EULA
Last Updated: 31st July, 2025
This End User License Agreement (“EULA”)-which includes each applicable Order Form, Agile Pulse policies, any Product‑Specific Terms, and all other referenced documents-is a binding agreement between Agile Pulse (“Agile Pulse,” “Licensor,” “we,” or “us”) and the individual or entity identified on the Order Form (“Customer,” “you,” or “your”). This EULA governs your acquisition and use of Agile Pulse products (the “Products”).
The Effective Date of this EULA is the earlier of:
(a) the date you first access or use the Products, or
(b) the effective date of the first Order Form referencing this EULA.
By accessing, downloading, installing, copying, clicking “Accept,” or otherwise using any Product, you confirm that you have read, understood, and agree to be bound by this EULA.
If you are entering into this EULA on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms.
If you do not agree to this EULA:
Do not access, download, install, copy, click “Accept,” or use the Products.
Promptly remove and destroy all copies of the Products, including any related documentation.
Important: The Products are provided only for business and professional use. They are not available to consumers under any applicable law. If you reside in the European Union, you are considered a consumer if you are a natural person entering into this EULA for purposes outside your trade, business, craft, or profession.
In addition to this EULA, you agree to comply with any additional terms, policies, or guidelines that Agile Pulse provides for a specific Product (“Product‑Specific Terms”).
These Product‑Specific Terms are incorporated into this EULA by reference.
If there is any conflict or inconsistency between this EULA and the Product‑Specific Terms:
The Product‑Specific Terms will apply to that Product, and
This EULA will govern all other matters.
1. Definitions
Certain capitalized terms are defined in this Section 1, and others are defined contextually throughout this EULA:
Accessible Code – Source code that is intentionally left unprotected and made available for your use.
Affiliate(s) – Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control” means having the ability to direct management or policies through majority ownership of voting rights or equity.
Atlassian Marketplace – The official online marketplace where Agile Pulse cloud applications are offered: https://marketplace.atlassian.com.
Authorized Reseller – A third party authorized by Agile Pulse to license or distribute our Products.
Authorized User – An individual you designate to access and use the Products within the agreed Scope of Use and for whom all applicable subscription fees have been paid.
Cloud Products – All Agile Pulse cloud‑hosted applications and related services.
Cloud Service(s) – Any Agile Pulse software functionality delivered in a hosted or cloud‑based environment under an active subscription.
Documentation – The current product documentation, usage guides, and policies made available by Agile Pulse, including any Product‑Specific Terms.
Feedback – Any suggestions, ideas, questions, or feedback you submit regarding the Products. Agile Pulse may use this feedback freely to improve our offerings.
Fees – All subscription, usage, or other fees specified in an Order Form, including any charges incurred for exceeding the authorized Scope of Use.
License Term – The duration for which you are granted a license to access a Product, as indicated in the applicable Order Form.
Maintenance – All Product Updates, platform compatibility updates, and support services provided for the duration of an active subscription.
Media – All images, icons, documents, and non‑code files included in the Products.
No‑Charge Products – Any Product provided at no cost, such as free trials, beta releases, or non‑commercial editions, as indicated in the Order Form or Product interface.
Order Form or Order – Any document, invoice, or electronic order issued through the Atlassian Marketplace or an authorized Agile Pulse reseller that specifies the Products, subscription term, and applicable Fees.
Party or Parties – Refers individually to Agile Pulse or you, or collectively to both.
Products – All Agile Pulse cloud applications, together with their Documentation, Media, and Maintenance.
Product Update(s) – Any patches, enhancements, new versions, or other updates made generally available as part of Maintenance.
Scope of Use – Your permitted usage limits for the Products, which may include:
the number of Authorized Users,
storage or capacity limitations,
subscription term or other usage metrics, and
any additional restrictions outlined in your Order Form.
Software – The Agile Pulse applications provided via cloud services, whether offered as paid subscriptions or No‑Charge Products, including related Media, Documentation, and any third‑party components.
Subscription Term – The period during which you are authorized to access the Cloud Products, as specified in your Order Form.
Term – Collectively refers to the License Term or Subscription Term, as applicable.
2. Account Registration
To access and use Agile Pulse Products or to place an Order, you may be required to register for one or more of the following:
An Agile Pulse account
An Atlassian Marketplace account
Any other account specifically designated for a particular Agile Pulse Product
You agree that all registration information you provide must be accurate, current, and complete, and you will keep this information updated so that Agile Pulse can send notices, statements, and other communications to you by email or through your account. You are solely responsible for all activity that occurs under your accounts.
Certain Products may allow access without an Atlassian Marketplace account. For those Products, you are fully responsible for any activity performed on your devices in connection with your use of the Products.
3. Orders; Delivery; Authorized Users
(a) Orders and Scope of Use
Your Order Form will define your Scope of Use for the duration of the applicable Term.
It may also specify any renewal terms for your subscription, as well as additional purchases to increase or upgrade your Scope of Use.
You can add more Authorized Users at any time by submitting a new Order Form or, in some cases, directly within the Product interface.
(b) Delivery of Access
For Products that require license keys or activation, Agile Pulse will deliver the necessary access electronically to your account after receiving payment of all applicable Fees.
You are responsible for confirming that your account reflects the processed Order.
Delivery of the Product is considered complete upon electronic availability, and Agile Pulse has no further delivery obligation beyond this point.
(c) Authorized Users
Only Authorized Users are permitted to access or use the Products.
Some Products may allow you to assign different types of Authorized Users, which may vary in functionality and pricing as set out in your Order Form or Product‑Specific Terms.
You are fully responsible for:
Ensuring that all Authorized Users comply with this EULA,
Any actions performed by Authorized Users with your data, and
Any Fees resulting from Authorized User activity or from adding new Authorized Users.
All Product usage must benefit your organization only, except as expressly permitted in Section 3(d), and must remain within the Scope of Use.
(d) Secondary Users and Administrators
Under this EULA, you may permit your own customers’ end users (“Secondary Users”) to have limited access to the Products solely to interact with your offerings enabled by the Products (each an “Enabled Offering”).
Secondary Users may not use the Products for unrelated purposes or be granted administrative or configuration access.
You may charge fees for your Enabled Offerings, but fees may not be allocated specifically for Product access.
Secondary Users are considered Authorized Users, and you are fully responsible for their compliance with this EULA, including License Restrictions (Section 5).
You are also responsible for appointing Administrators to manage your use of the Products. Administrators can:
Place Orders or enable additional Product functionality (which may incur Fees),
Create, modify, monitor, or deactivate Authorized User accounts,
Set and manage access permissions, and
Control access to your data within the Products.
If you purchase through an Authorized Reseller, it is your responsibility to determine whether the Reseller will act as an Administrator and to manage any related agreements directly with that Reseller.
Agile Pulse is not responsible for managing or administering your accounts.
You are solely accountable for any activity performed by your Administrators and for understanding the settings and controls of each Product.
If a Product requires a paid subscription for Authorized Users, Agile Pulse will only provide access to those users for whom the applicable Fees have been paid.
4. Grant of License; Right to Access
(a) License Rights
Subject to this EULA, the applicable Order Form, and the Product Documentation, Agile Pulse grants you the following rights for use of our Products:
Cloud Services – For each Cloud Product specified in your Order Form, Agile Pulse grants you a worldwide, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the Cloud Product during the Subscription Term, strictly within your authorized Scope of Use.
Subscription Terms will be defined in your Order Form (or, if not specified, will default to 12 months from the Order’s effective date).
Subscriptions automatically renew for successive 12‑month periods unless either party provides written notice of non‑renewal at least 30 days before the current Subscription Term ends.
If you cancel your Cloud subscription, access will end at the conclusion of the current Term, and no credits or refunds will be issued for prior periods.
No‑Charge Products – Agile Pulse may make Products available at no cost, such as free trials, beta releases, or non‑commercial editions (“No‑Charge Products”).
Use of No‑Charge Products is subject to this EULA and any specific terms we provide.
After the No‑Charge period expires, you must either purchase a commercial subscription or cease all access and delete any locally stored components.
Agile Pulse may suspend or revoke access to No‑Charge Products at any time and for any reason, without notice or liability.
Beta and pre‑release versions may contain defects or limited functionality, and Agile Pulse makes no commitments that they will become generally available.
Evaluation Licenses – If a Product is offered on a trial basis, Agile Pulse grants you a limited, non‑exclusive, non‑transferable evaluation license (“Evaluation License”) for the duration of the evaluation period, not to exceed 30 days, and for a limited number of temporary users as defined by Agile Pulse.
Upon expiration of the evaluation period, you must purchase a subscription or cease all use and delete all local copies of the Product.
Multiple or consecutive evaluations for the same Product without written approval are prohibited.
Evaluation use is for testing purposes only and may not be used for commercial production deployments.
To the maximum extent permitted by law, Agile Pulse disclaims all warranties and liabilities for No‑Charge Products and Evaluation Licenses, including maintenance, support, or indemnity obligations.
(b) Product Updates
Agile Pulse may provide Product Updates from time to time, which may include enhancements, patches, or security fixes.
Agile Pulse reserves the right to modify, enhance, or discontinue any Product or feature, temporarily or permanently.
If we plan to discontinue a Product, we will use commercially reasonable efforts to provide at least 90 days’ notice via our website or customer portal.
All updates are governed by this EULA unless otherwise specified in applicable Product‑Specific Terms.
You agree to promptly implement any critical updates we provide.
(c) Reseller Purchases
This EULA applies whether you purchase directly from Agile Pulse, through the Atlassian Marketplace, or via an Authorized Reseller.
If purchased through a Reseller, your Scope of Use is determined by the Order Form provided by that Reseller.
Resellers cannot make additional commitments or promises on behalf of Agile Pulse, and Agile Pulse is not bound by any terms outside of this EULA.
5. Customer Responsibilities
(a) Authorized Use
You are responsible for ensuring that only Authorized Users access and use the Products, and that such use complies with:
This EULA
The applicable Product Documentation
Agile Pulse’s Acceptable Use Policy
All relevant laws and government regulations
(b) Prohibited Activities
Except as expressly permitted by the Product Documentation or by law, you agree not to, and will not permit any third party to:
Reverse Engineering or Derivatives – Decompile, reverse engineer, disassemble, modify, adapt, or create derivative works of any portion of the Products, except where expressly allowed by law (and only after providing written notice to Agile Pulse).
Improper Use of Third‑Party Software – Access or use any third‑party components bundled with the Products independently from the Products, except where permitted under a separate valid license.
Unauthorized Distribution – Sell, sublicense, redistribute, reproduce, transmit, or translate the Products, or convert them into any other format, without prior written consent.
Unauthorized Data Sharing – Provide any data or content obtained through the Products (that you do not own) to any non‑Authorized User.
Unauthorized Modifications – Modify, amend, or otherwise alter the Products in any way not expressly permitted.
Brand Misuse – Use, publish, or broadcast Agile Pulse’s name, trade name, trademarks, or logos without prior written authorization.
Conduct Harmful to Reputation – Engage in any act or omission that could reasonably be expected to damage Agile Pulse’s reputation or that of its third‑party partners or suppliers.
Unauthorized Hosting or Rental – Offer or make the Products available for rental, timesharing, hosting, outsourcing, or any distribution without a specific, written distribution agreement with Agile Pulse.
Competitive Use – Use the Products for competitive analysis, benchmarking, or similar purposes.
Copying Accessible Code – Copy or embed any portion of the Products’ Accessible Code into other software.
The Products may contain license protection or security mechanisms to protect Agile Pulse’s intellectual property and that of its suppliers. You must not disable, modify, or circumvent these protections.
Any violation of this Section-whether by you, your employees, contractors, or agents-may result in immediate termination of this EULA and all associated Product access, without prior notice, in addition to any other remedies available to Agile Pulse.
6. Third‑Party Products
(a) Use of Third‑Party Services
You and your Authorized Users may integrate or use third‑party products, services, or offerings (including implementation, customization, training, or consulting services) in connection with Agile Pulse Products.
Any use of such third‑party services is subject to a separate agreement between you and the third‑party provider.
If you enable third‑party services (including Third‑Party Software) to work with Agile Pulse Products, you acknowledge that such providers may access, process, or store your data as needed for interoperability.
This may involve transmitting, modifying, or deleting your data, or storing it on third‑party systems.
The security, privacy, and handling of your data by third‑party providers are governed solely by your agreement with them, and it is your responsibility to review and approve those terms.
Agile Pulse does not control third‑party providers and disclaims all liability for their actions, availability, support, or security practices. Your decision to allow third‑party providers to access or process your data is entirely at your own risk.
(b) Third‑Party Software
Some Agile Pulse Products may include or interact with third‑party open‑source or proprietary software (“Third‑Party Software”).
Third‑Party Software is not part of the Agile Pulse Products and remains subject to its own license terms.
Interoperability with Third‑Party Software is provided solely as described in Section 6(a).
(c) Reliance on Third‑Party APIs
Our cloud‑based Products rely on third‑party APIs and services for full functionality.
Agile Pulse is not responsible for any limitations, outages, or deprecations of those APIs or services.
If a Partner Marketplace or third‑party API provider removes or changes required endpoints, the affected Agile Pulse Products may experience disruptions, for which we expressly disclaim liability.
(d) Third‑Party Beneficiaries
Providers of Third‑Party Software are expressly third‑party beneficiaries of this EULA with respect to their own software and licensing terms.
7. Maintenance and Online Support
You may submit support requests for Agile Pulse Products through the designated Product support portal, as outlined in the applicable Product Documentation.
Agile Pulse will provide maintenance and support in accordance with your active subscription and any published support policies.
Responses to support requests are handled within standard business hours, unless otherwise specified in the Order Form or Product‑Specific Terms.
8. Fees and Taxes
In exchange for the licenses and services described in your Order Form, you agree to pay all applicable Fees:
Fees must be paid within the period specified on the invoice or according to the pricing terms presented at the time of purchase.
Failure to pay Fees when due may result in the suspension or immediate termination of your rights under this EULA.
Fees are exclusive of all taxes, including but not limited to sales, value‑added, excise, gross revenue, and similar governmental charges (“Taxes”).
You are responsible for paying all applicable Taxes except those based on Agile Pulse’s net income.
If you are tax‑exempt, you must provide a valid exemption certificate for each applicable jurisdiction.
If Agile Pulse is required to pay or collect Taxes on your behalf, you agree to reimburse Agile Pulse for the amount paid.
9. Reservation of Rights and Ownership
Agile Pulse Products are provided on a subscription or limited license basis.
No ownership rights are transferred to you, regardless of terms such as “purchase” or “sale” that may appear in this EULA or on an Order Form.
The Products, Documentation, and all copies are protected by copyright, intellectual property laws, and international treaties.
Agile Pulse and its licensors retain all rights, titles, and interests in and to:
The Products (including all Media)
The Documentation
Any related intellectual property
If electronic Documentation is provided, you may print one copy solely for internal use.
Feedback – If you submit feedback, ideas, or suggestions regarding Agile Pulse Products:
Agile Pulse may use, copy, disclose, license, and distribute such feedback without obligation or compensation.
Feedback will not be treated as Confidential Information, and nothing restricts Agile Pulse from independently developing products or features that may be similar to or compete with any suggested improvements.
10. Data Security & Privacy
Agile Pulse takes data privacy and security seriously and follows applicable laws and industry best practices to protect your information.
We use reasonable administrative, technical, and physical safeguards to secure your data against loss, misuse, unauthorized access, disclosure, alteration, or destruction.
Agile Pulse does not sell or share your information with third parties, except as authorized by you or as described in this EULA or our Privacy Policy, which is incorporated herein by reference.
For more details on how we collect, process, and protect personal information, please review our Privacy Policy.
(a) Ownership of Your Data
As between you and Agile Pulse, you retain all rights, title, and interest in and to any:
Data, content, files, images, code, videos, or other materials
Uploaded, submitted, or transmitted through Agile Pulse Products or support systems
(collectively, “Your Data”).
You grant Agile Pulse a non‑exclusive, worldwide, royalty‑free, fully paid license to:
Collect, use, copy, store, transmit, and modify Your Data, solely as necessary to provide the Products to you.
For Products that allow sharing or interaction with others, distribute, publicly display, and perform Your Data as you or your Authorized Users direct via the Product.
(b) Data Storage & Security Measures
Customer order data is stored in encrypted form on servers with both physical and electronic security controls.
Application data is stored on redundant cloud storage nodes to reduce the risk of hardware failure.
While Agile Pulse uses redundancy and backups, we cannot guarantee that Your Data will always be fully retrievable or restorable in the event of a catastrophic failure.
You are responsible for maintaining your own independent backups of Your Data.
(c) Customer Responsibilities for Data
You agree to comply with all applicable laws when providing Your Data to Agile Pulse and represent that:
You have obtained all necessary rights, permissions, and consents to submit Your Data and to grant Agile Pulse the rights outlined in this EULA.
Your Data, and its transfer and use by Agile Pulse, does not violate:
Applicable privacy, data protection, or export laws
Third‑party intellectual property, publicity, or privacy rights
You will not store personally identifiable or protected information in any Product field that is not explicitly intended for such data.
Agile Pulse assumes no responsibility for Your Data and you remain solely liable for any consequences arising from its storage, disclosure, or transmission.
(d) Legal Disclosures
Agile Pulse may disclose personally identifiable information only under special circumstances, such as to comply with legal obligations or government requests.
11. Confidentiality
(a) Definition of Confidential Information
Each Party agrees that all code, inventions, know‑how, business, technical, and financial information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) constitutes the Confidential Information of the Disclosing Party if:
It is marked or identified as confidential at the time of disclosure, or
By its nature and the circumstances of disclosure, it should reasonably be understood to be confidential or proprietary.
All intellectual property, underlying technology, performance data, and information relating to the features, characteristics, configuration, and performance of Agile Pulse Products (including Beta Versions) are automatically deemed Confidential Information of Agile Pulse, whether or not specifically marked as confidential.
(b) Obligations of the Receiving Party
Except as expressly permitted under this EULA, the Receiving Party will:
Maintain the strict confidentiality of the Disclosing Party’s Confidential Information;
Not use Confidential Information for any purpose outside the scope of this EULA; and
Not disclose Confidential Information to any third party without prior written consent, except as permitted in Section 11(d).
(c) Exclusions
The obligations above do not apply to any information the Receiving Party can demonstrate:
Was lawfully in its possession, on a non‑confidential basis, prior to disclosure by the Disclosing Party;
Becomes publicly known without any breach of this EULA by the Receiving Party;
Was lawfully received from a third party who had no confidentiality obligation; or
Was independently developed without use of or reference to the Disclosing Party’s Confidential Information.
(d) Permitted Disclosures
The Receiving Party may disclose Confidential Information:
To its employees, contractors, agents, or representatives who have a legitimate need to know, provided they are bound by confidentiality obligations at least as protective as those in this EULA; and
As required by law, regulation, or court order, but only to the minimum extent necessary and, where legally permissible, with advance written notice to the Disclosing Party.
(e) Remedies
The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be insufficient.
Accordingly, the Disclosing Party shall be entitled to seek equitable relief (including injunctive relief), without the need for posting a bond, in addition to any other legal or contractual remedies available.
12. Notification of Breach
If you become aware that you have breached any obligation under this EULA, you must promptly notify Agile Pulse by sending a written notice detailing the breach to legal@agilepulse.co.
If the breach involves the use or distribution of Products in a manner inconsistent with this EULA or outside your Scope of Use (including the misuse of any Third‑Party Software), Agile Pulse-and any applicable third‑party rights holder-may, in addition to other remedies, charge you a fee calculated as:
The number of prohibited uses or distributions, multiplied by
The applicable list price for the Agile Pulse Product or the relevant Third‑Party Software.
This remedy is in addition to any other rights, claims, or fees owed under this EULA.
13. Term, Renewals, and Termination
(a) Term
Each Product Order Form specifies the Term of your subscription, which begins on the Order Form effective date (unless otherwise stated) and ends on the expiration date shown in your Agile Pulse account.
(b) Renewals
If the auto‑renewal option is disabled in your account, renewal requires mutual written agreement.
All renewals are subject to the Product continuing to be offered and will be charged at the then‑current rates and Fees.
(c) Termination Rights
You may terminate an Order under this EULA if Agile Pulse commits a material breach and fails to cure it within 30 days of receiving your written notice.
Your license or subscription will automatically terminate upon the earliest of:
Your failure to comply with this EULA; or
The expiration date set forth in your Order Form.
Upon expiration of the Term:
Your right to access or use Agile Pulse Products ends immediately.
Any rights to Maintenance or support expire at the end of the Term.
You must delete all copies of Software and cease all access to Cloud Products.
All Fees owed under any Order Form remain due, and payments are non‑refundable and non‑creditable.
(d) Data After Termination
Upon termination or expiration of this EULA, you will no longer have access to Your Data. Agile Pulse may delete all stored data after termination, unless prohibited by law.
It is your responsibility to export Your Data using the Products’ available tools before the end of your Subscription Term.
(e) Survival of Terms
Sections 9 through 29, and any other provisions that are intended to survive, will remain in effect following termination or expiration of this EULA.
14. License Certifications
Agile Pulse may, no more than once every twelve (12) months, or sooner if we reasonably suspect that:
Products have been distributed or obtained without a valid license,
Any Third‑Party Software is being used independently of the Products without the rights holder’s permission, or
You are otherwise in breach of this EULA,
request that you provide a written report confirming your usage of the Products.
You agree to submit a complete and accurate usage report within 30 days of our written request, covering your Product use and compliance with the Scope of Use for the previous 12‑month period.
If the report identifies Excess Use (usage exceeding your licensed Scope of Use):
You must, within 30 days, purchase:
Sufficient Product subscriptions or licenses to cover all Excess Use and ensure future compliance, and
Any associated Maintenance or subscription fees for that period, if applicable.
Fees will be calculated at Agile Pulse’s current rates at the time of assessment.
Payment of these fees will serve as our exclusive remedy for that Excess Use, except that:
If you engage in Excess Use twice within any five (5) year period, or
If you fail to provide a report upon our valid request,
Agile Pulse may terminate the affected Product licenses under Section 13.
Note: “Excess Use” does not apply to any Evaluation Licenses, nor does it limit Agile Pulse’s rights to pursue all available remedies for any other license violations under Section 5.
15. Publicity Rights
By using Agile Pulse Products, you grant Agile Pulse the right to display:
Your company name, logo, and any likeness you provide, and
Any reviews or feedback you submit (in full or in part)
for promotional and marketing purposes, including:
Our website and digital marketing
Corporate presentations and trade shows
Financial reports and media coverage
You may opt out at any time by submitting a request to support@agilepulse.co (or via any opt‑out form Agile Pulse provides).
Agile Pulse will process valid opt‑out requests within 30 days of receipt, or notify you if additional time (up to 90 days) is required.
16. Product Service Analyses
Agile Pulse may:
Collect and compile statistical and operational data relating to the performance, usage, and operation of the Products; and
Use and share aggregated, anonymized information from the Product environment to:
Monitor and enhance security and operational performance
Conduct statistical and trend analyses
Support research, development, and product improvement
This data, collectively called “Product Analyses”, will never include information in a format that could identify you, your organization, or any individual.
Agile Pulse retains all intellectual property rights in and to Product Analyses.
17. Generative AI
Some Agile Pulse Products may include features powered by generative AI or machine learning models (“AI Features”).
When using AI Features, you may provide input data (including text, prompts, or Customer Data) for processing (“Input”) and receive system‑generated responses (“Output”).
You acknowledge that:
Output may not always be accurate, complete, unique, or appropriate
Other customers may generate similar or identical Output
Agile Pulse makes no warranties as to the ownership, accuracy, or suitability of Output
You are fully responsible for reviewing, validating, and determining the appropriateness of any Output prior to its use.
Agile Pulse may collect and use Input, Output, and usage data for the following purposes:
Improving and developing Agile Pulse Products, including AI Features
Providing and enhancing the Products you access
18. Export Compliance
You agree to comply with all applicable export control and trade compliance laws, including United States export regulations and those of the jurisdiction where the Product was obtained.
You may not export, re‑export, or use Agile Pulse Products:
In Russia, Belarus, or any U.S. embargoed country
For the benefit of any individual or entity listed on:
The U.S. Treasury Department’s Specially Designated Nationals (SDN) List
The U.S. Department of Commerce Denied Persons or Entity List
Any similar sanctions or restricted party lists in applicable jurisdictions
By ordering or using a Product, you represent and warrant that:
You are not located in any restricted country or territory, and
You are not listed on any restricted party list
You further agree not to use the Products for prohibited end‑uses under U.S. or international law, including:
Nuclear, chemical, or biological weapons development
Missile or unmanned aerial vehicle technology
Military applications restricted under the U.S. Export Administration Regulations (EAR)
19. Exclusion of Warranties
To the maximum extent permitted under applicable law, Agile Pulse and its third‑party suppliers provide the Products “AS IS,” with all faults and defects, without any warranties of any kind.
Agile Pulse, on its own behalf and on behalf of its licensors and third‑party suppliers, expressly disclaims all warranties, whether:
Express, implied, statutory, or otherwise, including but not limited to:
Implied warranties of merchantability
Fitness for a particular purpose
Title and non‑infringement
Any warranties arising from course of dealing, performance, usage, or trade practices
Without limiting the above:
Agile Pulse does not warrant that the Products will:
Meet your requirements or achieve intended results
Be compatible with all software, hardware, applications, or services
Operate without interruption, errors, or vulnerabilities
Be secure, timely, or that any defects will be corrected
Agile Pulse is not responsible for service delays, interruptions, or failures inherent in the use of the Internet or third‑party networks outside our reasonable control.
You may have statutory rights under local law, but the duration of any mandatory warranties will be limited to the shortest period permitted by law.
20. Indemnification
You agree to defend, indemnify, and hold Agile Pulse harmless, at your expense, from and against any third‑party claims, damages, losses, or costs (including reasonable attorney fees) that arise from or relate to:
Your Data, including any claim that its use or distribution infringes third‑party rights or violates law
Your use of the Products in violation of this EULA, Documentation, or applicable law
In connection with any such claim:
Agile Pulse will provide prompt written notice of the claim.
Agile Pulse will not settle or compromise the claim without your prior written consent.
You will have primary control of the defense and settlement negotiations, though Agile Pulse may participate at its own expense.
Agile Pulse will reasonably assist with the defense, at your request and expense.
You agree to pay all damages and costs finally awarded against Agile Pulse that are attributable to such a claim.
21. Limitation of Liability
Except for:
Your indemnification obligations under Section 20, or
Breach of Sections 4 or 5 (License Grant or Customer Responsibilities),
neither Party will be liable for any indirect, special, consequential, punitive, or incidental damages, including but not limited to:
Loss of income, profits, or contracts
Business interruption or loss of savings
Damage to reputation or goodwill
Loss, corruption, or disclosure of data
Delays, interruptions, or reliance on Product output or updates
These limitations apply even if Agile Pulse was advised of the possibility of such damages.
In all cases, Agile Pulse’s total cumulative liability under this EULA will not exceed the total Fees you paid during the current Subscription Term for the applicable Product.
If applicable law does not permit this limitation, liability will be restricted to the maximum amount allowed by law.
Monetary damages, as limited above, are your exclusive remedy for any breach of this EULA.
21. Limitation of Liability
Except for:
Your indemnification obligations under Section 20, or
Breaches of Sections 4 or 5 (Grant of License or Customer Responsibilities),
neither Party shall be liable to the other or to any third party for any consequential, indirect, incidental, special, punitive, or exemplary damages, including but not limited to:
Loss of income, profits, or contracts
Business interruption or loss of anticipated savings
Loss of opportunity, goodwill, or reputation
Loss of data, data corruption, or the cost of restoring data
Reliance damages due to errors, omissions, or interruptions in any Product or Product Update
These limitations apply even if Agile Pulse has been informed of the possibility of such damages.
In all cases, Agile Pulse’s aggregate liability arising out of or relating to this EULA or your use of the Products shall not exceed the total Fees paid by you under the applicable Order Form for the current Term.
Where such limitations are not permitted under applicable law, our liability will be limited to the maximum extent allowed.
Monetary damages, as limited by this Section, are your exclusive remedy for any breach of this EULA and serve as the sole alternative remedy if any specific contractual remedy is found to fail its essential purpose.
22. Governing Law, Venue, and Notices
This EULA will be governed by and construed in accordance with the laws of England and Wales, without reference to conflict of law principles.
The Parties irrevocably submit to the exclusive jurisdiction of the courts of London, United Kingdom.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this EULA.
Notices:
Agile Pulse may send notices to you by email or through your account portal. Notices are considered delivered on the first business day after transmission.
You may send notices to Agile Pulse by email at legal@agilepulse.co and by post to:
Agile Pulse
Attn: Legal Department
[Enterprise Road, London, PO8 0BT, UK]
Your notices will be deemed received upon actual delivery.
23. Severability
If any provision of this EULA is found to be unenforceable or contrary to law, it will be modified to the minimum extent necessary to make it enforceable.
The remaining provisions will remain in full force and effect.
24. No Waiver
No waiver of any right under this EULA is valid unless in writing and signed by the Party granting the waiver.
A waiver of any breach or failure to enforce a right does not constitute a waiver of any future rights or remedies under this EULA.
25. Assignment
You may not assign or transfer this EULA or any rights or obligations under it without Agile Pulse’s prior written consent, and any unauthorized assignment will be void.
You may assign this EULA without prior written consent only if:
It is in connection with a merger, acquisition, or sale of substantially all of your assets, or
To an Affiliate or as part of a corporate reorganization,
provided that:
Agile Pulse is notified in writing within 90 days, and
The assignee agrees in writing to be bound by this EULA and to comply with the Scope of Use.
Agile Pulse may assign this EULA freely without your consent.
This EULA is binding on and benefits the Parties and their respective permitted successors and assigns.
26. U.S. Government Users
If Agile Pulse Products are acquired by or on behalf of a U.S. federal government entity, the Products are classified as “Commercial Items” under 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as defined in 48 C.F.R. 12.212.
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202‑1 through 227.7202‑4, U.S. Government end users acquire the Products only with the rights set forth in this EULA.
27. Revisions to EULA
Agile Pulse may update, modify, or amend (collectively, “revise”) this EULA or any incorporated Product‑Specific Terms and policies from time to time.
If a revision materially reduces your rights, Agile Pulse will use reasonable efforts to notify you via:
Email to your billing or technical contact,
Notices in the Product interface, or
Announcements on the Agile Pulse website or partner marketplace listing.
Revised EULA versions will become effective upon the start of the next Subscription Term or renewal.
If you object to a revision, your exclusive remedy is to cease use of the Products at the end of the current Term and disable auto‑renewal.
For No‑Charge Products, acceptance of the updated EULA is required to continue use. Agile Pulse may require you to click‑through the updated EULA as a condition of continued access.
Order Forms remain subject to the EULA version in effect at the time the Order was executed.
You may not unilaterally amend this EULA without Agile Pulse’s written consent.
28. Entire Agreement
This EULA, together with any referenced policies and Product‑Specific Terms, constitutes the entire agreement between the Parties and supersedes all prior agreements, proposals, communications, and understandings relating to its subject matter.
Both Parties acknowledge that no other representations or promises have induced them to enter into this EULA.
In the event of a conflict between this EULA and any open‑source license accompanying the Products:
The open‑source license will govern solely for that component, and
This EULA will apply to all remaining aspects of the Products.
29. Rules of Interpretation
In interpreting this EULA:
A “person” includes a natural person, corporation, partnership, or other entity with legal personality.
A reference to a Party includes its successors, permitted assigns, and legal representatives.
The words “including,” “include,” or similar terms are to be interpreted as illustrative, not limiting.
References to “writing” or “written” include email, website notices, and other electronic communications.
30. Contact Information
For any questions or notices regarding this EULA, please contact Agile Pulse at:
Email: legal@agilepulse.co
Support: support@agilepulse.c