Puls Technologies, Inc.
Independent Contractor Terms and Conditions For
Independent Contractor Agreement

August 14, 2017

These Independent Contractor Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Independent Contractor Agreement between Puls Technologies, Inc. (“Puls” or the “Company”) and the independent contractor Repair Technician (individual, dba, or other), which is the signatory thereto (the “Agreement”). Capitalized terms used but not defined in these Terms and Conditions have the meanings given to them in the Agreement.

These Terms and Conditions govern Repair Technician’s access to or use of the Software provided by Company and the performance by Repair Technician of Services pursuant to Service Requests or “Requests” received through the Software. By clicking the “I agree” button below, you agree to be bound by the entirety of these Terms and Conditions. If you do not agree to these Terms and Conditions, you should not use, and you must cease access to or use of the Software.

  1. INDEPENDENT CONTRACTOR

    1. Repair Technician is an individual or entity that provides repair, install, and/or diagnostic services, and wishes to access and use the Software to perform Services pursuant to Service Requests. Repair Technician represents and warrants that Repair Technician is engaged in the business of providing repair, install, and/or diagnostic services, and that Company is not Repair Technician’s sole client or customer, or source of Repair Technician’s business and/or livelihood.
    2. Repair Technician seeks to be contracted to the Company for the performance of the Services set forth in these Terms and Conditions, and Company agrees to have Repair Technician be an independent contractor for Company in the manner set forth in these Terms and Conditions. Repair Technician agrees to complete and sign IRS form W-9 as a condition precedent to being provided access to the Company’s Software. Repair Technician warrants that Repair Technician will provide truthful and accurate information on all IRS forms provided to the Company.
    3. Repair Technician and Company intend these Terms and Conditions to create the relationship of principal and independent contractor, and not that of employer and employee. The parties are not employees, agents, joint ventures or partners of each other for any purpose. Nothing in these Terms and Conditions or the Agreement shall create a partnership or joint venture between the parties or give the rights of a partner to either party. Neither party has any authority (and nothing in these Terms and Conditions or the Agreement shall be treated as giving either party authority) to enter into a contract for or on behalf of the other party; assume a liability on behalf of the other party; or pledge the credit of the other party, unless such authority is expressly granted in writing by the other party. Neither party may act as if it has such authority and must not represent (expressly or by implication) that it has such authority.
    4. Repair Technician recognizes that, as an independent contractor, Repair Technician is not entitled to unemployment benefits following termination of the parties’ relationship. Repair Technician also acknowledges that Repair Technician is not entitled to any employment related benefits.
    5. Repair Technician and Company are, or may be, engaged in similar agreements with others. Repair Technician may perform similar services for others. However, Repair Technician may not and shall not use equipment, tools, supplies and parts (collectively “Parts”) obtained from Company for use in any other business or context. All Parts obtained from Company for the Services shall be used solely in performance of the Agreement.
  2. SERVICES TO BE RENDERED

      Subject to the Terms and Conditions contain herein, Repair Technician will perform the Services pursuant to the Service Request received from the Software, upon successful and satisfactory completion of which Repair Technician will be paid a Service Fee (as described more fully below).
    1. Repair Technician understands and agrees that nothing in these Terms and Conditions shall be construed as a guarantee that Repair Technician will be offered any particular number or type of Requests during any particular time period.
    2. It is understood and agreed that Repair Technician shall have no obligation to utilize the Software at any specific time, day, or for any specific duration. Repair Technician shall have complete discretion to determine when and where Repair Technician will be available to receive Requests. Repair Technician is under no obligation to the Company to accept any Request. Repair Technician is under no obligation to accept any particular number of Requests. Notwithstanding the preceding, if Repair Technician accepts a Request, Repair Technician shall perform the Request in accordance with the Customer’s specifications and these Terms and Conditions. Repair Technician’s failure to provide the Services on an accepted Request shall constitute a material breach of these Terms and Conditions and the Agreement.
    3. Repair Technician agrees to inform the Customer of unforeseen delays or emergencies that may prevent the Repair Technician from providing the accepted Request. Failure to notify the Customer of any substantial delay or inability to complete the Request at the agreed upon time shall be a material breach of these Terms and Conditions and the Agreement.
    4. Repair Technician agrees to, and warrants that Repair Technician will perform all Requests in a timely and professional manner. Repair Technician agrees to, and warrants that Repair Technician will fully perform all accepted Requests in accordance with these Terms and Conditions and other specifications established by the needs of the Customer. Repair Technician agrees to devote Repair Technician’s best efforts, skills and abilities to perform any and all accepted Requests pursuant to these Terms and Conditions.
    5. The Company shall have no right to require Repair Technician to display Company’s name, logo or colors on Repair Technician’s vehicle, or to require that Repair Technician wear a uniform or any other clothing displaying Company’s name, logo or colors. Notwithstanding the preceding, Repair Technician agrees that it will utilize an identification card with Company’s information, for safety reasons (for protection of Repair Technician, customers and others) which will be provided to Repair Technician for Repair Technician’s safety use.
    6. Subject to the terms of these Terms and Conditions and a Customer’s specific Request, Repair Technician retains the sole right to control or direct the manner and means in which the Requests described in these Terms and Conditions are to be performed. The parties acknowledge that any provisions of these Terms and Conditions reserving certain authority in the Company have been inserted solely to achieve compliance with federal, state, or local laws, rules, and interpretations thereof. Subject only to any requirements imposed by law, the parameters set forth in any Request and/or as otherwise set forth in these Terms and Conditions, Repair Technician shall exercise full discretion and judgment as an independent business in determining the right to control the manner and means of performance under these Terms and Conditions. Repair Technician acknowledges that the Company will not provide any training as to the skills and tasks required in performing Requests and providing services, and will not in any way supervise Repair Technician’s performance of any Request.
    7. Repair Technician represents and warrants that Repair Technician has complied with and will continue to comply with all local, state, and federal laws in connection with these Terms and Conditions, including those regarding business permits, business/liability insurance and licenses that may be required to carry out the independent business and to perform the Services pursuant to Requests under these Terms and Conditions and the Agreement. This includes, but is not limited to all necessary business licenses, permits, insurance and other legal prerequisites necessary to perform the independent business of technology device repairs, installation, and diagnosis, as may be required by the states, counties, cities, and/or localities in which Repair Technician operates. To ensure Repair Technician’s compliance with all legal requirements, Repair Technician shall provide written copies of all such permits and other legal prerequisites within three (3) business days of request by Company. To ensure all such documents remain current, upon reasonable advance request, the Company may review such documents from time to time. Failure to maintain current business licenses, permits or other legal prerequisites, or failure to comply with any other provision of this paragraph, shall constitute a material breach of these Terms and Conditions and the Agreement.
    8. Repair Technician represents and warrants that Repair Technician has a valid driver’s license, current automobile insurance (with proof thereof), a clean driving record, and a mobile device capable of accessing the Software.
    9. The Services to be provided in a Request shall typically include, depending on the Customer’s requests:
      1. Perform Services. Repair, support, and/or install technology devices depending on the Request.
      2. Collect Customer Payment. Repair Technician facilitate payment in full for all parts and services from the Customer, based on the fee that is described and agreed upon, using the Company’s Software.
      3. Records. Repair Technician shall record all relevant information relating to the Request, which may include Customer checklists, photo documents and relevant details relating to the Request (“Records”). These Records should be timely submitted to Company so that there is a record of the service Repair Technician provided available to assist with Customer inquiries or warranty questions.
      4. Recycles. Return to Company defective, unused and returned Authorized Components in accordance with these Terms and Conditions.
  3. ACCESS TO SOFTWARE

    1. In consideration for and subject to these Terms and Conditions, Company grants to Repair Technician a nonexclusive, non-assignable right during the term of the Agreement to access and use the Software solely in connection with Repair Technician’s performance of the Services pursuant to Service Requests received through the Software.
    2. Except as expressly permitted under these Terms and Conditions, Repair Technician will not permit or facilitate any other party to:
      1. use the Software in (i) violation of any applicable law or in connection with unlawful material (such as material that violates any obscenity, defamation, harassment, privacy, or intellectual property laws), or (ii) a manner that would cause a material risk to the security or operations of Company or any of its customers, or to the continued normal operation of other Company Customers or repair technicians;
      2. copy, distribute, republish, sell, rent, lease, host, or sub-license the Software;
      3. offer, use, or permit the use of the Software in a computer service business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as part of a hosted service, or on behalf of any third party;
      4. modify, create derivative works of, adapt, translate, reverse engineer, decompile, or otherwise attempt to discover the source code in, any Software; or
      5. remove, obscure, or alter any proprietary notices associated with the Software.
    3. Except for the limited license to the Software as expressly set forth hereunder, Company reserves all rights to the Software and all other intellectual property owned or licensed to or by Company, and all rights therein.
    4. Company will provide Repair Technician with user IDs, passwords and login credentials (collectively, “User IDs”) to enable the Repair Technician to access the Software pursuant to these Terms and Conditions. Repair Technician must not share its User IDs, and is responsible for unauthorized access to its User IDs and any account activity that occurs under Repair Technician’s User IDs.
  4. AUTHORIZED COMPONENTS

    1. During the term of the Terms and Conditions and Agreement, Company may, from time to time, provide to Repair Technician on consignment, solely for use in connection with the Services for Customers pursuant to Service Requests, certain replacement authorized parts and components for mobile devices (each, an “Authorized Component”).
    2. Repair Technician is free to use parts and components other than the Authorized Components (“Other Parts”) provided, that (i) such Other Parts are of equal or greater quality, compatibility and suitability than the Authorized Components for the particular Service Request, (ii) use of such Other Parts will not increase the Service Fees that are paid to Repair Technician under the Agreement and these Terms and Conditions, (iii) Repair Technician must possess a sufficient number of Other Parts such that there is no delay in the Repair Technician’s ability to provide the Services to a Customer pursuant to a Request, and (iv) Repair Technician is fully responsible for the use of such Other Parts, and will defend, indemnify and hold harmless Company (including Company’s subsidiaries, successors, predecessors, affiliates, investors, officers, directors, members, employees, attorneys and agents) against any Claims related to the use of such Other Parts.
    3. Repair Technician, as consignee of the Authorized Components, promises the following:
      1. to properly, safely and securely store the Authorized Components and prevent the contamination or damage of the Authorized Components handled into storage and stored;
      2. to keep the Authorized Components separate from its own goods or that of any third party in an appropriately temperature controlled facility or other storage space that is dry at all times;
      3. to notify Company immediately upon unloading or during storage if any of the Authorized Components are damaged or impaired in any manner;
      4. to maintain an appropriate sign in the vicinity of the Authorized Components describing same as the sole and exclusive property of Company; and
      5. to keep the Authorized Components in good order and condition and not to use the Authorized Components in violation of the provisions of these Terms and Conditions or any other agreement relating to the Authorized Components or any policy insuring the Authorized Components or any applicable statute, law, by-law, rule, regulation or ordinance.
    4. Upon Company’s request, as security for the Authorized Components, Repair Technician will pay a security deposit equal to the value of the Authorized Components that have been consigned to Repair Technician (the “Deposit”). The Deposit will be continuously adjusted such that, upon Company’s request, Repair Technician will pay additional amounts to be included in the Deposit in order for the amount of the Deposit to always equal the value of the Authorized Components consigned to Repair Technician.
    5. Repair Technician will return all Recycles to Company, or to a third party designated by Company, on or before the later of (a) having four (4) Recycles to return, or (b) every ten (10) calendar days. The Company will provide a pre-paid shipping label to cover the cost of returning Recycles. Failure to return Recycles as directed by Company may lead to restriction of access to the Software and forfeiture of Service Fees; Company reserves any and all rights of recovery against Repair Technician for the value of the Recycles. “Recycles” are defined as the Customer’s parts or components that are being replaced with Authorized Components or otherwise removed in connection with the Services.
    6. Until the time as Authorized Components are consumed by Customers through Service Requests, Company will remain the owner of the Authorized Component, and Repair Technician has no ownership interest or property rights whatsoever in such Authorized Components or any right to pledge, encumber, or grant any type of security or property interest in the Authorized Components as collateral in favor of any third-party. Upon successful completion of a Service Request, title and risk of loss to the Authorized Component will automatically transfer to Customer.
    7. Repair Technician will not permit any of the Authorized Components to become subject to any lien or other encumbrance thereon. Without limiting the generality of the foregoing, Repair Technician specifically disclaims any ownership interest in the Authorized Components and hereby waives and releases any and all present and future liens, claims and charges arising out of any storage of the Authorized Components by Repair Technician and each and all other security interests, liens, claims and charges now or at any time hereafter available to Repair Technician with respect to the Authorized Components. Repair Technician hereby binds itself and its successors and assigns to protect, hold harmless, defend, and fully indemnify Company from and against any Claim of any creditor of Repair Technician, or any other entity, to any right or interest in or to any of the Authorized Components.
    8. Repair Technician hereby grants to Company its power of attorney to file a UCC-l financing statement or similar notice describing the Authorized Components, with the officials of any relevant jurisdiction Company deems appropriate to provide notice to other parties that the Authorized Components are not property of Repair Technician and that Company claims ownership of the Authorized Components. Repair Technician further authorizes Company to deliver any notices described in Section 9-324 of the Uniform Commercial Code to any entity, in order to protect Company’s rights in any of the Authorized Components.
    9. In the event of loss or of damage to all or any portion of the Authorized Components after the Authorized Component is received by Repair Technician, Repair Technician will be liable to Company for the loss or damage to the extent the loss or damage is caused by or contributed to the breach of these Terms and Conditions by Repair Technician or by the negligence, willful or intentional misconduct or other acts or omissions of Repair Technician, in which event, Repair Technician will promptly pay Company for the loss or damage to the Authorized Component based upon the value of the Authorized Components. Company may also deduct from the Deposit an amount equal to the loss or damage to the Authorized Component.
  5. BACKGROUND CHECK

    1. Repair Technician understands and agrees that Company will perform a background search of Repair Technician prior to providing Repair Technician with access to the Software as a condition precedent. Repair Technician’s connection with Customers through the Software is conditioned on a satisfactory result of a background check. Company may refuse to provide Repair Technician access to the Software based upon any lawful reason, including, but not limited to, the result of a background search and the other terms of these Terms and Conditions. Repair Technician agrees to provide Company with any and all information needed in order for Company to perform the background search, pursuant to these Terms and Conditions.
    2. Repair Technician represents and warrants that Repair Technician will not present a threat to the safety or security of Customers’ or others’ premises, person, guests, customers or employees.
    3. Repair Technician represents and warrants that Repair Technician has never been convicted of any felony or a misdemeanor relating to violence, weapons, sex related crimes, theft, robbery, burglary, dishonesty, fraud or embezzlement, or unlawful operation of a motor vehicle (including both criminal and civil actions). Repair Technician further represents and warrants that Repair Technician has not been convicted of a felony or misdemeanor relating to the use, sale or distribution of controlled substances within the past five years. Repair Technician will notify Company immediately if Repair Technician cannot make this representation at any time during the term of the Terms and Conditions or Agreement.
  6. SERVICE FEES

    1. Company agrees to pay a Service Fee to Repair Technician for each Request accepted and completed in accordance with these Terms and Conditions. The Service Fee shall be an amount that is based on the Request being performed at a rate negotiated between the parties. Notwithstanding the preceding, Repair Technician will be entitled to its Service Fee even if the Company does not collect fees from a Customer in excess of the amount of Repair Technician’s Service Fee.
    2. The Service Fee amount for each Request type shall be published by the Company. The Company offers a list of Service Fees to act as the default fee in the event neither party negotiates a different amount. These Service Fees are negotiable and can be negotiated on thirty (30) days’ notice from either Repair Technician or Company. A request to negotiate the Service Fee must be submitted in writing or electronically by email to attention@puls.com. Repair Technician and the Company shall always have the right to negotiate individual terms and conditions; however, no changes or modifications shall be made or will be effective unless the new term or condition is in writing and signed by both parties’ authorized representative. Nothing precludes Company from making additional payments to Repair Technician on a case-by-case basis.
    3. The Company will pay Repair Technician within fourteen (14) days of the completion of the Request, currently on a twice-weekly basis. The Company agrees to notify Repair Technician promptly of any changes to the payout schedule.
    4. If Repair Technician disputes any Service Fee, Repair Technician must notify Company within 30 days of such payment. If Company disputes any Requests, Company must notify Repair Technician within 30 days of completion of the Request. Failure to so notify the other party shall result in the waiver of any claim relating to such disputed Service Fee.
    5. Repair Technician acknowledges that there is no expectation of tipping for any services that Repair Technician provides pursuant to the receipt of a Request. Tips voluntarily offered and given to a Repair Technician by a Customer are the sole property of and belong to the Repair Technician.
    6. Company will not reimburse Repair Technician for any expenses incurred by Repair Technician as a result of services rendered.
    7. Except as set forth in Article IV, Repair Technician will supply all equipment, tools, materials, and supplies necessary to perform the services and Requests under the Agreement or Terms and Conditions. Parts will be made available to Repair Technician by Company for Repair Technician’s purchase in order to perform Services, as set forth above.
    8. Refunds: In the event it is necessary for Company to refund Service Fees to a Customer as a result of the services performed by Repair Technician, the amount paid to Repair Technician by Company for the Request that was refunded will be due and payable to the Company by Repair Technician within seven (7) calendar days of the date Company provides notice to Repair Technician of the refund. Company may offset any refunds required to be paid to Customers against any amounts, including Service Fees owed to Repair Technician.
  7. TAXES AND INSURANCE

    1. Company will report all amounts paid to Repair Technician via IRS Form 1099-MISC. Repair Technician, and not Company, will therefore pay all income taxes, business taxes, payroll taxes, withholding taxes and disability and unemployment contributions due with respect to payments made to Repair Technician.
    2. Repair Technician agrees that it is Repair Technician’s exclusive responsibility to pay all taxes, insurance premiums, and local, state, and federal taxes related to the Agreement or Terms and Conditions. Neither FICA (Social Security), FUTA (Federal Employment), nor local, state, or federal income taxes will be withheld from Company payments to Repair Technician.
  8. TERM AND TERMINATION

    1. Unless terminated as set forth below, the term of the Terms and Conditions and Agreement will commence on the date the Terms and Conditions and Agreement are accepted by Repair Technician and continues for one year. The Terms and Conditions and Agreement will be automatically renewed unless the Repair Technician gives notice to the Company thirty (30) days prior to its termination. The Agreement shall remain in effect until terminated in accordance with the following:
      1. The Agreement may be terminated, with or without cause, on thirty (30) days’ notice by notification of termination by either party to the other;
      2. The Agreement may be terminated in the event of a material breach of the Agreement or these Terms and Conditions. Termination of the Agreement will take place through suspension of a Repair Technician’s access to the Software.
    2. A material breach shall include, but not be limited to, the following acts or occurrences:
      1. failure by the Company to remit to Repair Technician all Service Fees due and owing within thirty (30) days of the date the amount became due, unless Repair Technician has contested the payment and the parties are in negotiation to resolve the dispute;
      2. Repair Technician’s breach of these Terms and Conditions as relates to any damage or injury caused by Repair Technician;
      3. refusal by the Company to provide documentation reasonably requested by Repair Technician and reasonably relating to a damage or injury claim arising under these Terms and Conditions;
      4. Repair Technician’s refusal to fully complete a Request after acceptance without waiver by the Customer or the Company;
      5. failure by Repair Technician to maintain all business licenses, permits, and other prerequisite documents required by law and/or pursuant to these Terms and Conditions;
      6. Repair Technician’s enabling of or permitting anyone to access the Software without the Company’s prior written authorization for that person to access the Software;
      7. any intentional material misrepresentations by Repair Technician to a Customer or the Company, or any representations or warranties made in excess of those that are given by the Company to Customers;
      8. failure by the Repair Technician to maintain accurate and adequate Records;
      9. violation by the Company or Repair Technician of any covenant, representation or warranty contained in these Terms and Conditions;
      10. any use of the Authorized Components that are not expressly permitted in these Terms and Conditions, including any theft, misappropriation, sale, or resale thereof;
      11. any documented complaint by a Customer that Repair Technician engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing or that constitutes unlawful and illegal conduct; and/or
      12. any other breaches defined in these Terms and Conditions as a material breach.
  9. CUSTOMER WARRANTY CLAIMS

    1. Customer can make warranty claims to Company for Services performed by Repair Technician.
    2. When a Customer makes a warranty claim, the Company first checks the Records submitted by Repair Technician.
      1. If Records are not provided by Repair Technician, and the Request is not complete, the warranty claim is considered an “at fault” claim.
      2. If Records are provided by Repair Technician, Company will review and determine whether the cause of the warranty claim is due to Repair Technician error and considered to be Repair Technician “at fault.” Following notice to Repair Technician, Repair Technician can dispute the Company’s decision by contacting Company within three (3) business days.
      3. If the warranty claim is determined to be “at fault,” the Request will be considered not complete as described in paragraph 3 below.
      4. If the warranty claim is determined to be due to a defective part or other non-Repair Technician related cause, the Request will be considered complete and the Repair Technician will have no additional responsibility or liability for the Request.
    3. In the event a Customer makes a warranty claim, and the warranty claim is determined by Company to be an “at fault” claim, the Request will be considered incomplete and a Service Fee not earned. An “at fault” claim results in the following:
      1. If able, Repair Technician can choose to return to the Customer and complete the Request in order to avoid the payments described in (b) and (c) below;
      2. If Repair Technician is unwilling, unavailable or unable to return to the Customer to complete the Request, the Repair Technician agrees to pay Company up to 75% of the Service Fee for each “at fault” warranty claim and Repair Technician authorizes such charges to be deducted from Repair Technician’s Service Fees;
      3. If the Customer requests that the Repair Technician not return to complete the Request, and therefore the Repair Technician is unable to complete the Request, Repair Technician agrees to pay Company up to 75% of the Service Fee for each “at fault” warranty claim and Repair Technician authorizes such charges to deducted from Repair Technician’s Service Fees.
  10. INDEMNIFICATION

    1. Repair Technician shall indemnify, defend, and hold Company (including Company’s subsidiaries, successors, predecessors, affiliates, investors, officers, directors, members, other contractors, employees, representatives, and agents) harmless from and against any and all claims, demands, liens, liabilities, expenses, losses, judgments, settlements, or damages, including attorney's fees and costs, penalties, interest, and disbursements (“Claims”) brought against or otherwise suffered or incurred by Company to the extent those Claims are based upon allegations, of whatever nature and whatever amount, arising directly or indirectly from, out of, or in connection with:
      1. Repair Technician’s acts or omissions arising from the performance of Requests under these Terms and Conditions, including, but not limited, to negligent act or willful misconduct, personal injury or death to any person (including Repair Technician);
      2. Repair Technician’s violation of any term of these Terms and Conditions, including without limitation Repair Technician’s breach of any of the representations and warranties;
      3. Repair Technician’s violation of any third party right, including without limitation any right of privacy or intellectual property rights;
      4. Repair Technician’s violation of any applicable law, rule or regulation;
      5. liability for civil and/or criminal conduct, including, but not limited to, assault, battery, fraud, injury, death, property damage, defamation, invasion of privacy, assault, battery, breach of contract, violation of federal, state or local laws or regulations;
      6. any liability arising from Repair Technician’s failure to comply with these Terms and Conditions;
      7. Repair Technician’s use of Other Parts in connection with the Services that are not Authorized Components, or any damage or destruction to Authorized Components while they are in Repair Technician’s possession; and
      8. Repair Technician’s use and/or misuse of the Software; and claims of damage and/or injury to any Customer or Customer’s property sustained as a result of Repair Technician’s performance of a Request, in which case, Repair Technician shall (1) notify the Company of any damage or injury, as soon as practicable, after the damage or injury occurs, and (2) fully cooperate with the Customer and/or the Company to resolve injury or damage claims as quickly and fairly as possible.
    2. Repair Technician agrees that, in the event the Company is held liable for any injury or damage to any Customer caused by Repair Technician or the Services performed by Repair Technician, Company shall have the right to recover such amount from Repair Technician, including but not limited to offsetting any Service Fees or other amounts due to Repair Technician. Should Company elect to voluntarily pay any amount to a Customer for damage or injury to a Customer caused by Repair Technician or the Services performed by Repair Technician or for which Repair Technician is responsible and/or liable, the Company shall have the same right as the Customer to recover from Repair Technician.
  11. DISCLAIMERS

    1. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE WITH RESPECT TO THE AUTHORIZED COMPONENTS, THE SOFTWARE, AND THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS AND THE AGREEMENT. IN NO EVENT WILL COMPANY, OR ANY OF ITS AGENTS, MAKE ANY REPRESENTATION OR WARRANTY CONCERNING THE SERVICES, AUTHORIZED COMPONENTS OR THE SOFTWARE, INCLUDING BUT NOT LIMITED TO CUSTOMERS, AND REPAIR TECHNICIAN ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY OTHER WARRANTIES OR REPRESENTATIONS IN CONNECTION WITH ENTERING INTO THE AGREEMENT AND THESE TERMS AND CONDITIONS.
  12. LIMITATION OF LIABILITY

    1. IN NO EVENT SHALL COMPANY OR ANY OF ITS AFFILIATES, SUBSIDIARIES OR PARENT COMPANIES BE LIABLE, WHETHER UNDER CONTRACT, WARRANTY, INDEMNITY, TORT, STATUTE OR OTHER LEGAL THEORY, FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, WHETHER OR NOT IT HAS OR THEY HAVE BEEN ADVISED OR IS OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. FOR ANY REASON AND UPON ANY CAUSES OF ACTION, COMPANY AND ITS AFFILIATES, SUBSIDIARIES AND PARENT COMPANIES SHALL NOT BE LIABLE FOR ANY DAMAGES IN AN AGGREGATE AMOUNT EXCEEDING THE SERVICE FEES PAYABLE BY COMPANY TO REPAIR TECHNICIAN HEREUNDER DURING THE ONE MONTH PRECEDING THE ACCRUAL OF SUCH LIABILITY.
  13. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

    1. The term “Confidential Information” as used herein shall include any and all written and verbal information provided to Repair Technician in connection with the Services to be provided by Repair Technician pursuant to the Agreement and Terms and Conditions, except, as to Confidential Information transmitted from Company to Repair Technician, Confidential Information shall not include any information which:
      1. is or becomes generally known to the public through no fault of the Repair Technician;
      2. is already known to the Repair Technician prior to Repair Technician’s receipt from Company without breach of any obligation of confidentiality or duty of nondisclosure; or
      3. becomes known to the Repair Technician by disclosure from a third party who has a lawful right to disclose the information.
      Notwithstanding anything in these Terms and Conditions or the Agreement to the contrary, Customer Information (as defined in the Agreement) will be deemed Confidential Information.
    2. Without limiting the generality of the foregoing, Confidential Information shall include trade secrets (as defined under the version of the Uniform Trade Secrets Act adopted and in effect in the State of California from time-to-time during the term of the Agreement, or, if required by applicable law, the definition in the UTSA or similar law for the state where Repair Technician resides) and all other discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, negative know-how, data, research, techniques, technical data, customer and supplier lists, and any modifications or enhancements of any of the foregoing, and all Company program, pricing, marketing, sales, business contract, or other financial or business information.
    3. Repair Technician acknowledges the representations of Company that Confidential Information is proprietary and valuable to Company, and that any disclosure or unauthorized use thereof may cause irreparable harm and loss to Company.
    4. The Company considers, and Repair Technician acknowledges, that the Company’s customer lists and all information relating to the Company’s products and customers, including Customer Information and Records, are Confidential Information.
    5. Repair Technician agrees to treat Confidential Information on a confidential and restricted basis and to undertake the following additional obligation with respect thereto:
      1. to use Confidential Information for the sole purpose of performing Repair Technician’s Services pursuant to these Terms and Conditions and the Agreement;
      2. not to duplicate, in whole or in part, any Confidential Information;
      3. not to disclose Confidential Information to any entity, individual, corporation, partnership, sole proprietorship, customer or client without the prior express written consent of Company; and
      4. to return all Confidential Information to Company upon termination of the Agreement or request therefore and to destroy any additional notes or records made from such Confidential Information.
    6. The standard of care to be utilized by Repair Technician in the performance of Repair Technician’s obligations set forth herein shall be, at a minimum, the standard of care utilized by the Repair Technician in treating the Repair Technician's own information which Repair Technician does not wish disclosed to any third-party, which will in no event be less than a reasonable degree of care.
    7. The Confidential Information restrictions and obligations set forth in these Terms and Conditions shall survive any expiration, termination or cancellation of the Agreement.
    8. Nothing in these Terms and Conditions or the Agreement is intended to or will be used in any way to limit any rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.
    9. DTSA Notification. The misappropriation of trade secrets (a form of intellectual property) is a violation of law, just like the theft of any property. In addition to state law remedies, the Defend Trade Secrets Act of 2016 (the "DTSA") enables a trade secret owner to bring a trade secret misappropriation case in federal court. The DTSA generally provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law in the following circumstances: (i) where the individual discloses trade secrets in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) where the disclosure is made in a sealed filing in a lawsuit or other proceeding. In addition, the DTSA generally permits an individual to disclose trade secrets to the individual’s attorney in the course of pursuing a lawsuit where the person alleges retaliation for reporting a suspected violation of the law (or uses the trade secret information in such lawsuit, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order). The foregoing is a very generalized summary of the immunity provisions of the DTSA intended to satisfy the notification requirements of the DTSA. However, the DTSA does not preclude the trade secret owner from seeking breach of contract remedies. Repair Technician is advised to seek legal counsel before disclosing any trade secrets if Repair Technician intends to seek immunity under the DTSA. Repair Technician may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
  14. INSURANCE

    1. Repair Technician shall maintain the type and scope of insurance necessary to comply with all applicable laws in the provision of Services under the Agreement or Terms and Conditions and in the conduct of Repair Technician’s business as it relates to Company. Such coverage shall be Sufficient to protect both Repair Technician and Company in connection with rendering Services under and compliance with this Agreement and Terms and Conditions. “Sufficient” means (i) adequate to comply with all applicable statutes, regulations, and common law applicable to Repair Technician including where Repair Technician conducts business, (ii) sufficient to cover defense costs and fees as well as liability to third parties and claimants, (iii) adequate to covers anyone who is engaged by Repair Technician and is under Repair Technician’s direction and control, and (iv) extends to Repair Technician’s indemnification obligations pursuant to these Terms and Conditions and the Agreement. Examples of coverages that Repair Technician may be obligated to procure hereunder include but are not limited to vehicle (including collision and commercial vehicles as well as personal vehicles), comprehensive general liability, workers’ compensation, and/or accidental death.
  15. MISCELLANEOUS

    1. Applicable Law. These Terms and Conditions shall be construed and enforced in accordance with the laws of the State of California unless applicable law in the state in which the Repair Technician resides requires otherwise.
    2. Modification. These Terms and Conditions may only be modified or amended in a writing signed by both parties.
    3. Severability. The provisions of these Terms and Conditions are divisible; if any such provision shall be deemed invalid or unenforceable, such provision shall be deemed limited to the extent necessary to render it valid and enforceable and the remaining provisions of these Terms and Conditions shall continue in full force and effect without being impaired or invalidated in any way. These Terms and Conditions shall be deemed to consist of a series of separate covenants.
    4. Review by Counsel. Each party has had the opportunity to have these Terms and Conditions reviewed by legal counsel of their choice. Each party has carefully reviewed and examined these Terms and Conditions and fully understands and agrees to each and every provision contained herein. Any statute or rule of construction that provides that ambiguities are to be resolved against the drafting party shall not be used in the interpretation of these Terms and Conditions.
    5. Assignability. Under no circumstances may Repair Technician assign the Agreement or these Terms and Conditions without the prior written consent of the Company. Any purported assignment in violation of this section shall be void. The Company shall have the right, without Repair Technician’s consent and in Company’s sole discretion, to assign the Agreement, these Terms and Conditions, or all or any of its obligations and rights hereunder, provided that the assignee of the Company’s obligations under such assignment is, in the Company’s reasonable judgment, able to perform the Company’s obligations under the Agreement and these Terms and Conditions. Upon such assignment, the Company shall have no further liability to the Repair Technician for the obligations assigned.
    6. Full Authority. If any party to the Agreement or these Terms and Conditions is an entity, the individual signing on behalf of the party entity personally represents and warrants that they have the full right and authority to enter into the Agreement and Terms and Conditions on behalf of the entities who are a party to the Agreement, and that the consent of no other individual/entity is required to effectuate the terms of the Agreement.
    7. Notice. The Company may give notice by means of a general notice to Repair Technician through the Software, electronic mail to Repair Technician’s email address on record in the Company’s account information, or by written communication sent by first class mail or pre-paid post to Repair Technician’s principal place of business on record in the Company’s account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email or through the Software). Repair Technician may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by any of the following: (a) letter sent by email to attention@puls.com; or (b) letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to the Company at the following address: 655 Montgomery Street, Ste. 1450, San Francisco, CA 94111.
    8. Execution. These Terms and Conditions can be executed by clicking “I accept.” The parties agree to do all things necessary and to execute all further documents reasonably necessary and appropriate to carry-out and effectuate the terms and purposes of the Terms and Conditions.
    9. Titles. The heading, titles, and subtitles used in these Terms and Conditions are for convenience of reference and do not control or affect the meaning or construction of any of the provisions of the Agreement or these Terms and Conditions.
    10. Entire Agreement. The Agreement and these Terms and Conditions constitute the entire understanding and agreement of the parties with respect to the subject matter thereof and hereof, and supersede all other prior and contemporaneous oral and written agreements and understandings between the parties hereto with respect to the subject matter thereof and hereof. Any statute or rule of construction that ambiguities are to be resolved against the drafting party shall not be used in the interpretation of the Agreement or these Terms and Conditions.
    11. No Waiver. No waiver by either party of any breach by the other party shall be construed as a waiver with respect to any other breach. Whether or not specifically identified herein, all remedies available to the parties shall be cumulative, and the exercise of any one or more remedies by either party shall not constitute a waiver of or exclude any other remedy, which that party may assert.
    12. Acknowledgment. By acceptance of these Terms and Conditions and the Agreement, Repair Technician acknowledges and warrants that prior to acceptance, Repair Technician read the Agreement and these Terms and Conditions in its entirety and was afforded the opportunity to have the Agreement and these Terms and Conditions reviewed by legal counsel. If Repair Technician is a business entity other than sole proprietor, the person who accepts on behalf of Repair Technician warrants that Repair Technician has the authority to sign on behalf of the company/business entity. Repair Technician acknowledges that Repair Technician can read the English language and understands the Agreement and these Terms and Conditions or, alternatively, Repair Technician had the Agreement and these Terms and Conditions interpreted in Repair Technician’s native language, and had sufficient time to consider and understand it before acceptance.