Terms of Service

Effective Date: July 1, 2023

General

Please read these Terms of Service ("Terms") and the Privacy Policy available at pacifytech.com/privacy carefully before using application programming interfaces ("APIs"), web applications, and websites (together "Services") operated by Pacify Technologies, LLC ("us," "we," "our" or "Pacify"), a Massachusetts Limited Liability Company.

Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms, a legally binding contract between you and Pacify. We're incorporating our Privacy Policy by reference into these Terms. These Terms apply to all visitors, customers, end users, and others (together "you") who wish to access the Services. By accessing the Services, you agree to be bound by these Terms and agree that they are reasonable. You should not access the Services if you disagree with the Terms.

We will establish pricing and terms for using our products at the customer level through Product-level Agreements (or "PLAs"). PLAs can vary from customer to customer and, once executed, shall supplement these Terms and our Privacy Policy. Product-level Agreements shall supersede these Terms if there's a conflict. Once executed, PLAs grant customers a non-exclusive, non-transferable, non-sublicensable license to use the products in the Agreements.

Supplemental terms may apply in certain areas, such as state or city-specific standards, and shall supersede these Terms if there's a conflict.

Our Products

Pacify Pitch and Pacify Edge ("Product" or together "Products") of Pacify are APIs and web applications that grant potential and current customers ("Customer" or "Customers") access to Pacify's data ("Data" or "Content"). Pacify may store its Data on our servers or compute Data in real-time when Customers request it through our APIs or web applications. When we calculate Data in real-time, there may be a short delay in our delivery. Customers should be aware of potential delays and comply with our recognized integration methods when accessing our APIs.

Our AI platform relies on our proprietary algorithms, data from third parties, and our Customers' inputs for our automatic feature measurements and classifications. The term AI does not imply a certain level of ingenuity or complexity. If data is unavailable for specific locations or the drawn roof outlines we receive from Customers are inaccurate or don't line up with the data from third parties, it will impact our ability to deliver Data to our Customers.

All our automatic feature measurements and classifications are computer generated and may not be accurate. Users should not rely on any Data provided by our Products but take steps to validate our outputs independently. By using our Products, you acknowledge that Pacify's automated detection and measuring of property features, including but not limited to roof features, may be wrong. Pacify is not liable for lower or higher figures provided to end consumers if the platform overestimates or underestimates feature characteristics at a property. Customers should contact Pacify if they believe that our estimates are not accurate. Pacify intends to correct errors found in its automated detections but cannot guarantee adjustments within a specific timeframe.

Any 3D models provided by Pacify may not accurately characterize a property. Customers and end users should not assume that an area on a 3D model represents a specific square footage.

When using our Services, you may not upload or remove any content that disrupts access to the Services or impact their functionality, including viruses or other harmful software. You may not use the APIs, web applications, or websites to post offensive, objectionable, or false material or to obtain unauthorized access to our Products. Pacify reserves the right to restrict access to the Services and to take steps available by law to protect the integrity of our Services.

Confidentiality

The Data accessed through our Products is proprietary, and Customers should only share the Data with the end consumers who requested the Data. Customer employees needing access to the Data to perform their duties should treat it as confidential. Customers must protect our Data from unauthorized access or disclosure with the same care as the Customer's confidential information. Unless disclosure is required by law, we'll use reasonable efforts to protect any information that a Customer has noted as confidential. 

Attribution

Customers will display any attribution that Pacify provides through the Services, including branding, logos, and trademark notices. Customers will not modify, obscure, or delete such attribution without our approval.

Free Trial

Pacify may allow you to access one or more of our Products during a free trial period. If we do so, you agree to be bound to these Terms and restrict your access to testing activities. You agree that we have the sole authority and discretion to determine the period for testing and evaluating the Products. The Products are offered as-is during the free trial, without any warranty or liability, to the extent permitted by law.

Our Communications

By becoming a Customer, you agree to subscribe to newsletters and other promotional information we may send via email. However, you may opt out of receiving these communications by following the instructions in the email or by contacting us. You may not, however, unsubscribe from non-marketing communications such as legal notices.

You also grant us the right to identify you as a Customer in public or private communications with potential or current Customers.

Customer Purchases

Suppose your company wishes to use any Product ("Purchase"). In that case, we'll ask you to provide certain information relevant to your Purchase, which may include, without limitation, contact information, company details, credit card number or other payment information, the expiration date of the credit card, billing address, and tax identification information. We'll also request a signed Product-level Agreement.

You represent and warrant that (i) you have the legal right to use the credit card or other payment methods in connection with any Purchase; that (ii) the information you supply to us is true, correct, and complete; and (iii) you have the authority to execute the Product-level Agreement on behalf of your company.

We may employ third-party services to help us complete Purchases, including services that facilitate communication, payment, and execution of agreements. By submitting your information, you grant us the right to provide the information to these third parties or agree to provide the data directly to the third parties.

If Pacify is required to collect taxes for its Products, Pacify may include the taxes on its regular invoices or send a separate invoice to its Customers. In certain situations, we may need to collect fees and relevant sales taxes at the time of the sale. You agree to pay the taxes in addition to subscription or usage fees.

Product-level Agreements generally include a subscription term of one year but could have various durations. Payment is ordinarily due in full before the subscription term begins. By default, we assume that you plan to renew your subscription at the end of each period and will typically contact you before expiration to discuss any changes to the PLA. If you do not intend to renew your subscription, please let us know as soon as possible, but no less than 30 days before the term ends.

Product-level Agreements may have usage-based terms instead of subscription-based terms. Whether the fees outlined in your Product-level Agreement are subscription or usage-based, you agree to pay invoices within 15 days of receipt to avoid disruption to Service. If you disagree with an invoice, you should contact us via email before the payment due date. Once we resolve the issue, payment is due within 15 days.

If you are dissatisfied with our Products, please get in touch with us. We'll do our best to address your issue. If you are still unsatisfied after we've had an opportunity to address your matter, you may cancel your subscription before your term ends. We generally will not refund you for any unused portion of your subscription but may make an exception at our sole discretion

Availability, Errors, and Inaccuracies

We will use reasonable efforts to maintain our Services' availability, accuracy, and completeness, but there's no guarantee we'll succeed. We may experience delays before updating our Services. The Services may contain errors or may not be complete or current. Therefore, we reserve the right to change or update information and correct errors, inaccuracies, or omissions without prior notice. We will perform major Service updates outside of regular business hours when possible. Our goal is to minimize any disruption to our Customers' use of our Products and Services.

We also plan to improve our Products with regular updates. To minimize the impact on our Customers, we'll aim to keep newer versions of our Products compatible with previous versions and to inform Customers if updates may cause compatibility issues.

We may integrate with third-party applications or use third-party applications such as cloud storage to provide our Services to you. While we try to monitor third-party services, we cannot guarantee that their products or services will be available or error-free. You acknowledge that Pacify is not liable for any third-party applications, including any loss of profits, revenue, data, goodwill, or other intangible losses. We reserve the right to change or remove third-party applications without prior notice.

Comments and Feedback

Pacify welcomes and requests comments and feedback on improving our platform and Services. If you submit feedback, we will presume that your submission was voluntary and delivered to us without any restrictions. You agree that Pacify has no obligation to you regarding any feedback you submit to us and that we can freely use your feedback without any attribution or compensation to you.

By posting comments or feedback through the Services, you grant us the right and license to use, modify, publicly display, reproduce, and distribute such content on and through the Services. You agree that this license includes the right for us to make your content available to other Services users, who may also use your content subject to these Terms.

In addition, Content found on or through these Services is the property of Pacify Technologies, LLC, or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or personal gain, without advance written permission.

Accounts

You are responsible for ensuring that the information you provide us is accurate, complete, and current. You are also responsible for maintaining the confidentiality of your account and password, including but not limited to restricting access to your computer and API key(s). You agree to accept responsibility for any activities, actions, or fees that accrue under your account and password, whether your password is with our Services or a third-party service. You may make our Products available to your employees, granted that they comply with these Terms and any existing Product-level Agreements, and you accept responsibility for their use of our Services. You must notify us immediately upon becoming aware of any security breach or unauthorized use of your account.

We reserve the right to refuse Service or terminate accounts if we suspect any information you provide is untrue, inaccurate, outdated, or incomplete.

Intellectual Property

The Services and their original Content, features, and functionality will remain the exclusive property of Pacify Technologies, LLC and its licensors. We protect our Services by copyright, trademark, and other laws of the United States and foreign countries. You may not use our trademarks and trade dress in connection with any product or service without the prior written consent of Pacify Technologies, LLC.

You will not attempt to gain unauthorized access to the Services or its related systems.

Without written consent, you will not copy, decompile, modify, reverse engineer, create derivative works from Content provided through our Services or Products, or otherwise attempt to extract any or all of the source code. You may not use access to the Products or Services to develop a database of our Data for resale, distribution, sublicense, or other commercial purposes. You may not pre-fetch, retrieve, cache, index, or store any Content or portion of the Products.

We also respect the intellectual property rights of others. Our policy is to respond to any claim that we have infringed on any person or entity's copyright or other intellectual property rights through the Content found on our Services. If you are a copyright owner or authorized on behalf of one, and you believe that we have copied your copyrighted work in a way that constitutes copyright infringement, please submit your claim via email to legal@pacifytech.com, with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged infringement. You will be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims of infringement on your copyright

Links to Other Websites

Our Service may contain links to third-party websites or services not owned or controlled by Pacify Technologies, LLC. Pacify has no control over and assumes no responsibility for third-party websites or services' content, privacy policies, or practices. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Pacify Technologies, LLC shall not be responsible or liable for any damage or loss caused by the use or reliance on any content, goods, or services available on any third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services you visit.

APIs

Pacify's platform allows you to access its Services, which may include but are not limited to, the transfer of information, requests, or messages using Pacify's platform. Pacify has no liability or responsibility for any charges, fees, or penalties you incur when using Pacify's Products. Our APIs communicate with Pacify's servers and may record your usage and other information. Though we take reasonable measures to keep our APIs safe and reliable, there is no guarantee that our APIs will be secure, available, or function optimally during periods of high traffic. Pacify retains all rights to the APIs not expressly granted to you under these Terms or Product-level Agreements.

Termination

We may terminate or suspend your account and bar access to the Services without prior notice or liability if we believe you breached the Terms. Under our sole discretion, we may give Customers a certain period to cure the violation. In such instances, we will provide an email notification informing the Customers of the suspected breach and the steps necessary to resolve the violation.

Please note that we will not issue a refund when we have suspended or terminated your access to our Services due to violating our Terms or Product-level Agreements.

Pacify is under no obligation to continue to offer our Services. We may freely modify or discontinue some or all of our Services, provided such actions do not violate existing Product-level Agreements. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Indemnification

You agree to defend, indemnify, and hold harmless Pacify Technologies, LLC and its licensee and licensors, and their owners, employees, contractors, agents, officers, and directors, from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Services, by you or any person using your account, API key, and password; (b) a breach of these Terms; or (c) content posted on the Services.

Limitation of Liability

Neither Pacify Technologies, LLC, nor its owners, directors, employees, partners, or affiliates shall be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Relying on any of the Data from our Products or Services
• Your ability or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Unauthorized access, use, or alteration of your transmissions, whether based on warranty, contract, tort (including negligence), or any other legal theory

Our limitation of liability does not change whether or not we were informed of the possibility of such damage and even if a remedy we introduced failed in its essential purpose.

No party will be liable for issues caused by an event (for example, a natural disaster, an act of war or terrorism, riot, labor condition, or governmental action) beyond the party's reasonable control as long as there is proper communication between the parties and the affected party takes all reasonable steps to overcome the effects of the event.

In no event shall our total cumulative liability arising from using our Products or Services exceed the actual fees you paid us in the prior 12 months (if any). Our total cumulative liability will not increase regardless of the number of incidents or claims.

Disclaimer

Your use of the Services, whether in a testing or production environment, is at your sole risk. The Services are provided on an "AS IS" and "AS AVAILABLE" basis. We provide the Services without warranties of any kind, whether expressed or implied, including, but not limited to, accuracy, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance. 

Pacify Technologies, LLC, its subsidiaries, affiliates, and its licensors do not warrant that (a) our algorithms are optimized; (b) Data will be available for a particular location; (c) the Services will be error-free, function uninterrupted, be secure, or available at any particular time or location; (d) any errors or defects will be corrected; (f) the Services is free of viruses or other harmful components; or (g) the results of using the Services will meet your requirements.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed per the state of Massachusetts laws without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held invalid or unenforceable by a court, the remaining provisions will remain in effect. Unless Product-level Agreements are in place, these Terms and our Privacy Policy constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have had between us regarding the Services.

Dispute Resolution; Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY AS IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT IN A COURT OF LAW.

By agreeing to the Terms, you agree that you are required to resolve any dispute that arises from or is related to these Terms or the breach thereof on an individual basis in arbitration by following the steps in the following paragraphs. You cannot bring any class, collective, or representative action against Pacify or participate in a class, collective, or representative action brought against Pacify by someone else. You acknowledge and agree that you and Pacify (together "Parties") each waive the right to a trial by jury and the right to participate as a plaintiff or class member in any purported class action or representative proceeding. However, all relevant parties retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

If a dispute arises from or relates to these Terms or the breach thereof, the Parties agree to first attempt to resolve the dispute through direct informal discussions for 30 days. The Parties agree to endeavor then to settle the dispute by mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures before resorting to arbitration. The Parties further agree that any unresolved dispute or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the AAA per its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

A single arbitrator shall hear claims unless the claim amount exceeds $1,000,000, in which case a panel of three arbitrators shall hear the dispute. Within 15 days after the commencement of arbitration, each party shall select one person to act as arbitrator. The two selected shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the AAA shall choose the third arbitrator. The place of arbitration shall be Boston, Massachusetts. The laws of the Commonwealth of Massachusetts shall govern the arbitration. Hearings will occur according to the Commercial Arbitration Rules standard procedures that contemplate in-person hearings. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual damages except as required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Each party shall bear its costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. A reasoned opinion shall accompany the award of the arbitrators. Except as required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Notwithstanding any language to the contrary in the contract documents, the parties agree: that the Underlying Award may be appealed pursuant to the AAA's Optional Appellate Arbitration Rules ("Appellate Rules"); that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired.  Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office.  Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.

Changes

We reserve the right to modify or replace these Terms at any time. If a revision is material, we will inform you via email or a prominent notice on our Services and update the "Effective Date" at the top of these Terms. We will use our discretion to determine what constitutes a material change.

Pacify may make new products or features available through its Services, which may require additional terms or changes to the Terms. 

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms. If you disagree with the new Terms, you should no longer use the Services. We highly recommend that you regularly review the Terms to stay on top of any changes.

Electronic Notices

You consent to receive notices, including notices pertaining to the Terms, electronically through Pacify's websites, or via email. You agree that such electronic notices meet any legal requirement that such communications be in writing. Notices will be deemed duly given once they are delivered electronically or posted to Pacify's websites.