Terms of Service

1. Definitions

Any capitalized terms not defined in this Section have the meaning given to them where they first appear in this Agreement.

“Applicable Law” means all laws, statutes, ordinances, regulations, and other types of government directives applicable to the access, use, or provision of the Services.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including all Order Forms, Customer Data, and all non-public business, technology, product, roadmap, financial, pricing, and marketing information. Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of any obligation owed to the disclosing party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Data” means data, content, and materials provided by or on behalf of Customer to the Services, including source code metadata, test results, logs, CI configuration, and the personal data of Authorized Users.

“Documentation” means any written instructions, technical documentation, manuals, and other materials made available by BuildPulse related to the Services, which BuildPulse may modify from time to time.

“Installed Software” means any software provided by BuildPulse to be installed by Customer or its Authorized Users solely for use with the Services, including command-line tools, GitHub Actions, and the BuildPulse MCP server.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, service mark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Order Form” means an online or written quote, order form, checkout flow, or other writing prepared by BuildPulse, executed or accepted by Customer, and accepted by BuildPulse that sets forth the specific Services that Customer is authorized to use and the applicable fees, volumes, payment schedule, and initial subscription term. If Customer subscribes through a reseller or marketplace, that reseller’s or marketplace’s applicable ordering document applies solely with respect to the fees, volumes, subscription term, and Services ordered.

“Services” means any BuildPulse products and services made available to Customer, including: (a) the BuildPulse proprietary software, including any software code, utility, application interface, tools, or services related thereto; (b) the Installed Software; (c) any open-source software used by BuildPulse in support of the products and services; (d) the Documentation; and (e) any updates, upgrades, enhancements, improvements, derivative works, and modifications of the foregoing, including the general know-how, performance metrics, analytics, and machine learning developed over time.

“Term” means the period during which BuildPulse has authorized Customer to access the Services as set forth in any applicable Order Form and subsequent Renewal Term(s).

2. Services and Responsibilities

2.1 Provision of the BuildPulse Platform. BuildPulse grants Customer and its authorized employees, contractors, vendors, and consultants (“Authorized Users”) a limited, non-exclusive, non-sublicensable, non-transferable: (a) right to access and use the Services; and (b) if applicable, license to install and use the Installed Software solely in object code form, in each case solely for Customer’s internal business purposes and subject to the terms and conditions of this Agreement. Usernames and passwords to the Services may not be shared or accessed by more than one unique Authorized User. The Services are subject to modification from time to time at BuildPulse’s sole discretion, provided the modifications do not materially diminish the functionality of the Services.

2.2 Data Protection. BuildPulse maintains a commercially reasonable security program designed to: (a) ensure the security and integrity of Customer Data; (b) protect against threats or hazards to the security or integrity of Customer Data; and (c) prevent unauthorized access to Customer Data. To the extent BuildPulse processes Customer personal data subject to the GDPR or other applicable data protection law, the Data Processing Agreement available at https://buildpulse.io/dpa (“DPA”) is incorporated into and governed by this Agreement.

2.3 Restrictions. Customer will not, and will ensure that its Authorized Users will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, copy, create derivative works of, or otherwise attempt to derive the source code, object code, or underlying structures, ideas, or algorithms of the Services or any data related thereto; (b) attempt to probe, scan, or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization, or render any part of the Services unusable; (c) use or access the Services to develop a product or service that is competitive with BuildPulse’s products or services, or engage in competitive benchmarking; (d) share, transfer, distribute, resell, lease, license, sublicense, make available, or otherwise offer the Services on a standalone basis; (e) remove any proprietary notices from the Services or related Documentation; (f) provide any infringing, offensive, fraudulent, or unlawful content in connection with the Services; or (g) use the Services or related Documentation in any manner or for any purpose that violates this Agreement or Applicable Law, or infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person (collectively, the “Restrictions”).

2.4 Privacy and Data Rights. All Customer Data collected through the Services is subject to the Privacy Policy at https://buildpulse.io/privacy. Customer acknowledges that the Services require Authorized Users to share certain information, which may include personal data regarding Authorized Users (such as names, usernames, hashed credentials, email addresses, and online identifiers), solely for the purposes of providing and improving the Services. Customer represents and warrants that it has all rights necessary, including any consents required by Applicable Law, to provide or make available the Customer Data and to permit BuildPulse to use it as contemplated by this Agreement. Customer will not use the Services to transmit to BuildPulse any financial or medical information, or any sensitive personal data (such as government identification numbers, payment card numbers, birth dates, or bank account numbers).

2.5 Suspension. BuildPulse may suspend Customer’s or any Authorized User’s access to the Services immediately: (a) if Customer breaches Section 2 or Section 4, or breaches any other provision and fails to correct that breach within the applicable cure period; or (b) as reasonably necessary to respond to any actual or potential security or availability concern that may affect BuildPulse or its customers or users.

2.6 Customer Responsibilities. Customer is solely responsible for: (a) all uses of the Services under its account, whether or not authorized; (b) all acts and omissions of Authorized Users (any breach of this Agreement by an Authorized User is deemed a breach by Customer); (c) the entry, accuracy, integrity, and legality of Customer Data and the means by which Customer acquires and uses such Customer Data; (d) using commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notifying BuildPulse of any such unauthorized access or use; and (e) determining whether the Services are suitable or sufficient for its business purposes. BuildPulse’s relationship is with Customer and not individual Authorized Users or third parties using the Services through Customer.

2.7 Third-Party Services. Customer’s use of third-party products or services not licensed directly by BuildPulse (“Third-Party Services”) is governed solely by the terms applicable to those Third-Party Services. BuildPulse does not endorse, is not responsible for, and disclaims all liability with respect to Third-Party Services, including their privacy practices and data security. By enabling an integration between the Services and a Third-Party Service (such as GitHub, Slack, Jira, or an AI assistant connected through the MCP server), Customer instructs BuildPulse to share the Customer Data necessary to facilitate that integration. BuildPulse and Third-Party Service providers are not sub-processors of each other.

3. Fees

3.1 Fees. Customer will pay all amounts invoiced or charged by BuildPulse relating to any applicable Order Form, according to the payment schedule set forth therein. Except as otherwise specified: (a) fees are quoted and payable in United States dollars; and (b) payment obligations are non-cancelable and non-pro-ratable for partial periods, and fees paid are non-refundable. BuildPulse may change the fees or applicable charges and institute new charges and fees at the end of the initial term or then-current renewal term, upon forty-five (45) days’ prior notice (fifteen (15) days if the then-current term is one (1) month), which may be sent by email.

3.2 Late Payment. BuildPulse may suspend access to the Services immediately upon notice if Customer fails to pay any amounts at least fifteen (15) days past the applicable due date.

3.3 Taxes. All amounts payable are exclusive of any taxes, levies, duties, or similar government assessments of any nature (such as VAT, GST, excise, sales, use, or withholding taxes). Customer is solely responsible for payment of all such taxes, except for taxes based on BuildPulse’s net income, and will not withhold any taxes from amounts due.

4. Confidential Information and Proprietary Rights

4.1 Proprietary Rights. Except as expressly set forth herein, BuildPulse (and its licensors, where applicable) exclusively retains all right, title, and interest (including all Intellectual Property Rights) relating to the Services and BuildPulse Confidential Information, and Customer exclusively retains all right, title, and interest (including all Intellectual Property Rights) in its Customer Data and Confidential Information.

4.2 Feedback. Customer may from time to time provide BuildPulse suggestions, comments, or other feedback (“Feedback”) regarding the Services. BuildPulse has the full, unencumbered, perpetual, and irrevocable right, without any obligation to compensate or reimburse Customer, to use, incorporate, and otherwise fully exploit any such Feedback in connection with its products and services.

4.3 Confidential Information. Each party will use the Confidential Information of the other party solely in accordance with this Agreement and will not disclose it to any third party without the other party’s prior written consent, except: (a) to its employees, officers, directors, attorneys, auditors, advisors, contractors, and other representatives who have a need to know and are bound by confidentiality obligations consistent with this Agreement; and (b) as required by law, in which case the receiving party will, to the extent legally permitted, limit the disclosure and provide prior written notice. The receiving party will use at least a reasonable degree of care to protect Confidential Information. Each party acknowledges that improper disclosure may cause irreparable harm, and the injured party is entitled to seek immediate injunctive and other equitable relief in addition to all other remedies.

4.4 Performance Metrics and Machine Learning. Customer acknowledges that a fundamental component of the Services is the use of machine learning and performance metrics to provide and improve BuildPulse’s products and services. Notwithstanding anything to the contrary, BuildPulse may collect, use, aggregate, de-identify, and/or anonymize (during and after the Term) information related to Customer’s use of the Services to train its models, monitor performance, create analytics and statistical data, or for any other purpose permitted by Applicable Law. BuildPulse does not use Customer’s confidential source code or Customer Data to train models in any manner that would disclose Customer’s Confidential Information to other customers.

5. Warranties and Disclaimers

5.1 BuildPulse Warranties. BuildPulse represents and warrants that: (a) the Services will, under normal and authorized use in full compliance with this Agreement, perform materially in accordance with the Documentation; and (b) it will not knowingly include in the Services any viruses, disabling devices, trojans, or similar malicious code designed to disrupt, disable, harm, or infect the operation of a network, computer program, or computer system. Customer’s sole and exclusive remedy for a breach of this Section is for BuildPulse to correct the noncompliance or, if it cannot do so within a reasonable period, for Customer to terminate the affected Order Form and receive a pro-rata refund of pre-paid fees for the terminated portion.

5.2 Reciprocal Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

5.3 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5, THE SERVICES AND ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES THAT THE SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, OR BE FREE OF SECURITY DEFECTS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY BUILDPULSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES, INCLUDING ANY AI-GENERATED OUTPUTS, ANALYSES, OR RECOMMENDATIONS, DO NOT CONSTITUTE LEGAL, FINANCIAL, OR ENGINEERING ADVICE AND ARE INTENDED ONLY AS TOOLS TO ASSIST CUSTOMER, WHO IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUTS BEFORE RELYING ON THEM.

5.4 Beta Products. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO USE FREE OR BETA PRODUCTS, FEATURES, OR DOCUMENTATION (“BETA PRODUCTS”). BETA PRODUCTS MAY NOT BE GENERALLY AVAILABLE, ARE PROVIDED STRICTLY “AS IS,” AND ARE NOT SUBJECT TO ANY REPRESENTATIONS, WARRANTIES, INDEMNIFICATION OBLIGATIONS, OR SUPPORT OBLIGATIONS. UNLESS PROHIBITED BY LAW, BUILDPULSE WILL HAVE NO LIABILITY RELATED TO BETA PRODUCTS IN EXCESS OF ONE THOUSAND U.S. DOLLARS ($1,000.00). EITHER PARTY MAY TERMINATE CUSTOMER’S ACCESS TO BETA PRODUCTS AT ANY TIME FOR ANY OR NO REASON.

6. Indemnification

6.1 Indemnification by BuildPulse. BuildPulse will defend Customer against any third-party claim, action, demand, or proceeding (“Claim”) alleging that the use of the Services as permitted hereunder infringes any U.S.-registered third-party trademark or patent, or misappropriates a third party’s trade secret, and will indemnify Customer for damages (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or agreed in settlement by BuildPulse. BuildPulse has no obligation for any Claim arising from: (a) Third-Party Services, Customer Data, or Customer designs, guidelines, or specifications; (b) modifications not made by BuildPulse; (c) combination of the Services with non-BuildPulse applications, products, data, or business processes where the Services alone would not be infringing; (d) continued use after notice of modifications or substitutes that would have prevented the Claim; or (e) use of the Services other than strictly in accordance with this Agreement (collectively, “Excluded Claims”). If the Services become, or are likely to become, the subject of an infringement Claim, BuildPulse may at its option and expense procure the right to continue using the Services, modify or replace them to be non-infringing with comparable functionality, or terminate the affected Order Form and provide a pro-rata refund of pre-paid fees. This Section states BuildPulse’s entire liability, and Customer’s exclusive remedy, for any Claim of infringement or misappropriation.

6.2 Indemnification by Customer. Customer will defend BuildPulse and its officers, directors, employees, and agents against any Claim relating to the Excluded Claims or Customer’s breach of Section 2 (Services and Responsibilities) or Section 4 (Confidential Information and Proprietary Rights), and will indemnify them for any damages finally awarded against BuildPulse, or any settlement approved by Customer, in connection with such Claim.

6.3 Indemnification Procedures. The party seeking indemnification (the “Indemnified Party”) will: (a) promptly notify the other party (the “Indemnifying Party”) in writing of the Claim; (b) give sole control of the defense and settlement to the Indemnifying Party, provided that no settlement may impose any obligation or liability on, or admit wrongdoing by, the Indemnified Party without its prior written consent; and (c) provide reasonable information and assistance at the Indemnifying Party’s expense. The Indemnified Party may join in the defense with its own counsel at its own expense.

7. Limitation of Liability

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S BREACH OF SECTION 2 (SERVICES AND RESPONSIBILITIES), SECTION 3 (FEES), OR SECTION 4 (CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS), OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (A) ANY LOST PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, OR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE OTHERWISE FORESEEABLE; OR (B) ANY AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNTS PAID OR PAYABLE TO BUILDPULSE UNDER THE ORDER FORM GIVING RISE TO LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE LIABILITY. FOR FREE OR EVALUATION USE OF THE SERVICES, BUILDPULSE’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH CLAIMS ARE BROUGHT, AND WILL NOT APPLY ONLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. Termination

8.1 Term. The Term begins on the Effective Date and continues until all Order Forms have expired or been terminated. Except as set forth in an applicable Order Form, the subscription term will automatically renew for successive renewal terms equal to the length of the initial subscription term (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days (fifteen (15) days if the then-current term is one (1) month) prior to the end of the then-current term.

8.2 Termination. Either party may terminate this Agreement or an applicable Order Form upon written notice if the other party commits a material breach and fails to cure it within thirty (30) days after receipt of notice.

8.3 Effect of Termination. Upon termination, Customer’s right to access the Services ceases. Customer may export its Customer Data prior to termination using available Services functionality. Following termination, BuildPulse will delete or de-identify Customer Data in accordance with its retention practices and the DPA, except to the extent retention is required by Applicable Law or for ordinary-course backup.

8.4 Survival. Any terms that by their nature should survive termination will survive, including the Restrictions and terms relating to Confidential Information and proprietary rights, disclaimers, indemnification, limitations of liability, fees accrued prior to termination, and the general provisions below.

9. General

9.1 Export Compliance. Each party will comply with the export laws and regulations of the United States, the European Union, and other applicable jurisdictions. Customer may not export, re-export, or otherwise access the Services in violation of Applicable Law, including in any embargoed country or jurisdiction. Each party represents that it is not named on any U.S. government denied-party list.

9.2 Publicity. Customer agrees that BuildPulse may refer to Customer’s name and trademarks in BuildPulse’s marketing materials and website; however, BuildPulse will not use Customer’s name or trademarks in any other publicity (such as press releases or case studies) without Customer’s prior written consent, which may be given by email.

9.3 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment in violation of this Section is null and void. Subject to the foregoing, this Agreement binds the parties and their successors and assigns.

9.4 Relationship. The parties are independent contractors, and nothing in this Agreement creates any partnership, agency, employment, or joint venture between them. Neither party has authority to bind the other outside the scope of this Agreement.

9.5 Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or unenforceable, that provision will be enforced as nearly as possible in accordance with the parties’ stated intentions, while the remainder of this Agreement remains in full force and effect.

9.6 Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of California and the federal laws of the United States applicable therein, excluding its conflict-of-law provisions. For any dispute or claim related to this Agreement, the parties submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

9.7 Notices. Any notice required or permitted hereunder will be given in writing by personal delivery, certified mail (return receipt requested), or overnight delivery, and is deemed given upon receipt. BuildPulse may provide notice using the contact information on Customer’s account, and Customer may provide notice to legal@buildpulse.io. Notices regarding the Services in general may be given by email to Customer’s email address on record with BuildPulse.

9.8 Force Majeure. Any delay or failure in performance (other than the payment of money owed) will not be considered a breach if it is due to a labor dispute, fire, earthquake, flood, cyber-attack, war, epidemic, governmental action, failure of third-party infrastructure or telecommunications, or any other event beyond the reasonable control of a party, provided the party promptly notifies the other and uses commercially reasonable efforts to resume performance.

9.9 U.S. Government Use. The Services are “commercial computer software” as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred to the United States Government are specified solely in this Agreement, and all other uses are prohibited.

9.10 Changes to These Terms. BuildPulse may update this Agreement from time to time. If BuildPulse makes a material change, it will provide reasonable notice (for example, by posting the updated Agreement with a revised “Last updated” date or by email). Customer’s continued use of the Services after the effective date of a revised Agreement constitutes acceptance of the changes.

9.11 Entire Agreement. This Agreement, together with any Order Forms, the Privacy Policy, and the DPA, constitutes the entire agreement of the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No different or additional terms in any purchase order or vendor form issued by Customer will have any force or effect. In the event of any conflict between this Agreement and an applicable DPA, the DPA governs with respect to its subject matter. For purposes of this Agreement, “including” and “such as” mean “including without limitation.”