Terms and Conditions

These Terms and Conditions ("Terms") form a legal agreement between you and 10128256 Manitoba Ltd., operating as Northstar Pulse. They govern your use of our website and, together with any order form, proposal, or statement of work you sign with us, your use of our services. Please read them carefully. If you do not agree, do not use the Site or the Services.

01Acceptance of these terms

By accessing or using northstarpulse.com (the "Site") or by engaging us for any service, you agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, and any other policy referenced here. If you accept on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" includes that entity.

02Definitions

"Northstar Pulse", "we", "us", and "our" mean 10128256 Manitoba Ltd. operating as Northstar Pulse. "Services" means the lead generation, AI outreach and follow-up, voice and chat agent, SEO, web design, and custom AI implementation services we agree to provide. "Order" means a proposal, order form, statement of work, or written engagement that references these Terms. "Deliverables" means the work product we provide to you under an Order. "Client Data" means data you provide to us or that we process on your behalf under an Order.

03Eligibility and authority

You must be at least the age of majority in your jurisdiction and capable of forming a binding contract to use the Services. The Services are intended for business use. You are responsible for all activity under your account and for anyone you allow to use the Services through you.

04Our services

We provide the Services described in your Order. We may use our own methods, tools, software, and third-party platforms to deliver them. Unless your Order says otherwise, we control the manner and means of performing the Services, and we may improve, modify, or substitute the tools and platforms we use, provided the Deliverables meet the description in your Order. Timelines we give are estimates and depend on your timely cooperation and the availability of third-party platforms.

05No guarantee of results

Results depend on many factors outside our control, including your offer, pricing, market, response times, follow-through, budget, sales ability, industry conditions, and the policies and performance of third-party platforms. Any figures, case studies, testimonials, examples, or projections shown on the Site or in our proposals describe past outcomes for specific clients or illustrate what is possible. They are not a promise or guarantee that you will achieve the same or similar results. You accept that your results may be lower, and you are solely responsible for your own business decisions and outcomes. See our Disclaimer for more.

06Your responsibilities

To let us deliver the Services, you agree to:

• give us accurate, complete, and lawful information, access, materials, and approvals on time;
• hold all rights and consents needed for any content, contact lists, data, and materials you provide, and confirm they do not infringe any third-party rights;
• comply with all laws that apply to your business and to the outreach we run for you, including anti-spam, telemarketing, consumer protection, advertising, and privacy laws, as described in our Acceptable Use Policy;
• obtain and maintain any licenses, registrations, and consents your business requires;
• review Deliverables and outreach content, and remain responsible for messages sent under your name or brand; and
• keep your own backups of your data and credentials.

Delays or failures caused by your not meeting these responsibilities are not our responsibility, and we may adjust timelines and fees accordingly.

07Third-party services and platforms

The Services rely on third-party platforms, software, and networks that we do not own or control, such as hosting, email and messaging providers, telephony, advertising networks, search engines, customer relationship tools, and AI model providers. Your use of those platforms is subject to their terms. We are not responsible for the acts, omissions, availability, pricing changes, policy changes, suspension, or termination of any third-party platform, or for any loss caused by them. If a third-party platform changes or ends a service we rely on, we will work with you in good faith to adapt, but we are not liable for the change.

08Artificial intelligence disclaimer

Some Services use artificial intelligence, including automated outreach, voice and chat agents, and generative models. AI systems can produce output that is inaccurate, incomplete, outdated, biased, or unexpected, and they may behave differently over time. We do not warrant that AI output will be accurate, appropriate, or fit for any particular purpose.

You are responsible for reviewing and approving how AI is configured to represent your business, for the content it sends on your behalf, and for supervising its use. You agree not to rely on AI output as a substitute for professional judgment, and to keep a human in the loop for decisions that carry legal, financial, medical, or safety consequences. We are not liable for decisions you or your customers make based on AI output.

09Fees, payment, and refunds

You agree to pay the fees stated in your Order. Unless stated otherwise, fees are in Canadian dollars, are exclusive of applicable taxes, and are due on the schedule in your Order. Recurring fees continue until the engagement is cancelled as set out in your Order. You authorize us and our payment processor to charge your chosen payment method for amounts due.

Third-party costs, such as advertising spend, platform subscriptions, telephony, and data, are your responsibility and are billed at cost or paid by you directly, as your Order describes. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend the Services for non-payment. Except where required by law or expressly stated in your Order, fees are non-refundable, including setup and work already performed, because our costs are incurred as work is done.

10Intellectual property and license

We own all rights in our pre-existing materials, methods, software, templates, workflows, models, configurations, and know-how, and in anything we create that is not a client-specific Deliverable. On full payment of the fees for an Order, we grant you a non-exclusive, non-transferable license to use the Deliverables for your internal business purposes. We may reuse general skills, techniques, and non-client-specific components on other projects. The Site and its content, including text, design, graphics, logos, and the Northstar Pulse name and marks, are owned by or licensed to us and are protected by law. You may not copy, modify, distribute, or create derivative works from them without our written permission.

Unless you opt out in writing, you agree that we may reference your business name and logo and describe the work at a high level as a portfolio or case study, without disclosing your confidential information.

11Your content and materials

You keep ownership of the content, data, and materials you provide. You grant us a license to host, copy, process, and use them as needed to provide the Services. You represent that you have the rights and consents needed to grant this license and that your content and instructions are lawful and do not infringe any third-party rights. We may remove or refuse to use any content or instruction that we reasonably believe is unlawful, infringing, or in breach of these Terms or our Acceptable Use Policy.

12Confidentiality

Each party may receive confidential information of the other. Each party agrees to use the other's confidential information only to perform under these Terms, to protect it with reasonable care, and not to disclose it except to personnel and contractors who need it and are bound by similar obligations, or as required by law. This does not apply to information that is public through no fault of the receiving party, already known, independently developed, or lawfully received from a third party.

13Acceptable use

Your use of the Site and Services must comply with our Acceptable Use Policy, which is incorporated into these Terms. Breach of that policy is a breach of these Terms and may result in suspension or termination.

14Disclaimer of warranties

We disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Site or Services will be uninterrupted, error-free, secure, or free of harmful components, that any result will be achieved, or that any third-party platform will remain available. Some jurisdictions do not allow certain warranty exclusions, so parts of this section may not apply to you.

15Limitation of liability

To the fullest extent permitted by law, Northstar Pulse and its owners, directors, officers, employees, and contractors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or anticipated savings, arising out of or related to the Site, the Services, or these Terms, whether based in contract, tort, negligence, strict liability, or any other theory, even if advised of the possibility.

These limits reflect the allocation of risk between us and are a basis of the bargain. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you; in that case our liability is limited to the maximum extent permitted.

16Indemnification

You agree to defend, indemnify, and hold harmless Northstar Pulse and its owners, directors, officers, employees, and contractors from and against any claims, demands, liabilities, damages, losses, and costs, including reasonable legal fees, arising out of or related to: your use of the Site or Services; your content, data, instructions, or contact lists; your products, services, and business; your breach of these Terms or any law; and any outreach sent on your behalf that violates anti-spam, telemarketing, privacy, advertising, or consumer protection laws. We will notify you of any claim and may participate in the defense with our own counsel at our expense.

17Term and termination

These Terms apply while you use the Site or Services and until your engagement ends as set out in your Order. Either party may terminate an Order as that Order provides. We may suspend or terminate your access to the Site or Services immediately if you breach these Terms, fail to pay, or use the Services in a way that creates risk or legal exposure. On termination, you must pay all amounts owed for work performed up to termination. Sections that by their nature should survive, including fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, survive termination.

18Force majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics, war, civil unrest, labor disputes, government action, power or internet failures, cyberattacks, and failures or changes of third-party platforms.

19Governing law and jurisdiction

These Terms and any dispute arising out of or related to them, the Site, or the Services are governed by the laws of the Province of Manitoba and the federal laws of Canada that apply there, without regard to conflict of laws rules. Subject to the dispute resolution section below, you agree to the exclusive jurisdiction of the courts located in Winnipeg, Manitoba, and you waive any objection to venue in those courts.

20Dispute resolution

Before starting any formal proceeding, the parties agree to try in good faith to resolve any dispute by negotiation, and, if that fails, by mediation in Winnipeg, Manitoba. If the dispute is not resolved within sixty days, either party may refer it to final and binding arbitration administered under the rules of a recognized Canadian arbitration body, seated in Winnipeg, Manitoba, and conducted in English, unless the parties agree otherwise or the law requires a court. Each party bears its own costs unless the arbitrator decides otherwise. Nothing in this section prevents either party from seeking urgent injunctive relief from a court to protect its intellectual property or confidential information. To the extent permitted by law, disputes will be resolved on an individual basis, and not as a class or representative proceeding.

21General

These Terms, together with your Order and the policies referenced here, are the entire agreement between you and us about their subject and replace any prior discussions. If your signed Order conflicts with these Terms, the Order controls for that engagement. If any provision is found unenforceable, the rest stays in effect and the provision is limited to the minimum extent needed. Our failure to enforce a right is not a waiver. You may not assign these Terms without our written consent; we may assign them to an affiliate or successor. Notices to us should be sent to the contact below; notices to you may be sent to the email or address you provide. Headings are for convenience only.

22Changes to these terms

We may update these Terms from time to time. When we do, we will change the "Last updated" date above. Material changes will take effect when posted, and your continued use of the Site or Services means you accept the revised Terms. If you do not agree, stop using the Site and Services.

23How to contact us