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Terms of Service

Terms of Service

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These Terms of Service ("Agreement") govern the relationship between the Customer and AndonPulse ("AndonPulse", “we”, “us”, or “our”) regarding the use of the AndonPulse platform and related services.

By accepting this Agreement — whether by signing an order form, completing checkout, or accessing the Service — the Customer acknowledges and agrees to be bound by this Agreement.

1. Definitions

  1. “Affiliate” means an entity that controls, is controlled by, or is under common control with another entity, where “control” means ownership of more than fifty percent (50%) of the voting securities.
  2. “Confidential Information” has the meaning set out in Section 12.
  3. “Customer” means any legal entity that enters into an order with AndonPulse for the use of the Service, and whose order is accepted by AndonPulse.
  4. “Customer Material” means data or material uploaded by the Customer, its Affiliates, or their employees, contractors, or consultants to the Service, or otherwise made available to AndonPulse for the provision of the Service.
  5. “Fees” means the amounts payable by the Customer for the use of the Service as set out in Section 10.
  6. “Intellectual Property Rights” means patents, inventions, designs, copyright and related rights, database rights, trademarks and related goodwill, trade names (whether registered or unregistered), domain name rights, know-how, confidential information, and all other rights of a similar nature anywhere in the world.
  7. “Service” means the AndonPulse engineering intelligence platform as described at https://andonpulse.com and accessible at https://app.andonpulse.com.

2. Eligibility

The Service is offered solely to legal entities — including corporations, limited liability companies, partnerships, and other organizations — acting in their ordinary course of business. By using the Service, you represent and warrant that: (i) you are a legal entity acting through an authorized representative; (ii) you will use the Service exclusively for business purposes; and (iii) you have the authority to bind the Customer. AndonPulse may suspend or terminate access if these conditions are not met.

3. The Service

  1. The Service is available at https://app.andonpulse.com.
  2. AndonPulse reserves the right to make changes to the Service at any time. If a change has a material adverse effect on the agreed functionality, AndonPulse shall inform the Customer at least thirty (30) days before the effective date. In such case, the Customer may terminate this Agreement as of the effective date of the change by giving fourteen (14) days’ prior written notice.
  3. AndonPulse may make changes without notice that: (a) relate to the production environment and do not materially affect the Service; (b) are necessary to address a security risk; or (c) are required by law.
  4. Unless expressly stated otherwise, the Service is not subject to any particular service levels and is provided on an “as is” and “as available” basis. AndonPulse makes no representation and does not warrant the availability of the Service at any particular time.

4. Right to Use the Service

  1. Subject to the Customer’s payment of Fees and compliance with this Agreement, AndonPulse grants the Customer and its Affiliates (including their employees, contractors, and consultants) a non-exclusive, non-transferable, non-sublicensable, limited right to use the Service during the term of this Agreement.
  2. The Customer’s right to use the Service is limited to its own and its Affiliates’ internal business operations.
  3. The Customer may not use the Service for the benefit of any third party (other than its Affiliates) or grant any unauthorized third party access to the Service.

5. Customer’s Obligations

  1. The Customer is responsible for providing appropriate access rights to AndonPulse and limiting access to Customer Material and personal data to what is strictly necessary for the Service.
  2. The Customer is responsible for the functionality and security of its own systems, devices, and network connections used with the Service.
  3. The Customer is solely responsible for maintaining backups of its data, including Customer Material. AndonPulse is not responsible for any loss, destruction, or alteration of Customer Material except where caused by AndonPulse’s gross negligence or willful misconduct.
  4. The Customer shall ensure that only authorized users access the Service and that user credentials are kept confidential. The Customer is responsible for all activity under its account.

6. Acceptable Use

  1. The Customer shall not, and shall ensure that its users do not:
    • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
    • copy, modify, or create derivative works based on the Service;
    • use the Service to build a competing product or service, or to benchmark the Service for competitive purposes;
    • use the Service in any way that violates applicable law or regulation;
    • interfere with or disrupt the integrity or performance of the Service;
    • attempt to gain unauthorized access to the Service, other accounts, or related systems;
    • use the Service to transmit malware, spam, or other harmful or unsolicited content; or
    • sublicense, resell, or redistribute the Service to any third party.
  2. AndonPulse reserves the right to suspend or terminate access for violation of this Section without prior notice.

7. Suspension of the Service

  1. AndonPulse may suspend the Service for a reasonable period to perform maintenance, installation, or change work. If a suspension exceeds twenty-four (24) hours in a single calendar month, AndonPulse shall credit the Customer the equivalent of a full monthly fee, applied to the next invoice or refunded if no future invoice is due.
  2. AndonPulse may also suspend the Service due to a security risk to the Service, or where required by applicable law or administrative order.
  3. AndonPulse may suspend the Service if the Customer is in default of any Fee payment and fails to pay within fourteen (14) days of a written request.
  4. AndonPulse may deny access to the Service if it reasonably suspects that the Customer is using the Service contrary to this Agreement, applicable law, or in a manner that jeopardizes the Service for other users.

8. Intellectual Property Rights

  1. All rights, title, and interest — including Intellectual Property Rights — in and to the Service belong exclusively to AndonPulse or its licensors. This Agreement does not transfer any ownership of, or grant any rights in, the Service to the Customer beyond the limited license set out in Section 4.
  2. All rights, title, and interest in Customer Material belong to the Customer or its licensors. The Customer grants AndonPulse a non-exclusive license to use Customer Material during the term of this Agreement solely for the purpose of providing the Service.
  3. The Customer is responsible for ensuring that Customer Material does not infringe upon any third-party rights or applicable laws.

9. Third-Party Integrations

  1. The Service may integrate with or rely on third-party services, including but not limited to source code hosting platforms, project management tools, and communication services (collectively, “Third-Party Services”). These Third-Party Services are not operated by AndonPulse and are subject to their own terms and conditions.
  2. AndonPulse does not warrant the availability, accuracy, or reliability of any Third-Party Service. The Customer acknowledges that changes to, outages of, or discontinuation of Third-Party Services may affect the functionality of the Service, and AndonPulse shall not be liable for any such impact.
  3. The Customer is responsible for maintaining its own accounts and subscriptions with Third-Party Services and for ensuring that its use of such services in connection with AndonPulse complies with the applicable third-party terms.

10. Fees and Payment

  1. The Fees for the Service are set out in AndonPulse’s current pricing page or in an applicable order form.
  2. Fees are invoiced monthly or annually, as selected by the Customer during checkout. All payments are processed through our payment partner, Paddle, which acts as the Merchant of Record. The Customer agrees to Paddle’s terms of service in connection with payment processing.
  3. AndonPulse reserves the right to change Fees upon thirty (30) days’ prior notice. In such case, the Customer may terminate this Agreement as of the effective date of the change by giving fourteen (14) days’ prior written notice.
  4. All Fees are exclusive of applicable taxes (including VAT), which will be added where required by law. Paddle handles tax calculation and collection as the Merchant of Record.
  5. Fees continue to accrue during any suspension caused by the Customer’s payment default.

11. Money-Back Guarantee

  1. If the Customer is not satisfied with the Service, the Customer may request a full refund within sixty (60) days of the initial purchase ("Money-Back Period") by contacting us at [email protected] and stating the reason for the refund request.
  2. The Money-Back Guarantee applies only to the Customer’s first purchase and may not be used more than once.
  3. Refunds are processed through Paddle and will be returned to the original payment method. Refund processing times are subject to Paddle’s procedures.
  4. After the Money-Back Period, no refunds will be issued except as required by applicable law.

12. Confidentiality

  1. Each Party shall keep confidential all material and information received from the other Party that is marked as confidential or that should reasonably be understood to be confidential ("Confidential Information"). The Customer’s Confidential Information includes Customer Material and any business, technical, or financial information related to the Customer or its Affiliates.
  2. Confidential Information may not be used for any purpose other than performing obligations or exercising rights under this Agreement.
  3. The confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully received from a third party without restriction; (c) was already in the receiving Party’s possession without obligation of confidentiality; (d) was independently developed without use of the disclosing Party’s Confidential Information; or (e) must be disclosed by law or court order.
  4. Upon termination of this Agreement, each Party shall cease using and, at the disclosing Party’s request, return or destroy the other Party’s Confidential Information. AndonPulse may retain encrypted backups for up to ninety (90) days, after which they will be automatically deleted.
  5. Confidentiality obligations survive termination of this Agreement.

13. Data Protection

  1. AndonPulse may process personal data about the Customer and its users for the purpose of providing, developing, and marketing the Service. In such cases, AndonPulse acts as a controller and processing is subject to our Privacy Policy.
  2. To the extent AndonPulse processes personal data on behalf of the Customer, such processing is governed by our Data Processing Agreement.

14. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ANDONPULSE MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANDONPULSE DOES NOT WARRANT THAT: (i) THE SERVICE SHALL OPERATE IN COMBINATION WITH ANY OTHER SERVICES, SYSTEMS, SOFTWARE, HARDWARE, OR DATA; (ii) THE SERVICE OR ANY INFORMATION OBTAINED THROUGH THE SERVICE SHALL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; OR (iii) THE SERVICE SHALL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. ANDONPULSE IS NOT RESPONSIBLE FOR THE IMPACT ON THE ACCURACY, RELIABILITY, AVAILABILITY, OR TIMELINESS OF RESULTS OF FACTORS OUTSIDE ITS REASONABLE CONTROL, INCLUDING THE CUSTOMER’S NETWORK ISSUES, VERSIONS OF THE CUSTOMER’S APPLICATIONS, CORRUPTED, INCOMPLETE, OR INTERRUPTED DATA RECEIVED FROM THE CUSTOMER, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ANDONPULSE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

15. Limitation of Liability

  1. The total aggregate liability of each Party under this Agreement shall not exceed the amount of Fees (excluding taxes) paid by the Customer to AndonPulse during the twelve (12) months immediately preceding the event giving rise to liability.
  2. Neither Party shall be liable for any loss of profits, revenue, data, or business opportunity, or for any indirect, incidental, special, or consequential damages.
  3. The limitations in Sections 15.1 and 15.2 do not apply to: (i) damages caused by willful misconduct or gross negligence; (ii) a Party’s obligations under Section 12 (Confidentiality); or (iii) the Customer’s payment obligations under this Agreement.

16. Indemnification

  1. Each Party shall defend, indemnify, and hold harmless the other Party from third-party claims, damages, losses, and reasonable expenses (including attorneys’ fees) arising from: (a) such Party’s breach of this Agreement; (b) such Party’s violation of applicable law; or (c) such Party’s data or materials infringing third-party rights.
  2. AndonPulse shall additionally indemnify the Customer against claims that the Service, when used in accordance with this Agreement, infringes a third party’s valid Intellectual Property Rights.
  3. The indemnifying Party’s obligations are subject to: (a) prompt written notice of the claim; (b) sole control of the defense and settlement; and (c) reasonable cooperation from the indemnified Party.
  4. If the Service becomes subject to an infringement claim, AndonPulse may, at its option: (a) obtain the right for the Customer’s continued use; (b) modify or replace the Service to be non-infringing; or (c) terminate this Agreement and refund prepaid Fees for unused Service periods.
  5. Each Party’s total indemnification liability shall not exceed two times (2x) the total Fees paid or payable by the Customer in the twelve (12) months preceding the claim.

17. Term and Termination

  1. This Agreement enters into force when AndonPulse accepts the Customer’s order and remains in force for the Subscription Term (monthly or annual) selected by the Customer. The Agreement automatically renews for successive terms of the same duration unless either Party provides written notice at least thirty (30) days before the end of the current term, or the Customer cancels via the Service.
  2. Either Party may terminate this Agreement for cause with immediate effect if: (a) the other Party becomes insolvent, enters bankruptcy, or ceases to carry on business; or (b) the other Party commits a material breach and fails to remedy it within thirty (30) days of written notice.
  3. AndonPulse may terminate this Agreement with immediate effect if the Customer uses or allows a third party to use the Service contrary to this Agreement.
  4. Upon termination — except for termination for convenience by AndonPulse — no paid Fees will be refunded (subject to the Money-Back Guarantee in Section 11 and any applicable law). The Customer remains obligated to pay any outstanding Fees at the date of termination.

18. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by events beyond the Party’s reasonable control, including but not limited to natural disasters, acts of war or terrorism, pandemics, government actions, power failures, internet or telecommunications outages, or failures of third-party infrastructure providers. The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the impact. If a Force Majeure event continues for more than sixty (60) days, either Party may terminate this Agreement by written notice.

19. Notices

  1. All notices under this Agreement shall be in writing and delivered by email to the addresses specified in this Agreement or as otherwise designated by a Party in writing.
  2. Notices to the Customer will be sent to the email address associated with the Customer’s account. Notices to AndonPulse shall be sent to [email protected] .
  3. A notice is deemed received on the date of delivery, as evidenced by the sending Party’s email records.

20. Governing Law and Disputes

  1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law provisions.
  2. Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in English before a single arbitrator in Wilmington, Delaware. The arbitrator’s award shall be final and binding.
  3. Notwithstanding the above, either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.
  4. Each Party waives any right to participate in a class action or class-wide arbitration.

21. Other Terms

  1. AndonPulse may use subcontractors in the performance of the Service. AndonPulse remains liable for its subcontractors as for its own acts.
  2. The Customer grants AndonPulse the right to use the Customer’s name and logo to identify the Customer as a user of the Service (for example, on our website or marketing materials). This does not transfer any ownership in the Customer’s marks.
  3. Neither Party may assign this Agreement without the other Party’s prior written consent, except that AndonPulse may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
  4. AndonPulse may update this Agreement at its discretion. We will notify the Customer at least thirty (30) days before material changes take effect. If the Customer does not accept the updated terms, the Customer may terminate this Agreement by written notice effective as of the date the new terms would take effect.
  5. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  6. This Agreement, together with any applicable order form and the policies referenced herein (including the Privacy Policy, Data Processing Agreement, and Subprocessors list), constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, or representations relating to its subject matter.
  7. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any right is only effective if in writing and signed by the waiving Party.
  8. Any terms that by their nature should survive termination — including Sections 8 (Intellectual Property), 12 (Confidentiality), 14 (Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), and 20 (Governing Law) — shall survive.

22. Contact

For questions about these Terms, contact us at [email protected] .

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