancements, modifications, adaptations, and derivative works of the Platform remain the property of Pulse and its licensors, including any change suggested by you.
8.2 Limited License. Subject to these Terms, Pulse grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for the internal business operations of your transportation business, in accordance with these Terms, your subscription, and any documentation we provide. All rights not expressly granted are reserved. We may revoke this license if you breach these Terms or engage in activity that harms the Platform or its other users.
8.3 Feedback. You may give us feedback, suggestions, bug reports, or feature requests. Pulse may use that feedback for any purpose, including improving the Platform and developing new features, without obligation to compensate you. You assign to Pulse all intellectual property rights in your feedback and warrant that it does not infringe the rights of any third party.
9. PROVIDER DATA
9.1 Definition and Ownership. “Provider Data” means the data you and your Authorized Users submit to or generate on the Platform, including trip records, passenger details, driver and vehicle records, credential documents, contract and pricing configurations, settlement and payroll records, and any file you upload. As between you and Pulse, you own your Provider Data, subject to the rights of any passenger, broker, health plan, or government agency in that data.
9.2 License to Operate the Platform. You grant Pulse a non-exclusive, royalty-free, worldwide license to host, store, process, transmit, and display Provider Data solely to operate, maintain, secure, support, and provide the Platform to you, and to meet our legal obligations. This license does not transfer ownership.
9.3 Aggregated and De-Identified Data. Pulse may generate aggregated and de-identified data from use of the Platform for analytics, security, benchmarking, and improvement of the Services. Such data shall not identify you, any passenger, or any driver, and any de-identification of protected health information shall meet the standard required by HIPAA.
9.4 Your Responsibility for Provider Data. You are responsible for the legality, accuracy, and quality of Provider Data, for having the right to submit it, and for obtaining any consent or authorization required from passengers or other individuals before submitting their information to the Platform.
9.5 Export. You may export your trip records and related data through the Platform. We recommend that you export and retain your records regularly, and in any event before the end of any applicable retention period, so that you can meet your own recordkeeping obligations.
10. DATA RETENTION
Pulse retains Provider Data for the periods set out below, or for such longer period as is required by law or by a broker, health plan, or government contract to which you are subject and of which you have notified us. The full retention schedule, covering every category of data Pulse holds, is set out in our Data Retention Policy, which is incorporated into these Terms by reference.
• Trip records and associated documentation: six (6) years from the date of the trip.
• Driver, vehicle, and credential records: six (6) years after the record ceases to be active.
• Account Data: two (2) years after termination of your Account.
You are responsible for determining the retention period your own regulatory and contractual obligations require, and for exporting and retaining your records accordingly. Records subject to a litigation hold, audit, or regulatory investigation of which we have notice are retained until the hold is lifted. We will notify you by email at least thirty (30) days before records are scheduled for deletion. Keep your contact information current so that you receive that notice. Pulse may modify these retention periods on notice to you.
11. MAINTENANCE, DOWNTIME, AND MODIFICATIONS
We will give advance notice of scheduled maintenance that may affect access to the Platform, by email or by notice on the Platform, and will schedule maintenance outside peak dispatch hours where practicable. Unforeseen technical problems may cause unscheduled downtime, and we will make reasonable efforts to restore access promptly.
Because dispatch operations are time-sensitive, you shall maintain your own contingency procedures for continuing to operate if the Platform is unavailable, including a means of contacting drivers and passengers directly.
We may modify or discontinue features of the Platform at our discretion and will notify you of significant changes.
12. ACCEPTABLE USE
You agree to use the Services only for lawful purposes and in accordance with these Terms, our Acceptable Use Policy, and all applicable laws. The Acceptable Use Policy is incorporated into these Terms by reference and applies to you and to each of your Authorized Users. You further agree not to:
• use the Services for any illegal purpose, or to arrange transportation you are not licensed or authorized to perform;
• submit trip records or documentation that are false, inflated, or otherwise misrepresent the trips performed, including for the purpose of obtaining payment from a broker, health plan, or government program;
• submit or transmit any content that infringes the patent, trademark, trade secret, copyright, or other proprietary rights of any party;
• submit or transmit any material containing viruses or other code designed to interrupt, destroy, or limit the functionality of any software, hardware, or equipment;
• resell, transfer, or sublicense any part of the Services, or provide access to the Platform to any person who is not an Authorized User;
• access features or data you have no right to use, including the Account or Provider Data of another Provider;
• access the Platform by any means other than the interfaces we provide, or through any automated means likely to harm the Platform or other users; or
• reverse engineer, decompile, or disassemble any software provided as part of the Platform.
We may, but are not obliged to, review, quarantine, or remove any content submitted to the Platform.
13. DISCLAIMER OF WARRANTIES
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PULSE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
PULSE DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET ALL OF YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ERRORS IN THE SERVICES WILL BE CORRECTED; OR (D) ANY ROUTING, ARRIVAL-TIME ESTIMATE, DISTANCE CALCULATION, FARE CALCULATION, OR CREDENTIAL VERIFICATION PRODUCED BY THE PLATFORM IS ACCURATE OR COMPLETE. YOU ARE RESPONSIBLE FOR REVIEWING THAT OUTPUT BEFORE RELYING ON IT.
PULSE DOES NOT WARRANT THE AVAILABILITY, ACCURACY, OR PERFORMANCE OF ANY THIRD-PARTY SERVICE THE PLATFORM CONNECTS TO, INCLUDING BROKERS, TRIP SOURCES, MAPPING PROVIDERS, TELEPHONY PROVIDERS, PAYMENT PROCESSORS, AND REGULATORY DATA SOURCES.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL PULSE OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, INCLUDING:
• THE INABILITY TO USE THE PLATFORM;
• THE COST OF PROCURING SUBSTITUTE SERVICES;
• UNAUTHORIZED ACCESS TO, OR THE LOSS, CORRUPTION, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA;
• ANY TRIP THAT IS DELAYED, MISSED, MISROUTED, OR NOT PERFORMED;
• ANY PAYMENT DENIED, REDUCED, OR RECOUPED BY A BROKER, HEALTH PLAN, OR GOVERNMENT PROGRAM;
• ANY REGULATORY PENALTY, AUDIT FINDING, OR LOSS OF LICENSE; OR
• THE TERMINATION OF YOUR ACCOUNT UNDER THESE TERMS.
PULSE’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO PULSE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
15. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Pulse, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities, including reasonable attorneys’ fees, resulting from any claim brought by a third party relating to: your use or misuse of the Platform; any trip you performed or failed to perform; the acts or omissions of your drivers or other Authorized Users; your breach of these Terms; your violation of any law, licensing requirement, or contract with a broker, health plan, or government agency; your submission of inaccurate trip records or documentation; or your infringement of the intellectual property, privacy, or other rights of any person.
16. DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
16.1 Binding Arbitration. You and Pulse agree that any dispute arising from or relating to these Terms or your use of the Platform will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, conducted in English. Your responsibility for filing, administrative, and arbitrator fees is governed by the AAA rules. To the extent permitted by those rules, the arbitrator may award costs, fees, and expenses, including reasonable attorneys’ fees, to the prevailing party. The award is final and binding and may be entered as a judgment in any court of competent jurisdiction. You understand there is no judge or jury in arbitration and that discovery and appeal rights are limited. YOU AND PULSE EACH KNOWINGLY AND VOLUNTARILY WAIVE YOUR RESPECTIVE RIGHTS TO A TRIAL BY JUDGE OR JURY.
16.2 Class Action Waiver. Disputes will be resolved on an individual basis. YOU AND PULSE EACH KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION.
16.3 Venue. Arbitration will be seated in Wyoming. For any judicial action to which the arbitration clause is found not to apply, you and Pulse submit to the venue and personal jurisdiction of the state and federal courts located in Wyoming. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information pending completion of arbitration.
17. RELATIONSHIP OF THE PARTIES
Pulse operates its own independent business. These Terms do not create any relationship of employer and employee, agency, partnership, or joint venture between you and us. You have no authority to enter into contracts on our behalf.
18. CHANGES TO THESE TERMS
We may update the Platform and these Terms from time to time. We will notify you of material changes by email or by notice on the Platform at least thirty (30) days before they take effect. Your continued use of the Platform after the changes take effect means you accept them. If you do not accept a change, you may terminate your Account under Section 19.
19. TERM AND TERMINATION
19.1 Term. These Terms begin on your acceptance and continue until terminated by you or by us.
19.2 Termination by Pulse. We may suspend or terminate your access to all or part of the Platform, with or without advance notice, for breach of these Terms or for suspected fraudulent, abusive, or illegal activity, which may also be referred to the appropriate authorities. Suspension or termination for non-payment follows the notice process in the Subscription Agreement. Where the circumstances allow, we will give you notice and a reasonable opportunity to cure before terminating for a curable breach.
19.3 Termination by You. You may terminate at any time through your Account or by emailing us at support@dispatch.software.
19.4 Effect of Termination. On termination, your right to use the Services ceases. For thirty (30) days after termination we will make your Provider Data available for export, unless termination arose from fraudulent or illegal activity. After that period we may delete your Account and Provider Data, subject to Section 10 and to any legal hold or retention obligation. Sections 8, 9.2, 9.3, 10, 13, 14, 15, 16, 22, and any provision that by its nature should survive, continue after termination.
20. BUSINESS TRANSFERS
In the event of a corporate sale, merger, reorganization, dissolution, or similar event, the purchaser will assume and discharge the liabilities and obligations of Pulse described in these Terms as they become due.
21. FORCE MAJEURE
Pulse is not liable for a failure to perform under these Terms caused by an event beyond its reasonable control, including a labor disturbance, an internet or communications outage, the failure of a hosting or cloud provider, fire, terrorism, natural disaster, epidemic or pandemic, or war.
22. GOVERNING LAW
These Terms are governed by the laws of the State of Wyoming, without regard to its conflicts of law principles, except that the arbitration provision in Section 16 is governed by the Federal Arbitration Act.
The Platform is intended for use in the United States. We make no representation that the Platform is appropriate or available for use elsewhere, and those who access it from other locations do so on their own initiative and are responsible for compliance with local law.
23. ENTIRE AGREEMENT
These Terms, together with the Subscription Agreement, the Privacy Policy, the Acceptable Use Policy, the Data Retention Policy, the Cookie Policy, and any Business Associate Agreement between us, are the entire agreement between us on their subject matter and supersede all prior agreements and understandings on that subject matter. In the event of a conflict, the Business Associate Agreement governs as to protected health information, then these Terms, then the Subscription Agreement, then the Acceptable Use Policy, the Data Retention Policy, and the Cookie Policy.
24. SEVERABILITY
If any provision of these Terms is held unenforceable, it shall be modified to reflect the parties’ intentions to the extent permitted, and the remaining provisions remain in full force and effect.
25. 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.