Terms of Use

1. Acceptance and eligibility

You must be at least eighteen (18) years of age, or the age of majority in the jurisdiction where you reside, whichever is greater, to use the Service. If you create an account or use the Service on behalf of an organization, employer, lab, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" refers to both you individually and that entity. You may not use the Service if you are barred from receiving it under applicable law.

2. Account

You are responsible for all activity that occurs under your account, for the accuracy of the information you provide at sign-up and thereafter, and for maintaining the confidentiality of your credentials. You agree to notify us promptly of any unauthorized access to or use of your account. We may, in our sole discretion and without liability, refuse to register, suspend, or terminate any account that we believe violates these Terms, applicable law, or the rights of others.

3. The Service is in active development

You acknowledge and agree that the Service is in active and ongoing development. Features may be added, changed, replaced, deprecated, or removed at any time, with or without notice. Data formats, schemas, storage locations, and processing behaviors may change. We may, in our sole discretion, modify, suspend, limit, or discontinue all or any portion of the Service at any time, temporarily or permanently, without liability to you. You acknowledge that errors, defects, downtime, data corruption, and data loss are reasonably foreseeable consequences of using software in active development, and you accept those risks as a condition of using the Service.

4. Your content; license to us

As between you and Pace Technologies, you retain ownership of the data and materials you submit to the Service, including samples, recipes, etchants, micrographs, studies, notes, and other content (your "Content"). You grant Pace Technologies a worldwide, non-exclusive, royalty-free, transferable, and sublicensable (solely to our service providers acting on our behalf) license to host, store, reproduce, process, transmit, display, analyze, and otherwise use your Content for the purposes of:

• operating, maintaining, securing, supporting, troubleshooting, and improving the Service;
• developing new features, products, and services;
• generating analytics, insights, and internal reporting; and
• informing the product, marketing, and sales activities of Pace Technologies and its product lines, including decisions about which customers to contact, when to contact them, and what to offer them.

We do not sell, rent, or share your Content with any third party for that third party's own purposes, and we do not license your Content to anyone outside Pace Technologies and our service providers, who are bound by contract to use it solely on our behalf. Our handling of personal information is further described in our Privacy Policy.

5. Acceptable use

You agree that you will not, and will not permit any third party to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• upload, transmit, or store any content that is unlawful, infringing, defamatory, obscene, or that contains malware, viruses, or other harmful code;
• upload, transmit, or store any data that is subject to a specialized regulatory regime for which the Service is not designed, including without limitation protected health information governed by HIPAA, technical data subject to ITAR or EAR export controls, classified or otherwise restricted government information, payment card data subject to PCI DSS, special categories of personal data under GDPR (such as data revealing racial or ethnic origin, political opinions, religious beliefs, biometric data, or health data), or any other data the storage or processing of which would impose specific compliance obligations on us, in each case without our prior written consent;
• attempt to gain unauthorized access to the Service, to other users' accounts, or to any underlying systems or data;
• reverse engineer, decompile, disassemble, scrape, or otherwise attempt to derive the source code, structure, or non-public elements of the Service, except to the limited extent applicable law expressly prohibits this restriction;
• resell, sublicense, time-share, or otherwise commercially exploit the Service, or use the Service to provide services to any third party, without our prior written consent;
• use the Service to develop, train, or evaluate any competing product or service; or
• interfere with, disrupt, or impose an unreasonable load on the Service or its infrastructure.

We may investigate suspected violations and take any action we determine appropriate, including suspending or terminating access, removing Content, and cooperating with law enforcement.

6. Service availability; no backups provided

The Service is provided on an "as is" and "as available" basis. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of data loss. We do not provide any service-level commitment, uptime guarantee, or backup-and-restore service. You are solely responsible for maintaining your own backups, exports, and offline copies of any Content or other information you cannot afford to lose. To the maximum extent permitted by law, Pace Technologies has no liability for any loss, corruption, or unavailability of Content, whether caused by us, by our service providers, by you, by third parties, or by force majeure.

7. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT, MATERIALS, AND OUTPUT MADE AVAILABLE THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PACE TECHNOLOGIES SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

The Service is a record-keeping tool. It is not a substitute for, and you must not rely on it as, professional metallurgical, engineering, safety, regulatory, or legal advice. You are solely responsible for the methods, materials, equipment, and procedures used in your laboratory and for the safety of your personnel.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PACE TECHNOLOGIES OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE LEGAL THEORY, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU ACTUALLY PAID PACE TECHNOLOGIES FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100). YOU AGREE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PACE TECHNOLOGIES, AND THAT THEY APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUED OR IT WILL BE PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW THAT CANNOT BE WAIVED BY AGREEMENT.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages; in those jurisdictions, the foregoing exclusions and limitations apply only to the extent permitted by law.

9. Indemnification

You agree to defend, indemnify, and hold harmless Pace Technologies, its officers, directors, employees, agents, and service providers from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service, (b) your Content, (c) your breach of these Terms or violation of any applicable law, or (d) your violation of the rights of any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses.

10. Termination

You may stop using the Service and request deletion of your account at any time by emailing us at the address below. We may suspend or terminate your access to all or part of the Service at any time, with or without notice, for any reason or no reason, including if we believe you have violated these Terms or if we are required to do so by law. Upon termination, your right to use the Service ends, and we may delete your account and Content. Sections that by their nature should survive termination (including ownership and license provisions, disclaimers, limitations of liability, indemnification, governing law, and these general provisions) will survive.

11. Fees and changes to fees

The Service, or specific features of it, may be made available at no charge or for a fee, as we determine and publish from time to time. We may, in our sole discretion, introduce fees for the Service or any feature, change the amount or structure of any fee, change which features are free or paid, introduce or modify subscription tiers, or discontinue any free tier. We will provide reasonable advance notice through the Service or by email of any change that would materially affect your continued use, including at least thirty (30) days' notice to paying users of any fee increase. We may also issue, modify, or revoke promotional codes, complimentary access, and other discounts in our sole discretion. If you do not agree to a new or changed fee, your sole remedy is to stop using the affected feature or to terminate your account. Except where required by applicable law, all fees paid are non-refundable.

12. Changes to these Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Service or by email before they take effect. Your continued access to or use of the Service after the effective date of the revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, your sole remedy is to stop using the Service.

13. Force majeure

Pace Technologies will not be liable for any failure or delay in performance of the Service due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, telecommunications or internet outages, failures of third-party service providers, or any other event of force majeure.

14. Governing law; venue

These Terms, and any dispute arising out of or related to them or the Service, are governed by the laws of the State of Arizona, USA, without regard to its conflict-of-laws principles. The exclusive venue for any such dispute is the state and federal courts located in Pima County, Arizona, and you and Pace Technologies each consent to the personal jurisdiction of those courts.

15. General

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Pace Technologies regarding the Service and supersede any prior or contemporaneous understandings. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign or transfer these Terms or any of your rights under them without our prior written consent; we may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. There are no third-party beneficiaries to these Terms.

16. Contact

Pace Technologies Corporation
pace@metallographic.com