Sign in

Terms of Service

Last updated: May 7, 2025

These Terms of Service (“Terms”) govern your access to and use of the services, websites, applications, and content (collectively, the “Services”) provided by Gradient Pulse Solutions (“we,” “us,” or “our”). By accessing or using our Services, you (“you” or “Client”) agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Definitions

  • “Agreement” means these Terms and any order form, statement of work, or proposal referencing these Terms.
  • “Client Data” means all data, text, images, or other materials you provide in connection with the Services.
  • “Deliverables” means any work product we prepare and deliver to you pursuant to a statement of work.
  • “Fees” means the charges payable by you under this Agreement.

2. Acceptance & Scope

  1. These Terms apply to all Services we provide. Any conflict between these Terms and a signed written agreement will be resolved in favor of the signed agreement.
  2. Services begin once you sign our proposal or we send you a confirmation email.

3. Services & Deliverables

  1. We will perform the services and deliverables described in one or more statements of work (each, an “SOW”).
  2. We reserve the right to subcontract or delegate tasks, provided we remain responsible for performance.
  3. Unless otherwise specified, Deliverables are delivered electronically and become your property upon full payment.

4. Client Responsibilities

  1. You will provide all information, access, and approvals necessary for us to perform the Services in a timely manner.
  2. Delays caused by your failure to cooperate may result in revised timelines or additional Fees.

5. Fees & Payment

  1. Fees will be set forth in each SOW. Unless otherwise stated, all amounts are in USD.
  2. Invoices are due within 30 days of receipt. Late payments incur interest at 1.5% per month (or the maximum permitted by law).
  3. You are responsible for all taxes associated with the Services, excluding taxes on our net income.

6. Changes & Cancellations

  1. Any change to scope must be approved in writing via a change order. Additional work will incur additional Fees.
  2. You may cancel a project with 14 days’ written notice; in such case you pay for work completed through the cancellation date.

7. Confidentiality

  1. Each party will treat the other’s Confidential Information (non‑public business or technical information) with the same care it uses to protect its own, but no less than reasonable care.
  2. Confidential Information does not include information that is (a) publicly known without breach, (b) independently developed, or (c) rightfully received from a third party.

8. Intellectual Property

  1. Our Background IP. We retain all rights to any of our pre‑existing code, templates, methodologies, or tools used in providing Services.
  2. Deliverables. Upon full payment, we grant you a perpetual, worldwide, royalty‑free license to use the Deliverables for your internal business purposes.
  3. License to Client Data. You grant us a non‑exclusive, royalty‑free license to use Client Data solely to perform the Services.

9. Warranties & Disclaimers

  1. We warrant that we will perform Services in a professional and workmanlike manner.
  2. EXCEPT AS STATED ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

10. Limitation of Liability

  1. Cap on Liability. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES YOU HAVE PAID IN THE 12 MONTHS PRECEDING THE CLAIM.
  2. Exclusion of Consequential Damages. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to indemnify, defend, and hold us harmless from any third‑party claims arising out of (a) your breach of this Agreement, (b) your misuse of the Deliverables, or (c) your violation of applicable laws.

12. Term & Termination

  1. Term. This Agreement begins on the Effective Date and continues until all Services are complete or terminated.
  2. Termination for Cause. Either party may terminate if the other party materially breaches and fails to cure within 30 days of notice.
  3. Effect of Termination. Upon termination, you pay for all Services performed and Deliverables delivered through the termination date. Sections on confidentiality, intellectual property, warranty disclaimers, limitation of liability, and indemnification survive termination.

13. Governing Law & Dispute Resolution

  1. These Terms are governed by the laws of the State of Montana without regard to conflict‑of‑law principles.
  2. Any dispute will first be referred to senior executives for negotiation. If unresolved within 30 days, parties agree to binding arbitration in Billings, MT, under the American Arbitration Association rules.

14. Changes to Terms

We may update these Terms at any time by posting a revised version on our website with a new “Last updated” date. Changes will apply to Services ordered after the update.

15. General Provisions

  1. No Waiver. Failure to enforce any right is not a waiver of future enforcement.
  2. Severability. If any provision is unenforceable, the remainder remains in effect.
  3. Entire Agreement. These Terms, together with all SOWs, constitute the entire agreement and supersede all prior agreements and understandings.

Contact Us
For questions about these Terms, please contact us at:
Email: [email protected]