Effective Date: November 1, 2026
Last Updated: November 1, 2026
Version 2026.6. Download as PDF. This Agreement sits on top of the Licence Agreement, the Data Processing Agreement and the Terms of Service; section 13.1 says which controls when they differ.
Version 2026.6, effective 1 November 2026. This Agreement is accepted online by an authorised representative of the Customer, or by paying an invoice that references it, as section 14 describes. Every commercial figure the platform enforces (term length, offices per bureau licence, grace period, service credits, data export window) is stated here exactly as the platform applies it.
This Enterprise Master Subscription Agreement (the "Agreement") is entered into between MigrationPulse Incorporated, with its principal place of business in Fajardo, Puerto Rico, the company that operates MigrationPulse ("MigrationPulse"), and the organization identified at acceptance or on the Order Form ("Customer"). MigrationPulse and Customer are each a "Party" and together the "Parties". The date on which Customer accepts this Agreement is the "Effective Date".
MigrationPulse operates a cloud platform for immigration offices: case management for common immigration filings, client records, a client portal, documents and translations, e-signature, scheduling and video meetings, email, training and AI assistance (the "Platform"). MigrationPulse is software. It is not a law firm, gives no legal advice, represents no one, files nothing with any government agency, and is not affiliated with any government agency. Customer operates, or intends to operate, one or more immigration offices, a service bureau that licenses offices of its own, or both. This Agreement is the master agreement under which Customer buys licences on Order Forms, and it sets out what each Party is responsible for and how each is protected.
1.1 "Affiliate" means an entity that controls, is controlled by or is under common control with a Party.
1.2 "Authorised Users" means Customer's and its Offices' employees and contractors who use the Platform through accounts opened under this Agreement.
1.3 "Bureau Licence" means the right to open and operate one Service Bureau account for a Term, which carries its own allowance of Office Licences, as described in the Licence Agreement.
1.4 "Client Data" means information about an Office's clients and prospective clients, including their cases, identity and immigration documents and the numbers in them, translations, signatures and communications, created or uploaded by an Office or its clients, as defined in the DPA.
1.5 "DPA" means the MigrationPulse Data Processing Agreement published at migrationpulse.app/legal/dpa, as amended in accordance with its terms.
1.6 "Licence Agreement" means the MigrationPulse Service Bureau and Enterprise Licence Agreement published at migrationpulse.app/legal/licensing, version 2026.4 as at the Effective Date, which governs how licences are counted, issued, consumed, renewed and revoked.
1.7 "Office" means an immigration office account opened under an Office Licence bought by Customer, whether run by Customer, by an Affiliate, or by a franchisee or other operator Customer licenses.
1.8 "Office Licence" means the right to open and operate one office account for a Term, as described in the Licence Agreement.
1.9 "Order Form" means the MigrationPulse invoice, checkout confirmation or written schedule stating the licences, fees and Term Customer has bought, as described in Schedule A. Each Order Form is governed by this Agreement.
1.10 "Service Bureau" means an account opened under a Bureau Licence that may itself issue Office Licences from its own allowance.
1.11 "Term" has the meaning in section 4 and the Licence Agreement.
1.12 "Terms of Service" means the MigrationPulse Terms of Service published at migrationpulse.app/legal/terms, which every account on the Platform accepts.
1.13 "Usage Charges" means metered charges incurred by an account for consumption on the Platform (for example AI assistance, translations, identity verification and case file storage), at the rates published at migrationpulse.app/legal/usage-charges and shown in the Platform at the time of use.
2.1 Subscription. Subject to this Agreement and payment of the fees, MigrationPulse grants Customer, for each Term, the right to open and operate the number of Office accounts and Service Bureau accounts stated on the Order Form, and for Authorised Users to use the Platform through them, within the United States and the Commonwealth of Puerto Rico.
2.2 Bureau Licences. Each Bureau Licence carries its own allowance of fifteen (15) Office Licences for the Term, exactly as stated in the Licence Agreement. That allowance belongs to the Service Bureau it opened and does not draw on Office Licences held by Customer. An enterprise that buys five Bureau Licences and twelve Office Licences is buying five bureaus that may each open fifteen offices, plus twelve offices it runs itself.
2.3 Issuing and consuming licences. Licences are issued through the Platform by invitation or grant. A licence is consumed when it is issued and stays consumed for the rest of the Term, whether or not the Office uses it; revoking an Office cuts off its access but does not return the slot; cancelling an invitation before it is claimed does. The Platform shows consumed and remaining counts at all times. Customer confirms it has read section 4 of the Licence Agreement.
2.4 Additional licences. Customer may buy additional Office Licences or Bureau Licences during a Term at the unit prices stated on the Order Form, which do not change during the Term; the prices shown in the Platform for Customer's account are set to them. Where the Order Form states no unit price, the standard rate shown in the Platform for Customer's kind of account applies. Licences bought during a Term run for the remainder of it.
2.5 What is included. Every account opened under this Agreement receives every module of the Platform included in its plan, with no per-user charge. The limit is the number of Offices and Service Bureaus, not the number of Authorised Users.
2.6 Every account accepts the Platform terms. Each Office and Service Bureau opens its own account and must accept the Terms of Service and the DPA before use. Customer will name as each account's owner a person with authority to accept those terms for it.
2.7 Restrictions. Customer will not, and will not permit anyone to: copy, modify or create derivative works of the Platform; reverse engineer or attempt to obtain its source code; resell, sublicense or provide the Platform to anyone other than through Offices and Service Bureaus opened under this Agreement; remove or alter any notice; use the Platform to build a competing product; interfere with its integrity or performance; or use it in breach of the Terms of Service.
3.1 Its Offices. Customer is responsible for every Office and Service Bureau opened under this Agreement, for their compliance with this Agreement, the Licence Agreement and the Terms of Service, and for verifying that each is a legitimate business entitled to provide the immigration services it offers. A breach by an Office or Service Bureau is treated as a breach by Customer for the purposes of section 12.
3.2 Authorisation and professional responsibility. MigrationPulse provides software. It does not practise law, does not represent anyone before any agency or court, files nothing with U.S. Citizenship and Immigration Services, the Department of State, the Executive Office for Immigration Review or any other government agency, and does not review the substance of any case prepared on the Platform. Customer and each Office remain solely responsible for: holding and maintaining every authorisation their work requires, being an attorney's admission to practise law, an accredited representative's accreditation by the Department of Justice and the recognition of the organization the representative works for, or, for a non-attorney office, staying within what the law of each state where it serves clients allows a non-attorney to do and meeting that state's registration, bond, contract, notice and advertising rules; declaring each Office's role in the Platform truthfully and keeping that declaration current; the accuracy of every form and document they prepare; their own contracts with and notices to their clients; and their compliance with the federal and state rules that govern immigration services and the practice of law. The Platform's role settings, publishing checks and templates are tools to help an Office work within its role; they are not legal advice and are not a determination that any service, statement or document is lawful in any state.
3.3 Account security. Customer is responsible for the acts and omissions of its Authorised Users, for protecting credentials, for configuring roles and access within its accounts, and for notifying MigrationPulse promptly of any unauthorised use.
3.4 Its clients and its communications. Customer is responsible for obtaining every consent the law requires before contacting clients or prospects through the Platform, including under the CAN-SPAM Act, for the content of its communications and of anything it publishes, and for meeting the advertising rules that apply to immigration services in each state where it offers them.
3.5 Arrangements with franchisees and operators. Any fee split, support obligation or other arrangement between Customer and an operator of an Office is Customer's alone. An Office is licensed for a flat fee for the Term and keeps the fees it charges its own clients; the Platform takes no percentage of them and records none in Customer's favour. MigrationPulse does not collect, disburse, guarantee or arbitrate anything agreed between Customer and an operator of an Office.
4.1 Licence Terms. A Term runs for twelve (12) months from the day its fees are paid, and ends on the same day of the month one year later. A renewal paid before the current Term ends begins when that Term ends. Licences do not carry over between Terms.
4.2 Renewal. Terms do not renew automatically. MigrationPulse will email Customer at least thirty (30) days before the Term ends, saying when it ends and how to renew, and will send renewal pricing, which may differ from current pricing subject to section 5.6, on the renewal Order Form. If Customer has not renewed before the Term ends, the Platform holds Customer's accounts and their Offices for a grace period of seven (7) days after the Term end, after which the accounts are paused and their licences lapse. Data belonging to a lapsed account is handled under section 12.6.
4.3 Term of this Agreement. This Agreement starts on the Effective Date and continues while any Order Form is in a current Term, or until terminated under section 12.
5.1 Fees. Customer pays the fees on each Order Form. Licence fees are payable in advance. Invoices are due on receipt unless the Order Form states other payment terms. Licences are issued once the invoice is paid; no account is opened before payment clears. A Term begins when the fee is paid and its end date does not move, so an invoice left unpaid shortens the Term it buys.
5.2 Non-refundable. Licence fees are non-refundable, in whole or in part, for the Term in which the licences were issued, including on revocation of an Office, on Customer's termination for convenience, or on MigrationPulse's termination for Customer's breach, except where this Agreement expressly provides a refund.
5.3 Usage Charges. Usage Charges are billed to the account that incurs them, from that account's own prepaid balance on the Platform, at the rates published at migrationpulse.app/legal/usage-charges, which forms part of this Agreement as at the date of acceptance. They are data fees for what an account uses, such as AI assistance, translations, identity verification and case file storage; the published page lists every one that is charged. Customer may fund the balances of its Offices centrally through the Platform and is responsible for the amounts it funds. MigrationPulse may change a data fee, or begin to charge for a service the page lists as not charged, on at least thirty (30) days' notice given through the Platform and by email to Customer's billing contact; a change that passes through an increase from a third-party provider may take effect on shorter notice but is limited to the amount of that increase.
5.4 Late payment. MigrationPulse may charge interest on overdue amounts at one percent (1.0%) per month or the highest rate permitted by law, whichever is lower, and may suspend under section 12.1 after notice. Customer will reimburse reasonable costs of collection.
5.5 Taxes. Fees are exclusive of sales, use, value-added and similar taxes, which Customer pays where applicable, other than taxes on MigrationPulse's income. If Customer is exempt it will provide a valid exemption certificate.
5.6 Price protection. Pricing for a Term already paid does not change during that Term. Renewal pricing for the next Term will not increase by more than ten percent (10%) over the current Term's pricing for the same licences, unless the Order Form says otherwise. A Term is bought one year at a time; the pricing on an Order Form does not change during the Term it buys.
6.1 Ownership and control. Client Data belongs to the Office that created it, and the Office is the controller of it: the Office decides what it collects about its clients and why, and answers to its clients for it. Customer's ability to see an Office's data is limited to what the Platform grants Customer's role and what the Office authorises, and Customer may use what it sees only to support that Office, under the same confidentiality the Office owes its clients. Customer's own business data belongs to Customer. MigrationPulse owns aggregated and de-identified analytics derived from the operation of the Platform.
6.2 Processing. MigrationPulse processes Client Data as a processor under the DPA, on behalf of the Office and only on the documented instructions of the Office and Customer as set out in the Terms of Service and the DPA, and will not use Client Data for its own purposes or sell it.
6.3 Security programme. MigrationPulse maintains administrative, technical and physical safeguards designed to protect Client Data, as described in the DPA and MigrationPulse's security documentation. They include encryption in transit and at rest; a second layer of encryption, applied to the individual field, for identity numbers such as passport and other identity document numbers, Alien Registration Numbers (A-Numbers) and receipt numbers; two-step sign-in with an authenticator app for every staff account; role-based access control; network protections; logging and monitoring. MigrationPulse has not completed a SOC 2 examination as at the Effective Date and makes no representation that it has. MigrationPulse will provide its current security documentation and complete a reasonable security questionnaire once per Term on request, subject to section 9.
6.4 Subprocessors. MigrationPulse may engage subprocessors, including cloud hosting, payment processing, email delivery, identity verification, video meeting and AI providers, and remains responsible for them. A current list is available on request, and MigrationPulse will give notice of material changes as the DPA provides.
6.5 AI-assisted features. The Platform includes AI-assisted features, such as the assistant, drafting translations and summarising meetings, that send the Client Data needed for a request to MigrationPulse's AI subprocessors, which process it only to return the result. MigrationPulse does not permit those subprocessors to use Client Data to train models. Outputs of AI-assisted features are aids that a qualified person must verify before relying on them: an AI translation stays a draft until a named person certifies it, and the assistant's answers on immigration questions are drawn from cited government sources and are not legal advice.
6.6 Breach notification. MigrationPulse will notify Customer without undue delay after becoming aware of a confirmed breach of security leading to the unlawful destruction, loss, alteration or unauthorised disclosure of Client Data or Customer data held by MigrationPulse, and will provide the information reasonably available to help Customer and its Offices meet their own obligations.
6.7 Data location. MigrationPulse hosts the Platform and Client Data in the United States and will not move it outside the United States without notice to Customer.
6.8 Export and deletion. An Office's owner or manager may start an export of the account at any time with one action in the Platform. The export is a compressed file in open formats (tables as CSV and JSON, documents as the original files) and contains: the account's settings and members; client records and contact details; every file uploaded to the account, whether by the Office or by its clients, including case files; the case records (each case with its stages, the people on it, its checklist, dates, notes and translations); e-signature envelopes with their audit trails and the signed documents; client portal messages; identity verification records (their results and details); signature requests and engagement letters; notes, tasks and appointments; and communication logs. Identity numbers held in encrypted fields are left out of it. The export does not include meeting recordings; MigrationPulse will provide a copy of those to the Office on written request. Each export can be downloaded for thirty (30) days after it is built. When an account ends, its data is not deleted automatically: MigrationPulse keeps it, protected as before, and deletes it when the Office asks in writing, except what the law requires MigrationPulse to keep and the records the DPA says are kept for a fixed period.
7.1 Availability. MigrationPulse commits to a Monthly Uptime Percentage of at least 99.9% for every paid plan, measured continuously and published at migrationpulse.app/status. If the Monthly Uptime Percentage falls below 99.9% in a calendar month, Customer may claim a service credit against future fees of 10% of the Monthly Fee if availability was at or above 99.0%, 25% if at or above 95.0%, and 50% if below 95.0%, by written claim within thirty (30) days of the end of the affected month. "Monthly Fee" means one twelfth of the annual fees under the affected Order Form. Credits are not redeemable for cash and will not exceed the Monthly Fee for the affected month. The exclusions in section 13 of the Terms of Service apply, except that failures of MigrationPulse's hosting, database or other infrastructure providers count against the commitment. Service credits are Customer's sole remedy for a failure to meet this commitment, except that Customer may terminate under section 12.3 for chronic failure.
7.2 Support. Support channels, hours and target response times are set out in Schedule B.
7.3 Maintenance and changes. MigrationPulse will give at least forty-eight (48) hours' notice of scheduled maintenance and will schedule it outside United States business hours where practicable. MigrationPulse may improve, add to or change the Platform during the Term provided it does not materially reduce the core functionality Customer's Offices use for case preparation, client documents and client communication, and will give at least sixty (60) days' notice before retiring a module in general use.
7.4 Prepared, not filed. The Platform helps an Office prepare forms and documents for its own review. It has no online filing step and files nothing with any government agency: a case is prepared on the Platform, and the Office or its client files it. Forms the Platform fills leave every signature for the person who must sign, and a named person at the Office must review every page before anyone signs. Customer will not represent to its clients or the public that MigrationPulse files cases, gives legal advice, or is affiliated with or approved by any government agency.
8.1 Each Party will keep the other's Confidential Information confidential, use it only for this Agreement, disclose it only to those of its personnel and advisers who need it and are bound to confidentiality, and protect it with at least reasonable care, for the term of this Agreement and three (3) years after, and for as long as it remains a trade secret. "Confidential Information" means non-public information disclosed by a Party that is marked or would reasonably be understood as confidential, including pricing, product plans, security documentation and the terms of this Agreement, but not information that is public through no fault of the recipient, already known to the recipient, independently developed, or received from a third party without restriction. A Party may disclose Confidential Information where the law requires, on notice to the other where lawful. Client Data is governed by section 6 and the DPA rather than this section.
9.1 Once per Term, on at least thirty (30) days' written notice and subject to section 8, MigrationPulse will make available to Customer the information reasonably necessary to demonstrate compliance with the DPA and section 6, in the form of its security documentation, third-party reports it holds, and written answers to reasonable questions. On-site inspection is not included unless required by a regulator with jurisdiction over Customer, in which case the Parties will agree its scope, timing and confidentiality in advance and Customer will bear MigrationPulse's reasonable costs.
9.2 MigrationPulse may verify Customer's compliance with the licence counts on its Order Forms through the Platform's own records, and will invoice for any accounts opened beyond them at the unit prices then in effect.
10.1 MigrationPulse and its licensors own the Platform, its software, designs, documentation and training materials, all improvements, and all aggregated and de-identified analytics derived from its operation. Customer receives only the rights expressly stated in this Agreement.
10.2 Customer owns its brand, marks, domains and business data, and grants MigrationPulse a limited licence to display them within the Platform as Customer configures them, for the Term.
10.3 Suggestions and feedback given by Customer may be used by MigrationPulse without obligation.
10.4 Customer may state that its Offices operate on MigrationPulse and may use MigrationPulse's name and marks for that purpose in a form MigrationPulse has approved in writing. Neither Party will issue a press release naming the other without its written approval. MigrationPulse may list Customer by name and logo as a customer with Customer's written approval, which Customer may withdraw on notice.
11.1 Mutual. Each Party warrants that it is duly organised, has authority to enter this Agreement, and does not breach any other agreement by doing so.
11.2 MigrationPulse. MigrationPulse warrants that the Platform will perform materially as described in its published documentation and that it will provide the Platform with reasonable skill and care. Customer's remedy for breach of this warranty is for MigrationPulse to correct the non-conformity or, if it cannot within a reasonable time, to refund the prepaid fees for the unused portion of the Term for the affected licences, which is Customer's exclusive remedy for that breach.
11.3 Customer. Customer warrants that its Offices are verified as section 3.1 requires, that it and its Offices hold and will maintain the authorisations section 3.2 requires, and that its use of the Platform and its communications comply with law.
11.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", AND MIGRATIONPULSE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MIGRATIONPULSE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT ANY FORM, TRANSLATION OR AI OUTPUT IS CORRECT WITHOUT REVIEW BY A QUALIFIED PERSON, THAT ANY FORM EDITION, FEE OR DATE SHOWN IS CURRENT, OR THAT ANY GOVERNMENT AGENCY WILL ACCEPT OR APPROVE ANY CASE.
11.5 Indemnity by MigrationPulse. MigrationPulse will defend Customer against any third-party claim that the Platform, as provided by MigrationPulse and used in accordance with this Agreement, infringes that third party's United States patent, copyright or trademark or misappropriates its trade secret, and will pay the damages and costs finally awarded or agreed in settlement. MigrationPulse has no obligation for claims arising from Customer's data, content, modifications or combination with anything not supplied by MigrationPulse. If the Platform is or is likely to be enjoined, MigrationPulse may procure the right to continue, modify the Platform so it does not infringe, or terminate the affected licences and refund prepaid fees for the unused portion of the Term.
11.6 Indemnity by Customer. Customer will defend and indemnify MigrationPulse, its officers, directors, employees and agents against any third-party claim, and the resulting damages, costs and reasonable attorneys' fees, arising from: the immigration services Customer or its Offices provide, including any claim that a service was the unauthorised practice of law; Customer's or its Offices' preparation or handling of any case, form, translation or Client Data; Customer's or its Offices' communications with clients or prospects and anything they publish; Customer's or its Offices' breach of this Agreement, the Licence Agreement or the Terms of Service; any arrangement between Customer and an operator of an Office; or Customer's violation of law or professional obligation.
11.7 Procedure. The indemnified Party will give prompt notice of the claim, allow the indemnifying Party to control the defence and settlement, and cooperate reasonably. No settlement that admits fault or imposes obligations on the indemnified Party may be made without its consent, not to be unreasonably withheld.
11.8 Exclusion of indirect loss. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITY, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
11.9 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO MIGRATIONPULSE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.10 Higher cap for security claims. For claims arising from MigrationPulse's breach of section 6 or of the DPA, MigrationPulse's total liability will instead not exceed two (2) times the fees paid by Customer to MigrationPulse under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
11.11 Exceptions. Sections 11.8, 11.9 and 11.10 do not apply to a Party's indemnity obligations under sections 11.5 and 11.6, to Customer's payment obligations, to a Party's breach of section 8, to a Party's infringement or misappropriation of the other's intellectual property, or to liability that cannot be limited by law.
11.12 Insurance. During the term of this Agreement MigrationPulse will maintain commercially reasonable insurance for a business of its kind, including technology errors and omissions cover that includes network security and privacy liability, and will provide certificates of the cover it holds on request.
12.1 Suspension. MigrationPulse may suspend an account or licence on written notice if a fee falls due and is not paid within ten (10) days of notice, if Customer or an Office breaches this Agreement, the Licence Agreement or the Terms of Service in a way that threatens the Platform or other customers, or if continued access presents a legal, security or regulatory risk that cannot be addressed by narrower means. MigrationPulse will limit a suspension to the affected accounts where practicable and lift it promptly once the cause is resolved.
12.2 Termination for cause. Either Party may terminate this Agreement or the affected Order Form on written notice if the other materially breaches it and, where the breach can be cured, fails to cure within thirty (30) days of notice, or immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed that is not discharged within sixty (60) days.
12.3 Chronic service failure. Customer may terminate the affected Order Form on written notice if the Monthly Uptime Percentage falls below 99.0% in any three (3) months of a rolling six (6) month period, and MigrationPulse will refund the prepaid fees for the unused portion of the Term for the affected licences.
12.4 Termination for convenience. Customer may terminate this Agreement or any Order Form at any time on written notice; fees already paid are not refunded. Either Party may decline to renew at the end of a Term without liability, subject to section 4.2.
12.5 Effect on Offices and Service Bureaus. On termination or lapse, the licences under the affected Order Form end and the accounts they opened lose access after the grace period in section 4.2. Because Offices hold client records and cases of their own, MigrationPulse will, on request and where lawfully able, offer an affected Office a direct account with MigrationPulse on its standard terms so it may keep access to its own data. MigrationPulse is not obliged to offer that Office Customer's pricing.
12.6 Transition. After an account ends, its data stays stored under section 6.8, and the Office may ask MigrationPulse for an export of it or for its deletion. On request, MigrationPulse will provide reasonable transition assistance beyond the Platform's export features and section 6.8 at its then-current professional services rates.
12.7 Survival. Sections 1, 3.1, 3.5, 5 (as to amounts accrued), 6, 8, 9.2, 10, 11.4 and 11.8 to 11.11, 12.5 to 12.7, 13 and 14 survive termination.
13.1 Order of precedence. If documents conflict: an Order Form controls over this Agreement on the commercial terms it states; this Agreement controls over the Licence Agreement except on matters of licence mechanics (counting, issuance, consumption, renewal and revocation), where the Licence Agreement controls; the DPA controls on the processing of Client Data; and the Terms of Service control on everything else.
13.2 Notices. Notices must be in writing and sent by email with confirmation of transmission, or by courier. Notices to MigrationPulse go to MigrationPulse Incorporated, Fajardo, Puerto Rico, sales@migrationpulse.app, attention Legal. Notices to Customer go to the email address of the person who accepted this Agreement and to the billing contact on the Order Form, or to addresses later notified in writing.
13.3 Governing law and disputes. This Agreement is governed by the laws of the Commonwealth of Puerto Rico, without regard to conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, seated in Puerto Rico, before a single arbitrator, in English. At either Party's request, hearings and conferences in the arbitration may be held by video conference, and the arbitrator may decide a dispute in which the amount claimed is under fifty thousand dollars ($50,000) on the written submissions alone. The seat of the arbitration remains Puerto Rico. Either Party may seek interim relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
13.4 Assignment. Neither Party may assign this Agreement without the other's written consent, except that either Party may assign it to an Affiliate or to a successor in a merger, acquisition or sale of substantially all its assets on notice to the other, provided the assignee assumes all obligations.
13.5 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations, provided it uses reasonable efforts to resume. Failures of MigrationPulse's hosting, database or other infrastructure providers are not force majeure for the purposes of section 7.1.
13.6 Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship, and neither Party may bind the other.
13.7 Entire agreement; amendment. This Agreement, its Order Forms and Schedules, and the documents it incorporates are the entire agreement on their subject and supersede all prior discussions, proposals and purchase order terms. Amendments must be in writing and agreed by both Parties, except that MigrationPulse may update the Terms of Service, the DPA and the Licence Agreement in accordance with their own terms, and may publish a new version of this Agreement. MigrationPulse will give Customer at least thirty (30) days' notice of a new version that materially reduces Customer's rights, during which Customer may object in writing, in which case the prior version continues to apply to Customer for the remainder of the current Term; otherwise the new version applies from the start of Customer's next Term.
13.8 Severability; waiver. If any provision is held unenforceable it will be enforced to the maximum extent permitted and the rest remains in effect. A waiver must be in writing and applies only to the instance stated.
13.9 No third-party beneficiaries. Offices, Service Bureaus, their operators and their clients are not third-party beneficiaries of this Agreement and have no right to enforce it.
13.10 Electronic records. This Agreement, its acceptance and every Order Form may be made and kept electronically, in accordance with the Electronic Signatures in Global and National Commerce Act, and each is an original.
14.1 How Customer accepts. Customer accepts this Agreement when a person authorised to bind it does any of the following: accepts it online in the Platform or through a link MigrationPulse sends, by typing their name and title and confirming acceptance; or pays an invoice or completes a checkout that references it. Continued use of an account after a new version is published, once the notice in section 13.7 has run, is further acceptance of that version.
14.2 What MigrationPulse records. MigrationPulse records the version accepted, the name, title and email address of the person accepting, the organization named, the date and time, and the network address and browser from which acceptance was given, and sends a copy of the Agreement and that record to the person accepting. That record is conclusive evidence of acceptance absent manifest error.
14.3 Authority. The person accepting represents that they are authorised to bind Customer. If they are not, they accept this Agreement personally, and MigrationPulse may suspend the account until an authorised person accepts.
The Order Form for a programme is the MigrationPulse invoice, checkout confirmation or written schedule that states the following. Where a figure is not stated, the Platform's current price for Customer's account applies.
Business hours are 9:00 to 18:00 Eastern Time, Monday to Friday, excluding United States federal holidays.
| Matter | Channel | Hours | Target first response |
|---|---|---|---|
| Platform unavailable or data at risk (Severity 1) | support@migrationpulse.app with "Severity 1" in the subject, or +1 (787) 468-3300 | 24 hours a day, 7 days a week | 2 hours |
| Feature not working, no workaround (Severity 2) | support@migrationpulse.app | Business hours | 4 business hours |
| Question, request, cosmetic issue (Severity 3) | support@migrationpulse.app | Business hours | 1 business day |
| Licence, billing and account administration | support@migrationpulse.app | Business hours | 1 business day |
Customer may name up to three (3) administrators who may raise Severity 1 and Severity 2 matters. MigrationPulse publishes incident status at migrationpulse.app/status and posts updates there during a Severity 1 incident at least every two (2) hours until resolved. Support covers the Platform; it does not include legal advice or advice on any case.
This Schedule summarises, for reference, the commitments in section 6 and the DPA. It does not add to them.