TERMS OF USE
Terms of Use
The Pulsara communications and logistics platform is offered by CommuniCare Technology, Inc., dba Pulsara, a Delaware corporation (“Pulsara”) on a subscription basis to an organization (“Subscriber”) providing medical and/or emergency management services. Access to and use of the platform, Software, and Pulsara’s services (collectively the “Services”) are governed by the following terms (the “Terms”).
ACCEPTANCE OF TERMS
The Services are offered subject to your acceptance of the Terms contained herein. By accessing, registering for and/or using the Services in any manner, Subscriber acknowledges and agrees that these Terms govern such use.
ARTICLE 1
DEFINITIONS
Section 1.1 - Software
“Software” means the Pulsara web and mobile applications as described at www.pulsara.com/packages and as licensed to Subscriber.
Section 1.2 - Error
“Error” means a failure of the Software to conform in all material respects to the Licensed Documentation; provided, however, that any nonconformity resulting from Subscriber’s improper use of the Software, combining or merging the Software with software not approved by Pulsara for use with the Software, or modification of the Software which has not been performed by Pulsara, shall not be considered an Error.
Section 1.3 - Licensed Documentation
“Licensed Documentation” means all the technical and performance specifications of the Software and support materials supplied to Subscriber.
Section 1.4 - Final Quote
“Final Quote” means each document executed by both parties pursuant to which Subscriber purchases or renews a subscription to the Services. The Final Quote shall form a part of these Terms. If any terms of the Final Quote conflict with any Terms herein, the terms of the Final Quote will control.
Section 1.5 - Patient Information or PHI
“Patient Information” or “PHI” means “protected health information” as defined under HIPAA provided on or entered into the Software by Subscriber’s end users.
Section 1.6 - Subscriber's Data
"Subscriber's Data" means all data and information submitted to Pulsara or obtained, developed, stored, accessed, processed, or produced by Pulsara in connection with the Services. Subscriber's Data is considered Subscriber's Confidential Information.
ARTICLE 2
GRANT/SOFTWARE
Section 2.1 - Grant of Software License
Pulsara grants to Subscriber a limited, nonexclusive, non-transferable, annual license to access and use the Software and the Licensed Documentation (collectively, the “Licensed Product”) in the manner described in these Terms and, if applicable, the Final Quote. Pulsara reserves all rights in the Licensed Product.
Section 2.2 - Software Support
Pulsara will provide support for current versions of the Software when coupled with device operating systems, hardware devices, and browser versions listed at the URL: https://www.pulsara.com/faqs/which-web-browsers-and-mobile-devices-can-we-use, which will be updated from time to time.
Section 2.3 - Software Performance Usage Data
Aggregated and de-identified usage data and Error reports may be collected through the Software to improve Software performance and effectiveness.
ARTICLE 3
FEES AND PAYMENT
Section 3.1 - Fees
As compensation for the licenses granted by Pulsara to Subscriber, Subscriber will pay to Pulsara all fees, if any, as set forth in the Final Quote for paid subscriptions. For free subscriptions, no fees shall apply. Unless otherwise provided for in these Terms, all applicable fees will be paid in US dollars and become due in accordance with the Final Quote terms.
Section 3.2 - Taxes
Fees listed in the Final Quote are exclusive of sales and services taxes. Subscriber is responsible for payment of all such taxes arising from the payment of the Fees unless tax exemption status is provided.
ARTICLE 4
TERM AND TERMINATION
Section 4.1 - Subscription Term
The effective date of the subscription term (the “Term”) commences on the date of the last signature on the Final Quote for paid subscriptions. For free subscriptions, the Term commences upon the Subscriber’s representative clicking the “Sign Up Now” button on www.pulsara.com.
Section 4.2 - Termination
Either party may terminate the subscription upon written notice to the other party only as follows:
(a) if either party breaches a material provision of these Terms and such breach is not cured within thirty (30) days after written notice has been given to the breaching party in accordance with Section 4.2; provided, however, that Subscriber access to the Software may be suspended during the thirty (30) day cure period if the breach would cause potential damage to the Software or third parties’ continued safe use of the Software;
(b) in the event that either party becomes insolvent, is adjudicated bankrupt, voluntarily seeks protection under any bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, whether voluntary or involuntary;
(c) by Subscriber upon thirty (30) days written notice to Pulsara. In the event that any fees are due as of the termination date, they shall become immediately due and payable. Upon early termination, Subscriber will not be responsible for payment of fees for subsequent years set forth in the Final Quote; or
(d) by Pulsara upon thirty (30) days written notice to Subscriber. Upon early termination, Subscriber will not be responsible for payment of fees for subsequent years set forth in the Final Quote.
Section 4.3 - Effect of Termination
Upon termination, Subscriber's access to the Software will cease. Upon written request by Subscriber made within thirty (30) days after the termination date, Pulsara will make available to Subscriber single-user access to the platform. Pulsara will grant any such access for a period of ten (10) business days from the receipt of the written request to allow Subscriber to prepare a final download (export) of the Subscriber's data (which shall constitute a "return" of Subscriber's data). The single-user access described in the preceding sentence is not provided in lieu of, and does not diminish, Pulsara's obligations to return any protected health information that is maintained by Pulsara under the Business Associate Agreement ("BAA") that is attached hereto and incorporated herein.
ARTICLE 5
USAGE
Section 5.1 - Use of Software
Subscriber shall use the Software only in a manner and for the purposes for which the Software was designed. All uses not expressly permitted under this Article 5 are prohibited.
Section 5.2 - End User Access
Subscriber is solely responsible for authorizing its end users’ access to the Software, maintaining all login information and overseeing use of the Software by its end users.
Section 5.3 - Patient Information
Subscriber acknowledges and agrees (1) that the Software is used to transmit, collect, access, manage, and display PHI and (2) that PHI is stored by Pulsara. Both parties agree that the Business Associate Agreement executed between the parties will govern the use, storage, and disclosure of any and all such PHI. Subscriber acknowledges and agrees that Subscriber determines which patient information comprises their designated record set and is accessible to the patient as defined under HIPAA regulations at 45 CFR 164.501. By design, patient information communicated in Pulsara for the purposes of care coordination is not intended to serve as the system of record.
Section 5.4 - Medical Advice and Treatment
Subscriber acknowledges and agrees that Pulsara does not provide medical advice, diagnosis, or treatment.
Section 5.5 - Compliance with Employment and Privacy Laws
Subscriber is solely responsible for ensuring its use of the Software's geolocation tracking feature complies with all applicable local, state, and federal laws regarding employee monitoring and geolocation privacy (e.g., California Civil Code § 1798.100, New York Civil Rights Law § 52-c). Subscriber warrants that it will obtain all necessary consents from end users to track their precise geolocation, as applicable.
Section 5.6 - Pulsara Intelligence
(a) General. Pulsara may offer optional artificial intelligence ("AI") features ("Pulsara Intelligence") designed to improve information sharing and efficiency (e.g., extract discrete data fields from unstructured text). Pulsara Intelligence is not intended to provide clinical diagnosis, treatment recommendations, or predictive medical decision-making.
(b) Subscriber Control. The use of Pulsara Intelligence is optional; Subscriber may enable or disable these features at the application level at any time.
(c) Data Protection and Training. Pulsara uses a secure, enterprise-grade environment that remains subject to the same data protection standards as other clinical information within the Software. Subscriber data, including Patient Information or narratives, is not used to train or fine-tune AI models.
(d) Human Oversight and Allocation of Risk. Subscriber acknowledges that Pulsara Intelligence is a tool designed to enhance data efficiency and is not a substitute for professional judgement. For any AI-generated outputs that inform clinical diagnosis, treatment, or patient care decisions, Subscriber is responsible for ensuring appropriate human review and validation. Subscriber acknowledges that the degree of human oversight required may vary based on the nature of the AI output and the specific use case, and Subscriber remains solely responsible for the final verification of any clinical data or patient-related narratives before such information is acted upon.
ARTICLE 6
WARRANTY
Section 6.1 - Warranty
(a) Pulsara warrants that the Software substantially meets and performs in compliance with all applicable specifications set forth in the Licensed Documentation.
(b) Pulsara warrants that the Software shall be free, at the time of delivery, of any potentially damaging code or program, the effect of which may be destruction of computer data or the permanent or temporary disabling of a computer system, or provision of unauthorized access to a computer system, including but not limited to "Trojan horses," "time bombs," "logic bombs," "worms," "back-doors," and other computer viruses, collectively referred to as "Harmful Code," Pulsara will promptly notify Customer if Pulsara becomes aware that the Software may contain Harmful Code.
(c) Pulsara warrants that all Services will be performed in a good and workmanlike manner, which at least meets industry standards. Pulsara acknowledges and agrees that all services hereunder shall be performed by personnel experienced and highly skilled in their profession and in accordance with the highest applicable standards of professionalism for comparable or similar services. Pulsara shall be responsible for the professional quality, timeliness, coordination and completeness of Services.
Section 6.2 - Limitations on Warranty
Except as provided for in these Terms, Pulsara makes no other representations or warranties, express or implied, with respect to Software, and expressly disclaims all such other representations and warranties, including any with respect to merchantability, reliability, or fitness for a particular use or purpose. Without limiting the generality of the foregoing, Pulsara, makes no warranty, representation, or guarantee: (1) as to the sequence, accuracy, timeliness, relevance, or completeness of information entered into the Software, including any information regarding treatment of medical conditions, actions, diagnoses, procedures, application of medication, or other provision of medical services; (2) that the use of the Software will be uninterrupted or error-free; (3) as to the efficacy of the Software if not updated at least quarterly and accessed on supported device operating systems, hardware devices, and browser versions listed on www.pulsara.com/faqs/which-web-browsers-and-mobile-devices-can-we-use, which will be updated from time to time; (4) that the Software's geolocation features satisfy Subscriber's obligations under state or federal employment or privacy laws; or (5) regarding the accuracy, completeness, or reliability of any outputs generated by Pulsara Intelligence.
Section 6.3 - Access
Pulsara disclaims any and all responsibility for interruption of Software access due to Subscriber's network connectivity, including system outages caused by cellular providers and internet service providers (ISPs), unless such loss of access is caused by Pulsara or the Software.
Section 6.4 - Limited Liability
(a) The parties’ liability to the other for breach of these Terms shall not exceed the fees paid by Subscriber for the Licensed Products during the (12) month period immediately preceding said breach, less any discount or credits previously received for the Licensed Products.
(b) The limitation stated in Section 6.4 (a) does not apply to Pulsara’s gross negligence or willful miscondut.
(c) Neither party will be liable to the other party for consequential, special, indirect, incidental, punitive, or exemplary damages, costs, expenses or losses or lost profits under these Terms.
The parties acknowledge that the terms of this section reflect the allocation of risk set forth in these Terms and that the parties would not enter into these Terms without these limitations of liability.
ARTICLE 7
INDEMNIFICATION
Section 7.1 - Indemnification by Subscriber
Provided that such indemnification does not conflict with Subscriber’s state law, Subscriber shall indemnify, defend and hold Pulsara, its licensors, parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all third-party claims and associated costs, damages, losses, liabilities, and expenses arising out of or relating to Subscriber’s (1) misuse of the Software, including in a manner not authorized by these Terms or the Licensed Documentation; (2) breach of these Terms; (3) violation of privacy rights, employee monitoring statues, or failure to obtain consent arising from Subscriber's use of geolocation tracking features, including on personally owned devices; or (4) use of Pulsara Intelligence, including (i) reliance on AI-generated outputs, (ii) failure to review or validate such outputs, or (iii) use of such outputs in clinical decision-making.
Section 7.2 - Indemnification by Pulsara
Pulsara shall indemnify, defend and hold Subscriber, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all third-party claims and associated costs, damages, losses, liabilities, and expenses arising out of Pulsara's (1) breach of Subscriber's Data; (2) violation of HIPAA; (3) breach of the terms of the parties' BAA; or (4) infringement of third-party intellectual property rights.
Section 7.3 - Limitations to Indemnification Obligations
Notwithstanding anything to the contrary in this Article 7, the indemnifying party shall have no obligation to defend the indemnified party with respect to any claim, costs, damages, losses, or liabilities arising from any acts or omissions of the indemnified party.
Section 7.4 - Notice and Defense of Claims
The indemnified party shall provide the indemnifying party with prompt notice of the claim giving rise to the indemnification obligation hereunder, the right to control the defense and settlement thereof, and all information with respect thereto; provided that the indemnifying party shall not enter into any settlement that admits fault, wrongdoing or damages without the indemnified party's written consent, not to be unreasonably withheld or delayed. The indemnifying party shall have no obligations with respect to any Losses resulting from the indemnified party's admission, settlement, or other communication without the prior written consent of the indemnifying party.
ARTICLE 8
INTELLECTUAL PROPERTY & CONFIDENTIALITY
Section 8.1 - Intellectual Property
(a) Except for the limited license and use rights expressly granted to Subscriber under these Terms during the Term, all title to and rights in the Licensed Product, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, trade secrets, Pulsara’s or third party hardware, other technology, any derivatives of and all goodwill associated with the foregoing, are the exclusive property of Pulsara, and/or other third parties.
(b) Patent Notice. The Software may be covered by one or more patents or pending patent applications owned or controlled by Pulsara or its affiliates. Visit www.pulsara.com/legal for more information.
Section 8.2 - Confidentiality
(a) “Confidential Information” means any and all non-public, proprietary information, trade secrets, and such other confidential information of or relating to a party furnished by the party and/or its personnel (“Disclosing Party”) on a confidential basis to the other party (“Receiving Party”). PHI, while confidential, is addressed in and subject to the parties’ BAA and applicable law. Notwithstanding anything in these Terms to the contrary, Confidential Information will not include information which: (1) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the Receiving Party, except to the extent unlawfully appropriated by the Receiving Party or third party; (2) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; or (3) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation.
(b) Each party agrees not to reveal or disclose any Confidential Information of the Disclosing Party for any purpose to any third party, or to use any Confidential Information for any purpose other than as contemplated in, or otherwise necessary in connection with the Receiving Party's performance under these Terms without the prior written consent of the Disclosing Party. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, the Disclosing Party gives the Receiving Party reasonable notice of such disclosure and, where notice of disclosure is not prohibited and is given in accordance with this Article, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. Each party agrees to treat Confidential Information disclosed to it by the other with the same degree of care as the Receiving Party uses in protecting its own confidential and proprietary information, but in no event less than a reasonable care.
Section 8.3 - Restrictions
Subscriber is prohibited from reverse engineering, disassembling, or modifying the Software, including the removal of any proprietary notices, and from using the Software in violation of any applicable laws (including any export control laws).
Section 8.4 - Publicity
Neither party shall use the name, trademark, or trade name (whether registered or not) of the other party in publicity releases or advertising without the prior written authorization of the other party. Notwithstanding the foregoing, the names of Subscriber's locations may be included on Pulsara's website, customer map, or in factual listings identifying entities participating on the Pulsara network, provided no logos are used and no descriptive language suggests endorsement by Subscriber. Pulsara may include such factual participation of information in required reports to state and local contracting entities (e.g., Departments of Health or Emergency Medical Task Forces) in connection with regional or statewide emergency-response or communication programs.
ARTICLE 9
GENERAL PROVISIONS
Section 9.1 - Governing Law
These Terms will be construed in accordance with and governed by the internal law of Subscriber’s state, without regard to the choice or conflicts of law provisions of any jurisdiction. In the event that either party institutes any action or proceeding arising out of or relating to these Terms, exclusive jurisdiction will be in the state or federal court in the county where the Subscriber’s corporate office is located.
Section 9.2 - Severability
If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
Section 9.3 - Independent Contractors
No joint venture, partnership, employment, or agency relationship exists between Subscriber and Pulsara as a result of these Terms or use of the Software.
Section 9.4 - Assignment
The rights and/or obligations contained in these Terms may not be assigned, delegated or otherwise transferred by either party (except to a direct or indirect parent or subsidiary) without the prior written approval of the other party, not to be unreasonably withheld, provided, however that either party may assign these Terms in connection with a merger, consolidation, reorganization, or acquisition of a party resulting in a change of control or a transfer or sale of all or substantially all of the assets of either party. No assignment or delegation shall relieve either party of liability for its obligations hereunder.
Section 9.5 - Waiver
The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by that party in writing.
Section 9.6 - Entire Agreement
These Terms, inclusive of any exhibits or addenda, together with any applicable BAA and Final Quote, comprise the entire agreement (“Agreement”) between Subscriber and Pulsara and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, including any Software or platform click-through terms regarding the subject matter contained herein. This Agreement may be amended in writing by mutual consent of the parties hereto and in accordance with the procedures of State law and permitted uses.
Section 9.7 - Insurance
During the Term, Pulsara shall maintain in full force and effect insurance policies in the minimum amounts stated below, issued by a carrier with an “A-” or better rating from A.M. Best. Pulsara shall not permit such insurance to be reduced, expired, or canceled without reasonable prior written notice to Subscriber. Below is a summary of the insurance coverages carried by Pulsara and does not include information regarding terms, conditions, deductibles, and exclusions. Upon request, Pulsara shall provide a Certificate of Insurance to Subscriber.
|
Policy Type |
Per Occurrence Limit |
Annual Aggregate / Policy Limit |
|
Product Liability |
$10MM |
$10MM |
|
Cyber Risk Liability -Privacy and Security |
$5MM $5MM $3MM $3MM |
$5MM |
|
Umbrella, attaching to: |
$9MM |
$9MM |
|
General Liability |
$1MM |
$2MM |
|
Auto Liability (Hired & Non-Owned) |
$1MM |
N/A |
|
Workers' Compensation |
Statutory |
N/A |
|
Employers’ Liability (BI by Accident, BI by Disease) |
$1MM |
$1MM |
|
Crime |
$500K |
N/A |
Terms of Use updated 4/22/26, v8