Terms of Service

This Terms and Conditions agreement (the "Agreement") is a legal contract between Pace Systems ("Company") and you, the customer ("Customer"), governing your access to and use of the Pace Comply software-as-a-service platform (the "Service"). By using or accessing the Service, or by executing an order form or other agreement that references these Terms (an "Order Form"), Customer agrees to be bound by this Agreement. If an individual is accepting this Agreement on behalf of an organization, that individual represents and warrants that they have the authority to bind that organization to these Terms. This Agreement is effective as of the date Customer first uses the Service or the effective date stated on an Order Form, whichever is earlier. Company and Customer are each a "Party" and collectively the "Parties."

1. Services and Support

Provision of Services

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with access to the Pace Comply Service as described in the applicable Order Form. The Service provides tools for policy management and compliance analysis, delivered in a software-as-a-service (SaaS) model. Customer's right to use the Service is non-exclusive and limited to Customer's internal business purposes.

Onboarding and Access

Customer will provide any information reasonably required by Company to set up and maintain the Service for Customer (such as identification of an administrative user and necessary account information). Company will enable Customer's access to the Service after execution of an Order Form and will provide standard onboarding assistance or documentation to facilitate Customer's use of the Service.

Service Updates

Customer acknowledges that Company may update or modify the features and functionality of the Service from time to time. Company will not materially reduce the core functionality of the Service during a subscription term. In the event of any material change, Company will use reasonable efforts to notify Customer in advance. Maintenance updates, bug fixes, and other improvements will be provided at Company's discretion as part of the Service.

Support

Company will provide Customer with standard support for the Service in accordance with Company's prevailing support policies. While Company strives to keep the Service available and error-free, no specific uptime or availability guarantee is provided under this Agreement (see Section 6 for warranty disclaimers). Scheduled maintenance or downtime will be communicated in advance when feasible, and Company will use reasonable efforts to schedule maintenance during off-peak hours.

2. Customer Responsibilities and Use Restrictions

Customer agrees to the following responsibilities and limitations on use of the Service:

Compliance with Laws

Customer represents and warrants that it will use the Service only in compliance with this Agreement and all applicable laws and regulations. Customer is solely responsible for ensuring that its use of the Service (including any Customer Data as defined below) does not violate any laws or regulations, including but not limited to data privacy, export control, and intellectual property laws.

Restrictions on Use

Customer shall not, and shall not permit any third party to, directly or indirectly:

• Reverse Engineering: Attempt to decompile, disassemble, reverse engineer, or otherwise discover the source code, object code, or underlying structure, ideas, or algorithms of the Service or any software, documentation or data related to the Service ("Software").
• Modifications and Derivatives: Modify, translate, or create derivative works based on the Service or Software, except to the extent expressly permitted in writing by Company.
• Unauthorized Sharing: Use the Service or Software for timesharing, service bureau, or outsourcing purposes, or otherwise make the Service available for the benefit of any third party not authorized by Company, except as expressly permitted by this Agreement or an Order Form.
• Proprietary Notices: Remove or obscure any proprietary notices or labels on the Service or Software, including copyright notices, watermarks, or brand features.
• Malicious Use: Use the Service to transmit any viruses, worms, malware, or any other harmful or malicious code, or engage in any activity that disrupts or otherwise interferes with the Service or the networks or systems of Company or its other customers.
• Unlawful Materials: Upload or transmit via the Service any information or content that is unlawful, defamatory, infringes intellectual property or privacy rights of any party, or otherwise violates any third-party rights.

Export Compliance

Customer shall not remove or export (or allow the export or re-export of) the Service, Software, or any technical data related to the Service, in violation of any applicable export control laws and regulations of the United States or other jurisdictions. This includes, without limitation, compliance with U.S. Department of Commerce export restrictions and the regulations of the Office of Foreign Assets Control (OFAC). Customer represents that neither it nor any User is located in or a national of any embargoed or restricted country for which use of the Service would violate applicable law.

User Accounts and Access

Customer is responsible for safeguarding the credentials (user IDs and passwords) for all accounts that have been provided access to the Service under Customer’s control. Customer shall designate one or more authorized administrative users who will manage Customer’s users and permissions within the Service. Customer is responsible for all activities that occur under its user accounts (whether performed by Customer’s employees, contractors, or other agents), and shall promptly notify Company of any unauthorized access or use of the Service of which it becomes aware.

Equipment and Connectivity

Customer is responsible for obtaining and maintaining at its own expense all equipment, software, and ancillary services needed to access or use the Service. This includes, without limitation, computers, internet access, network devices, and browser software. Customer is also responsible for ensuring that its network and systems comply with the specifications that Company may provide for using the Service. Company shall not be responsible for any delays or inability to use the Service caused by Customer’s internet connectivity, hardware, or third-party services.

Customer Data Responsibility

"Customer Data" means all data, information, files, and documents that Customer (or its authorized users) uploads, transmits, or enters into the Service. Customer retains all rights and responsibility for the legality, reliability, integrity, accuracy, and quality of Customer Data. Customer warrants that it has all necessary rights, consents, and permissions to provide the Customer Data to Company for processing in connection with the Service. Customer shall not upload any confidential or sensitive data to the Service unless it has the legal right to do so and such upload is in compliance with all applicable laws. Company is not responsible for any deletion, correction, destruction, damage, loss, or failure to store any Customer Data that is caused by Customer’s actions or omissions or by any third-party services or utilities engaged by Customer.

Indemnification

Customer agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, judgments, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's use of the Service in violation of this Agreement or applicable law; (ii) any Customer Data or other content provided by Customer that infringes or misappropriates any intellectual property right or violates any privacy or other rights of a third party; or (iii) any breach of Customer's representations, warranties, or obligations under this Agreement. Company will promptly notify Customer of any such claim and will reasonably cooperate (at Customer's expense) with Customer in the defense or settlement of such claim. Customer shall have the right to control the defense and settlement of any indemnified claim, provided that any settlement that admits liability of or imposes obligations on Company shall require Company's prior written consent.

U.S. Government Rights

The Software and related documentation are deemed to be "commercial computer software" and "commercial computer software documentation" pursuant to applicable Federal Acquisition Regulations (FAR) and agency supplements. If Customer is an agency, department, or other entity of the U.S. Government, use of the Service, Software, and documentation is subject to the restrictions of this Agreement under FAR 12.212 (for civilian agencies) and DFAR 227.7202 (for military agencies). All U.S. Government users acquire the Service and documentation with only those rights set forth herein. In accordance with Federal law, any use, duplication, or disclosure by the U.S. Government that is not explicitly permitted by this Agreement is prohibited.

3. Confidentiality and Proprietary Rights

Definition of Proprietary Information

During the course of this Agreement, each Party may disclose or make accessible to the other Party certain non-public information that is confidential or proprietary. “Proprietary Information” means all confidential or proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether in oral, written, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the context of disclosure. Proprietary Information of Company includes, without limitation, non-public information regarding the features, functionality, security, architecture, pricing, and performance of the Service, as well as any software (including source and object code), algorithms, technical documentation, roadmaps, and product plans. Proprietary Information of Customer includes, without limitation, Customer Data and any business or technical information that Customer provides to Company in connection with this Agreement. The terms and conditions of any Order Form (including pricing) are also considered Proprietary Information of both Parties.

Confidentiality Obligations

The Receiving Party agrees to use the Disclosing Party’s Proprietary Information only for the purposes of fulfilling its obligations or exercising its rights under this Agreement, and for no other purpose. The Receiving Party shall not disclose or permit access to the Disclosing Party’s Proprietary Information to any third party, except to its own employees, contractors, or advisors who need to know such information for the Receiving Party to perform its obligations or exercise its rights under this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party shall protect the confidentiality of the Disclosing Party’s Proprietary Information using the same degree of care that it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care. Except as expressly set forth in this Agreement, no license or right to the Disclosing Party’s Proprietary Information is granted or implied hereunder.

Exceptions

The obligations in this Section 3 will not apply to any information that the Receiving Party can demonstrate:

Public Domain

Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party (and without violation of any obligation of confidentiality owed to the Disclosing Party);

Prior Knowledge

Was already known to the Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party;

Third-Party Source

Is lawfully obtained by the Receiving Party from a third party not under an obligation of confidentiality and without restriction on use or disclosure;

Independently Developed

Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Proprietary Information, as evidenced by written records; or

Legally Required Disclosure

Is required to be disclosed by law, regulation, or valid court or governmental order, provided that (to the extent legally permitted) the Receiving Party gives prompt written notice to the Disclosing Party of such requirement and cooperates with the Disclosing Party’s reasonable requests, at the Disclosing Party’s expense, to contest or limit the scope of such required disclosure.

Duration of Confidentiality

Each Receiving Party’s duty to protect the Disclosing Party’s Proprietary Information commences upon disclosure and shall continue for a period of five (5) years from the date of last disclosure under this Agreement. However, any trade secrets (as defined by applicable law) or highly sensitive information of the Disclosing Party shall be protected indefinitely (or for as long as permitted by applicable law) unless one of the above-listed exceptions applies.

Customer Data Ownership

As between the Parties, Customer retains all rights, title, and interest in and to the Customer Data. Company acquires no ownership of Customer Data by virtue of this Agreement. Customer Data will be considered Customer’s Proprietary Information under this Agreement. Customer hereby grants Company and its subcontractors a non-exclusive, worldwide, royalty-free right and license to host, use, copy, transmit, and process Customer Data solely as necessary to provide the Service and perform Company’s obligations under this Agreement. Company will use Customer Data only in accordance with this Agreement and Customer’s instructions (including any applicable Order Form or Statement of Work) and will not disclose Customer Data to any third party except as permitted herein or as required by law.

Company Intellectual Property

1. Customer acknowledges that the Service, Software, and all related inventions, algorithms, technology, know-how, documentation, and intellectual property (including any enhancements, improvements, or modifications made thereto) are the exclusive property of Company and its licensors. Company (and/or its licensors) shall own and retain all rights, title, and interest in and to:
2. the Service and Software, including all related intellectual property rights, and all copies, modifications, translations, and derivative works thereof (by whomever created);
3. any software, tools, applications, or other technology or materials developed or provided by Company as part of any implementation services, customization, or support; and
4. all feedback, suggestions, enhancement requests, or other input provided by Customer or its users relating to the Service (“Feedback”), as well as any inventions or improvements that Company develops based on such Feedback or on its analysis of Customer’s use of the Service. To the extent any ownership rights in or to the Service or related intellectual property might vest in Customer (by operation of law or otherwise), Customer hereby assigns and agrees to assign all such rights to Company.

Rights Reserved

No rights or licenses are granted to Customer by Company hereunder other than those expressly granted in this Agreement. Customer is only permitted to use the Service and Company’s intellectual property as explicitly authorized in this Agreement or an Order Form. Company reserves all rights not expressly granted. Customer shall not take any action inconsistent with Company’s ownership of its intellectual property.

Data Usage and Aggregate Insights

Notwithstanding anything to the contrary, Customer agrees that Company shall have the right to collect and analyze data and information (including metadata) relating to the provision, use, and performance of the Service and related systems and technologies. This includes, for example, information concerning Customer Data and how the Service is used or performs. Company may use such data and information (during and after the term of this Agreement) to improve and enhance the Service, develop new features, optimize performance, and for other legitimate business purposes (including analytical insights and research), provided that when doing so, Company shall not disclose any of Customer’s Proprietary Information to other parties in a way that identifies Customer or any individual, and shall not violate applicable privacy laws. Any aggregated or anonymized data that does not identify Customer or any natural person shall not be deemed Confidential Information and may be used freely by Company for any lawful purpose.

4. Fees and Payment

Fees

Customer agrees to pay all fees specified in each Order Form or other ordering document for the Service and any related implementation or professional services (the "Fees"). Except as otherwise provided in an Order Form, fees for the Service are typically charged on a subscription basis (e.g., monthly or annual subscription fees) and are due in advance of each subscription period. Any one-time or usage-based fees (such as fees for additional users, storage, or features exceeding the subscribed plan limits) will be invoiced as incurred or as otherwise specified in the Order Form.

Invoicing and Payment Terms

Company will issue invoices for Fees to Customer (electronically or via mail) at the billing frequency stated in the Order Form (e.g., monthly, annually, or as otherwise agreed). Payment is due within thirty (30) days from the invoice date unless a different schedule is specified in the Order Form. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information. If Customer requires a purchase order or other reference number on its invoice, Customer shall promptly provide such information to Company and acknowledges that any delay in providing a required purchase order will not extend the payment due date.

Overdue Payments

Any amount not paid by Customer by the due date (and not subject to a good-faith dispute as described below) shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Customer shall be responsible for all reasonable costs of collection for overdue amounts, including attorneys’ fees and other legal expenses. In addition to charging interest on late payments, Company reserves the right to suspend the Service (after providing notice to Customer of the late payment and an opportunity to cure of at least 10 business days) if Customer’s account becomes more than thirty (30) days overdue. Suspension of the Service shall not release Customer from its payment obligations under this Agreement.

Disputed Charges

If Customer believes that Company has billed an amount in error, Customer must contact Company in writing at [email protected] (or such other contact provided by Company for billing disputes) within sixty (60) days of the invoice date in question to request an adjustment or credit. The notice of dispute should include reasonable details regarding the nature of the dispute. Company will investigate the claim and, if the charges were in fact erroneous, issue a credit or corrected invoice. Customer agrees to pay all undisputed portions of any invoice on time while the parties work in good faith to resolve any billing disputes.

Fee Increases

Subscription fees are subject to change at the start of each renewal term. Company may modify the fees or introduce new fees for the upcoming renewal term by providing at least thirty (30) days' prior notice to Customer before the end of the then-current term (which notice may be provided by email or through the Service). If Customer does not agree to the fee change, Customer may elect to not renew the Service as described in Section 5. If Customer does not give notice of non-renewal, the revised fees shall apply for the renewal term. No fee increase will be applied retroactively to a term already in effect except with Customer’s consent or as expressly stated in the Order Form.

Taxes

All Fees are exclusive of taxes, levies, and duties. Customer is responsible for all applicable federal, state, local or international taxes, assessments or duties (collectively, "Taxes") that may be imposed in connection with this Agreement or the Services, other than taxes based on Company’s net income. If Company is required to collect or pay any Taxes for which Customer is responsible, Company will invoice the amount of such Taxes to Customer, and Customer shall pay such Taxes to Company (unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority). Customer shall indemnify and hold Company harmless from any deficiency, penalty, or interest imposed on Company as a result of any incorrect or incomplete information provided by Customer regarding Tax exemptions.

5. Term and Termination

Term of Agreement

This Agreement commences on the Effective Date and will continue for the initial subscription term specified in the Order Form (the "Initial Term"). The Initial Term may be a month-to-month term, one year, or multiple years, as set forth in the Order Form.

Renewal

Upon the expiration of the Initial Term, this Agreement (and the corresponding subscription to the Service) will automatically renew for successive renewal terms equal in duration to the Initial Term (e.g., monthly, annually, etc.), unless either Party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. If no Initial Term is specified (for example, in a month-to-month plan without a specified end date), the Agreement will continue until terminated as permitted herein. Renewals will be charged at the then-current subscription Fees unless otherwise specified in the Order Form or as adjusted pursuant to Section 4 (Fees and Payment).

Termination for Convenience

Customer may choose not to renew the Service as described above, or may terminate a month-to-month subscription by providing at least thirty (30) days’ written notice to Company (such termination effective at the end of the current monthly billing period or as otherwise agreed). If Customer has prepaid for a fixed term and elects to terminate prior to the end of that term (outside of an uncured breach by Company as described below), such termination will not entitle Customer to any refund of Fees for the unused portion of the term, except where prohibited by law or expressly stated in an Order Form.

Termination for Breach

Either Party may terminate this Agreement (including any or all Order Forms) for cause upon thirty (30) days’ prior written notice to the other Party of a material breach of this Agreement (or a relevant Order Form) by the other Party, provided that such termination will not take effect if the breaching Party cures the breach within the 30-day notice period. Notwithstanding the foregoing, Company may terminate this Agreement (or, at its discretion, suspend Customer’s access to the Service) immediately upon written notice if Customer fails to pay any Fees within fifteen (15) days after written notice of nonpayment, or if Customer breaches Section 2 (Use Restrictions) or Section 3 (Confidentiality) of this Agreement. There shall be no cure period for breaches of payment obligations or violations of use restrictions or confidentiality, unless Company expressly provides an opportunity to cure in writing.

Effect of Termination

Upon expiration or termination of this Agreement for any reason, Customer’s right to access and use the Service will immediately cease. Company may immediately deactivate Customer’s account(s) and prevent further access to the Service. Customer agrees to promptly discontinue use of the Service and any Company Proprietary Information upon termination. Provided that Customer has paid all amounts due under this Agreement, and upon Customer’s written request, Company will make available for download any Customer Data stored in the Service (in a commonly accessible format) that has not been already deleted, if such request is made within thirty (30) days after termination. After such 30-day period, Company may, without liability, delete or destroy any Customer Data in its possession, unless legally prohibited. Customer is advised to export or backup its Customer Data prior to the effective date of termination or expiration.

Survival

The following provisions shall survive any expiration or termination of this Agreement: Sections 2 (Customer Responsibilities and Use Restrictions) (with respect to accrued obligations and ongoing restrictions), 3 (Confidentiality and Proprietary Rights), 4 (Fees and Payment) (with respect to any amounts due and owing), 5 (Term and Termination) (with respect to accrued rights and the survival clause itself), 6 (Warranty and Disclaimers), 7 (Limitation of Liability), 8 (Miscellaneous), and any other clauses which by their nature or terms are intended to survive. Termination of this Agreement shall not prejudice any rights or remedies that either Party may have accrued up to the date of termination.

6. Warranty, Disclaimers, and Service Limitations

Service Performance Warranty

Company represents that it will use reasonable efforts consistent with prevailing industry standards to provide the Service in a manner that endeavors to minimize errors and interruptions and to perform any agreed implementation or support services in a professional and workmanlike manner. Customer understands and agrees that the Service is a complex software platform that may not be completely free of errors or bugs, and that occasional downtime for maintenance or emergency repairs may occur. Company will make reasonable attempts to schedule planned outages for maintenance during non-business hours and, when practicable, will provide advance notice to Customer of any scheduled downtime.

No Guarantee of Results

Customer acknowledges that Company does not guarantee any specific results or outcomes from use of the Service. In particular, Company does not warrant that use of the Service will ensure Customer’s compliance with any laws, regulations, or standards. The Service is a tool to assist with policy management and compliance analysis, but Customer remains solely responsible for interpreting applicable requirements and for implementing and maintaining its own compliance programs. Any reports, recommendations, or guidance provided by the Service (including via any AI-driven analysis or chat assistant) are for informational purposes only and do not constitute legal advice or an assurance of compliance. Customer should consult its own professional advisors for legal or regulatory advice tailored to Customer’s obligations.

Beta Features

If Customer is given access to any beta or trial features in the Service (features clearly identified as beta, pilot, limited release, or evaluation), such features are provided "as-is" for evaluation and experimentation only, may be unsupported or subject to additional terms, and may be discontinued at any time. These beta features are provided without any warranties whatsoever, and any use of them is at Customer’s sole risk.

Disclaimer of Warranties

Except as expressly set forth in this Agreement, the Service (including any implementation or support services), and all Software, documentation and other materials provided by Company are provided “AS IS” and “AS AVAILABLE”, without warranty of any kind. Company and its suppliers and licensors expressly disclaim all warranties, whether express, implied, or statutory, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or arising from course of dealing or usage of trade. Company does not warrant that the Service will be uninterrupted, error-free, or completely secure; nor does Company make any warranty as to the accuracy, completeness, or results that may be obtained from the Service. Customer assumes all responsibility for selecting the Service to achieve its intended results, and for the use and results of the Service. No oral or written information or advice provided by Company or its authorized representatives shall create any warranty not expressly stated in this Agreement.

Third-Party Components and Integrations

Customer acknowledges that the Service may use or interoperate with third-party software, services, or data (for example, cloud hosting providers or AI engines) that are not under Company’s control. Company makes no warranties of any kind as to such third-party services or components, and disclaims all liability for any downtime, limited functionality, or other issues attributable to those third-party services. Customer’s use of third-party products or services in connection with the Service is subject to the terms of service or license of those third parties, and Company is not responsible for any acts or omissions of such third parties.

Remedies

1. Customer’s sole and exclusive remedy for any failure of the Service to perform in accordance with the warranties stated in this Section 6 is, at Company’s discretion, either
2. re-performance or correction of the deficient Service, or
3. if Company fails to cure the breach after a reasonable number of attempts, termination of the affected Service and a prorated refund of any pre-paid Fees covering the unused portion of the subscription term for the deficient Service from the date of termination. This remedy is only available if Customer notifies Company in writing of the deficiency within thirty (30) days of its occurrence and Company is able to verify the deficiency. The remedies in this Section are exclusive and in lieu of all other remedies for warranty claims.

7. Limitation of Liability

Indirect Damages

To the maximum extent permitted by law, in no event shall Company, its affiliates, or its suppliers be liable to Customer or any third party for any incidental, indirect, special, consequential, or exemplary damages whatsoever, arising out of or related to this Agreement or Customer’s use of (or inability to use) the Service, whether such claim is based in warranty, contract, tort (including negligence), or otherwise, even if Company has been advised of the possibility of such damages. This disclaimer includes, without limitation, damages for loss of profits, loss of revenue, loss of goodwill, loss or corruption of data, business interruption, procurement of substitute services, or any other commercial or economic loss of any kind.

Direct Damages Cap

Company’s total cumulative liability (including attorneys’ fees awarded under this Agreement) to Customer for any and all claims arising from or in connection with this Agreement or the Service (whether in contract, tort, strict liability, or any other legal theory) shall not exceed the total amount of Fees actually paid by Customer to Company under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim. If no Fees were paid (for example, during a free trial period), Company’s liability for any damages shall not exceed USD $100.00.

Exceptions

The limitations and exclusions of liability in this Section 7 shall not apply to liability for bodily injury or death caused by Company’s gross negligence or willful misconduct, or to any liability which cannot be excluded or limited under applicable law (such as certain statutory liabilities). Additionally, the provisions of this Section 7 shall not limit Customer’s payment obligations or its liability arising from its indemnification obligations in Section 2, or from its infringement of Company’s intellectual property rights.

Allocation of Risk

The Parties acknowledge that the pricing and terms of this Agreement reflect the allocation of risk between the Parties and that Company would not enter into this Agreement without these limitations on its liability. Customer acknowledges its responsibility to maintain appropriate insurance to mitigate potential losses as needed.

Failure of Essential Purpose

Customer agrees that the limitations of liability set forth in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Multiple Claims

All claims arising out of or related to the same general facts or circumstances shall be considered a single claim for purposes of the liability cap. Multiple claims will not enlarge the cap.

Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so the disclaimers and limitations in this Agreement shall apply to the maximum extent permitted by applicable law. Nothing in this Agreement is intended to limit any rights that Customer may have which may not be lawfully limited.

8. Miscellaneous

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Each Party agrees to submit to the personal and exclusive jurisdiction of the courts located within the State of Illinois for the purpose of resolving any dispute or claim arising out of this Agreement, provided that nothing in this section will prevent either Party from seeking injunctive relief in any competent jurisdiction to protect its intellectual property or confidential information.

Entire Agreement; Order of Precedence

This Agreement, together with all Order Form(s) and any addenda or exhibits referenced herein or therein, constitutes the entire agreement between Customer and Company regarding the Service and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof. In the event of any conflict between the terms of this Agreement and an Order Form, the terms of the Order Form shall prevail (but only with respect to the specific Service or transaction described in that Order Form). Any additional or conflicting terms proposed by Customer in any purchase order or other document (apart from the described Order Form and its exhibits) shall be void and of no effect unless expressly agreed to in writing by an authorized representative of Company.

Amendments and Waivers

Except as expressly provided herein, any modification or amendment to this Agreement must be in writing and signed by duly authorized representatives of both Parties. No waiver of any right under this Agreement will be effective unless in writing and signed by an authorized representative of the Party waiving the right. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision. A waiver on any one occasion shall not be construed as a waiver of any other provision or of the same provision on any other occasion.

Assignment

Customer may not assign or transfer this Agreement, in whole or in part, nor delegate any of its rights or obligations hereunder, to any third party (including through a change of control, merger, or sale of assets) without Company’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this section will be null and void. Company may assign or transfer this Agreement (in whole or in part) without Customer’s consent as part of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets to which this Agreement relates, or to any affiliate or as part of an internal corporate restructuring. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.

Relationship of Parties

The Parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, franchise, or employment relationship between the Parties. Neither Party has the authority to bind or incur obligations on behalf of the other Party without express written consent. There are no third-party beneficiaries to this Agreement; this Agreement is intended solely for the benefit of the Parties and their permitted assigns.

Notices

All notices, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given and effective: (a) when delivered personally (with written confirmation of receipt); (b) when sent by email or facsimile to the addresses or numbers specified by the Parties (with confirmation of successful transmission or receipt); (c) one business day after being sent by a reputable overnight courier with tracking capabilities; or (d) three business days after being sent by certified or registered mail, return receipt requested, postage prepaid, to the addresses designated by the Parties. Either Party may change its notice address by giving notice to the other Party in accordance with this section. For clarity, routine operational communications (such as support or billing communications) may be sent via email to the contacts provided by Customer, but any legal notices alleging breach, termination of the Agreement, or indemnifiable claim must be delivered in accordance with the formal notice requirements in this section.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible to effect the Parties’ intent, or if incapable of such enforcement, shall be deemed modified to the minimum extent necessary to make it enforceable (or, if necessary, severed from this Agreement). All other provisions of this Agreement shall remain in full force and effect, and the validity or enforceability of such provision in any other jurisdiction shall not be affected.

Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations (except for payment obligations) under this Agreement if such failure or delay is due to causes beyond its reasonable control, such as acts of God, war, terrorism, civil unrest, governmental regulations, pandemic, strikes or labor disputes (not involving the employees of the affected Party), failure or interruption of electrical, telecommunications or Internet services, or other similar causes (each a "Force Majeure" event). The affected Party shall give prompt notice to the other Party of the occurrence of such an event and shall use commercially reasonable efforts to resume performance as soon as possible. The time for performance of the affected obligation shall be extended by a period equal to the duration of the Force Majeure event. If a Force Majeure event continues for more than thirty (30) days, either Party may terminate this Agreement upon written notice to the other, without further liability (except that Customer will remain responsible for paying for Services actually provided up to the date of termination).

Prevailing Party Attorneys’ Fees

In the event of any legal action or proceeding (including arbitration or appeal thereof) brought by either Party against the other Party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief granted.

Authority

Each person signing or accepting this Agreement on behalf of a Party represents that they are duly authorized by that Party to sign this Agreement and to bind the Party to its terms. Each Party has full power and authority to enter into and perform this Agreement, and the execution and performance of this Agreement does not conflict with any other agreement to which the Party is bound.

Headings and Interpretation

The headings of sections and subsections in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision. As used in this Agreement, “including” means “including without limitation”, and words importing the singular include the plural and vice versa. This Agreement shall not be construed against the drafting Party but shall be interpreted in accordance with the fair meaning of its terms.

Counterparts and Electronic Signatures

If this Agreement (or any Order Form) is executed manually, it may be executed in counterparts, each of which will be deemed an original and together will constitute one and the same instrument. Signatures delivered by facsimile, PDF, or other electronic format shall be deemed binding as if they were original signatures. If assent to this Agreement is provided electronically (for example, through a "click-through" acceptance or electronic signature service), such electronic acceptance will have the same force and effect as a manual signature of this Agreement.

Contact Information

If Customer has any questions about this Agreement or wishes to provide notice to Company hereunder, please contact Pace Systems at:

By using the Service or signing an Order Form, Customer acknowledges that it has read and understood this Agreement and agrees to be bound by its terms.