TERMS OF USE

Effective Date: March 1st, 2023

INTRODUCTION

This website (the "Site") is owned and operated by RailPulse, LLC ("RailPulse," "we," "our," or "us"). These terms of use described below (the "Terms" or "Terms of Use") govern your access to and use of https://railpulse.com/ or https://portal.railpulse.com/ (collectively, our "Site"), and interactive features, services, products, widgets, applications, content or downloads that we make available through the Site (collectively referred to herein as the "Services").

YOUR ACCEPTANCE OF TERMS OF USE

Please read these Terms carefully before using our Site, as the Terms form the legally-binding terms for your use of the Services. By accessing the Site or using the Services you accept and agree to be bound by and abide by all the Terms. The Terms apply to you regardless of the manner in which you interact with or use our Services, whether via personal or institutional computers, mobile devices, or otherwise.

By accessing or using our Services in any manner, you signify your agreement to:

  1. These Terms of Use;
  2. The RailPulse privacy policy (the "Privacy Policy"); and
  3. Any other legal notices, usage rules, conditions or guidelines located within the Services.

If you do not agree to any of these Terms of Use or the Privacy Policy, please do not use this Site and exit now.

IMPORTANT LEGAL INFORMATION REGARDING PRIVACY

You agree that you have read, understood and accepted the Privacy Policy. The Privacy Policy explains RailPulse’s collection of personal and non-personal information when using the Services and our use and sharing of such personal and non-personal information.

MODIFICATION TO THESE TERMS OF USE

We may revise, amend, update or modify this Site at any time in our sole discretion. We reserve the right, at any time and in our sole discretion, to change the Terms of Use. Once posted, these changes to the Terms of Use become effective immediately.

If any change that we make is not acceptable to you, promptly stop using this Site. If you use this Site after any changes to our Terms of Use become effective, your use is your agreement to be bound by those changes. You should check back regularly and review the Terms of Use so that you are aware of the most current rights and obligations which apply to your agreement with us. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits to you.

ACCESS TO SERVICE CONTENT

Applicability to All Visitors

Subject to the below restrictions concerning use of content or information obtained through the password-protected portion of the Site, you may use the content provided through the Site (the "Service Content") for limited, internal, noncommercial, informational purposes. You may print out a single copy of the Service Content only for these purposes, and may do so only if the copy bears all copyright, trademark, service mark, other intellectual property, and proprietary rights notices displayed on this Site. You may not copy any portion of the Service Content onto another website or web server for any reason without our prior written permission. Unless otherwise noted, the Service Content includes all text, images, graphics, photographs, video clips, designs, icons, sounds, information, data, compilations (meaning the collection, arrangement, and assembly of other content), and other materials on this Site or accessible through this Site. All Service Content is protected by copyrights, trademarks, service marks, patents, or other intellectual property, or is otherwise subject to propriety rights owned or licensed by RailPulse. By way of example, and without limiting the foregoing, the mark and name "RailPulse" and similar or related names, marks, and logos, are registered and/or common law trademarks and service marks and the exclusive property of RailPulse. For the avoidance of doubt, RailPulse does not obtain an ownership interest in telemetry data provided by customers and used in connection with the performance of the Services.

You may not distribute, publish, transmit, modify, create derivative works from, or in any way exploit any of the Service Content, in whole or in part, for any purpose. Except as authorized in this and the preceding paragraph, and subject to all other limitations herein, you are not granted a license under any copyright, trademark, service mark, patent, other intellectual property, proprietary right, or right of use in the Service Content. Under no circumstances will you obtain any rights in the products, services, processes, or technology described in the Service Content. All such rights are retained by RailPulse, its affiliates and any third-party owners of those rights.

As set forth more fully in the Privacy Policy, you may provide information to us through this Site. It is a condition of your use of the Site that all the information you provide on our Site or Services is correct, current, and complete. Any non-personal information you provide through the Site or Services, whether by direct entry, submission, electronic mail or otherwise, including data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of RailPulse.

Such information may be used for any purpose, including, but not limited to, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting. RailPulse shall be free to use any ideas, concepts, know-how, or techniques contained in any information you provide or communication you send to RailPulse via the Site, or by any other means, for any purpose whatsoever, including, but not limited to, developing and marketing products using such information.

Password Protected Portions of the Site

Certain portions of this Site may be protected by password and intended for the use of our registered customers and/or partners only. Access to the password-protected portions of this Site without authorization from RailPulse is strictly prohibited. In addition, any and all content or information that you or your company access or obtain via the password-protected portions of the Site (including, without limitation, any password used to access those portions of the Site and any pricing or financial information obtained from those portions of the Site) is, and must be treated as, strictly confidential proprietary information and a trade secret of RailPulse. Accordingly, such content or information must not be disclosed and must be protected using the same standards of protection that you or your company use to protect your or your company’s trade secrets and confidential information, but in no case, less than commercially reasonable means of protection.

Third-Party Web Sites Not Covered

This Site may contain links to other third-party web sites that are not owned or controlled by RailPulse ("Third-Party Sites"). RailPulse has no control over, and assumes no responsibility for, the products, services, content, privacy policies or practices of any institutional or Third-Party Sites.

In addition, RailPulse is unable to censor or edit the content of any Third-Party Site. By using the Third-Party Site, you expressly release RailPulse from any and all liability arising from your use of any such Third-Party Site. Accordingly, we encourage you to review the terms and conditions and privacy policy of each other web site that you visit.

If you decide to access any Third-Party Site linked to this Site, you do so entirely at your own risk. Any questions, complaints, or claims related to any product or service provided by a third party on a Third-Party Site should be directed to the applicable third party.

References that we make to names, marks, products, or services of third parties or hypertext links to third-party websites or information do not constitute or imply our endorsement, sponsorship, or recommendation of the third party. We do not monitor or control the content of any Third-Party Sites linked to or from the Services, and are not responsible for the content of any Third-Party Sites linked to or from the Services or the terms of use or privacy practices employed by those other websites.

Any information shared with or collected by a Third-Party Site is not subject to our Privacy Policy and is likely subject to a third party’s privacy policy and terms of use. We recommend that you carefully review the terms and policies of all websites that you visit before sharing information over the Internet.

ACCESS TO THIS SITE

RailPulse hereby grants you a limited, personal, non-exclusive, fully revocable license to use and access this Site as set forth in this Terms of Use, provided that:

  1. You will not distribute any part of this Site in any medium without our prior written authorization;
  2. You will not alter, disassemble, decompile, reverse engineer, or otherwise modify any part of this Site other than as may be reasonably necessary to use the Services for its intended purpose; and
  3. You will otherwise comply with this Terms of Use.

You agree not to delete, change, or modify in any way the copyright notices or trademarks contained on this Site.

Portions of this Site may require registration. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We may restrict, suspend or terminate your access to this Site at any time if we believe that you have breached these Terms. Any such restriction, suspension or termination will be without prejudice to any rights which we may have against you in respect of your breach of these Terms.

PROHIBITED USES

You agree that you will not use this Site or any features offered through the Services:

  1. To promote information that you know is false or misleading or to promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  2. To further or promote any criminal activity or enterprise, including without limitation, harassment, stalking, copyright infringement, patent infringement, or theft of trade secrets;
  3. To solicit, collect, or assemble personal information for commercial or unlawful purposes;
  4. In any way that violates any applicable federal, state, local, or international law or regulation;
  5. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content
  6. to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
  7. to impersonate or attempt to impersonate RailPulse, a RailPulse employee, another user, or any other person or entity,
  8. with any device, software, or routine that interferes with the proper working of the Website;
  9. otherwise attempt to interfere with the proper working of the Website.

INTELLECTUAL PROPERTY RIGHTS

The Service Content and intellectual property rights in this Site, and any copyright in all material stored, displayed and accessible on the Site, together with all information, text, images, video, design, selection and arrangement, is either owned by or licensed to RailPulse, subject to copyright, trademark, patent, trade secret and other intellectual property rights under United States and international laws and conventions. Service Content does not include any user submissions to the Site. We are the owner of the corporate names "RailPulse" and related intellectual property, and such names, marks, and images associated with our corporate name or logo may not be used in connection with any product or service in any manner without our prior written consent.

You do not obtain any ownership interest or intellectual property rights in the Service Content, trademarks, or service marks contained on this Site, and we do not take an ownership interest in telemetry data provided by our customers. The Service Content is provided to you "AS IS" and may not be reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owner.

We reserve all rights not expressly granted in and to the use of this Site and the Service Content. You agree not to engage in the use, copying, or distribution of any of the Service Content other than as expressly permitted herein or as reasonably necessary to use our Services for their intended purpose. You agree not to circumvent, disable or otherwise interfere with:

  1. Security-related features of this Site,
  2. Features that prevent or restrict use or copying of the Services or Service Content, or
  3. Features that enforce limitations on use of this Site or Service Content.

Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THIS SITE, THE SERVICE CONTENT, AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RAILPULSE DOES NOT MAKE AND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED THROUGH THE SITE, AND ANY IMPLIED WARRANTY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THIS SITE, THE SERVICE CONTENT, OR ANY ADVICE OR SERVICES, TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM THAT:

  1. THE SERVICES WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, SECURE OR ERROR-FREE;
  2. DEFECTS IN THE SERVICES WILL BE CORRECTED; OR
  3. THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

RAILPULSE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY INSTITUTION OR THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEB SITE.

LIMITATION OF LIABILITY

In no event shall RailPulse, its officers, directors, employees, affiliates, subsidiaries, agents, licensors, contractors, other partners or suppliers be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:

  1. Any indirect, special, incidental, or consequential damages that may be incurred by you, and any damages, harm, or injury that relates to, arises out of, or results from the use of, access to, or the inability to use, any of the information or materials on this Site;
  2. Any loss of data, income, business, or profits (whether direct or indirect) that may be incurred by you; and
  3. Any claim, damage, or loss which may be incurred by you as a result of:
    1. The availability of this Site and/or any other third-party web sites,
    2. Any reliance placed by you on any advertising, products, services or other content or materials on, or available from, this Site or any third-party web site; or
  4. Any of your transactions with third parties.

The limitations on our liability to you above shall apply whether or not we have been advised of the possibility of such losses or damages arising. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

INDEMNITY

You agree to indemnify and hold harmless RailPulse, its officers, employees, agents, subsidiaries, licensors, contractors, suppliers, affiliates and other partners, from and against any and all claims, actions, demands, damages, losses, expenses, liabilities or settlements, including without limitation reasonable legal and accounting fees, resulting from, or alleged to result from, your conduct using the Services, your violation of this Terms of Use or, or your violation of any other legal notices or guidelines.

ABILITY TO ACCEPT TERMS OF USE

You affirm that you are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Terms of Use, and to abide by and comply with this Terms of Use. This Site is not intended for children under the age of thirteen (13). If you are under 13 years of age, then please do not use this Site and exit now.

ASSIGNMENT

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by RailPulse without restriction.

GOVERNING LAW, LOCATION

New York Law Governs

This Terms of Use shall be governed by the laws of the State of New York, excluding its conflicts of law principles, and the applicable federal laws of the United States of America. All disputes arising under, or in any way connected with use of this Site, shall be litigated exclusively in the state and federal courts residing in the State of New York, and in no other court or jurisdiction. You hereby submit to the jurisdiction of the state and federal courts sitting in the State of New York.

Services Operated in the United States

RailPulse controls and operates this Site from its offices in the United States, and we make no representation that this Site or any Services are appropriate or available for use beyond North America. If you use this Site or any Services from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. This Site may describe programs and services that are available only in the United States (or only parts of it). We reserve the right to limit the availability of this Site and the Services and/or the provision of any content, programs, service, or other feature described or available on this Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, service, or other feature that we provide.

SEVERABILITY

If any provision of this Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Terms of Use, which shall remain in full force and effect. No waiver of any term of this this Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Terms of Use shall not constitute a waiver of such right or provision.

TERMINATION/EXCLUSION

We reserve the right, in our sole discretion, to revoke, restrict, suspend or terminate any and all privileges associated with accessing this Site for any reason or for no reason whatsoever including improper use of this Site or failure to comply with this Terms of Use or any other notices or guidelines, and to take any other action we deem appropriate. Any such revocation, restriction, suspension or termination will be without prejudice to any rights which we may have against you in respect of your breach of these Terms.

USER SUGGESTIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information provided by you to RailPulse are not confidential and you grant us a worldwide, royalty-free perpetual license to distribute, publish, modify, edit or otherwise use your submissions. We shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise without any acknowledgement of or compensation to you.

ENTIRE AGREEMENT

These Terms of Use, the Privacy Policy , and any other legal notices, usage rules, conditions or guidelines located within the Services constitutes the sole and entire agreement between you and RailPulse regarding your use of the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site and Services.

QUESTIONS; COMMENTS

If you have any questions or comments on this Site or the Services or become aware of misuse of this Site or the Services by any person, please contact us at support@railpulse.com.