PACE, INCORPORATED
TERMS OF SERVICE

Pace, Incorporated (“Pace”) provides its online services to visitors to our website at www.pacedirect.com and any derivative, co-branded or successor site as Pace may make available from time to time (“Pace Website”). This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions that govern your use of the Pace Website. Pace reserves the right, at any time and at its sole discretion, to update, revise or otherwise modify the terms and conditions of the Agreement without notice to you. By accessing or using the Pace Website, you are agreeing that you have read and accept the following terms and conditions.

1. DESCRIPTION OF PACE TECHNOLOGY.

Pace provides visitors to the Pace Website with access to its online services and the Content (as defined herein) (along with all related intellectual property rights, the “Pace Technology”).

2. REGISTRATION AND YOUR OBLIGATIONS.

You may be asked to register or provide certain information in connection with your use of the Pace Technology. You agree to provide true, accurate, current and complete information about you as prompted by the Pace Technology and other application forms and registration forms (such information being the “Registration Data”). If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Pace has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, Pace has the right to suspend or terminate your access to and use of the Pace Technology and refuse any and all current or future use of the Pace Technology or any portion thereof.

3. PASSWORDS AND YOUR OBLIGATIONS.

As part of the registration process, you may be asked to select a unique user name and password in order to be able to access your account and to use the Pace Technology. As a registered member, you are responsible for maintaining the confidentiality and security of your user name and password and shall be responsible for all uses of your user name and password, including any purchase facilitated through the use thereof, whether or not in fact authorized by you. If you have any reason to believe that there has been a breach of security regarding your user name or password, including without limitation, an unauthorized use of your username or password, you must promptly notify Pace in writing and change your password on the Pace Website.

4. PACE PRIVACY AND SECURITY POLICY.

The Registration Data and certain other information about you are subject to our Privacy and Security Policy, as it may change from time to time. For more information, see our full privacy and security policy at www.pacedirect.com to understand our policies and practices.

5. ACCESS TO THE PACE TECHNOLOGY.

You shall be responsible for obtaining access to the Pace Technology and for all equipment necessary to access the Pace Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all charges associated with connecting you to the Pace Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges.

6. USE OF THE PACE TECHNOLOGY.

During the term of this Agreement and subject to the terms and conditions set forth herein, Pace grants you a non-transferable, non-exclusive and non-sublicensable right and license to use the Pace Technology solely for your immediate, personal use. Except as otherwise set forth herein, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the Pace Technology, or any part thereof; (ii) copy, download or save the Pace Technology, or any part thereof, in any form, except as explicitly permitted in this Section 6; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the Pace Technology, or any part thereof; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; or (v) use the Pace Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of Pace, its third party suppliers or any other third party. You agree not to access the Pace Technology by any means other than through the interface that is provided by Pace for use in accessing the Pace Technology. Any other use of the Pace Technology other than as expressly set forth herein without Pace’s prior written consent, which may be withheld in Pace’s sole and absolute discretion, is strictly prohibited and all implied licenses are disclaimed.

7. LINKS TO OTHER SITES.

Visitors to the Pace Website should be aware that when they are on the Pace Website, they could be directed to other web sites that are beyond our control. There are several links to other web sites from the Pace Website pages that take you outside our service. Pace has no control over these web sites and is not responsible or liable for the policies, actions or content of such web sites. These web sites are linked only for your convenience and you access them at your own risk. We encourage you to review the terms of service and privacy policies available at these other web sites. Pace is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or relating to any use, reference to or reliance on such information and any other dealings with such third parties.

8. SUBMITTALS.

In connection with your use of the Pace Technology, you may provide contributions and submittals to, and feedback and suggestions about, the Pace Technology, including without limitation, comments, suggestions, photos, feedback, notes, messages, ideas, suggestions or other communications (collectively, the “Submittal”) sent by you to Pace. You hereby grant to Pace a royalty-free, perpetual, irrevocable, world-wide, non-exclusive license to use, reproduce, sub-license through multiple tiers of sublicensees, create derivative works from, modify, publish, edit, translate, distribute, and publicly perform, execute, and display the Submittal and any related intellectual property rights in any media or medium, or any form, format, or forum now known or hereafter developed for any legal purposes whatsoever. The Submittal submitted to Pace shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by Pace for any purpose whatsoever. Except as set forth herein, Pace is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or related to any Submittal submitted by you.

9. CONTENT.

You acknowledge and agree that Pace is not responsible for pre-screening any data, information, images, video or other content (collectively, the “Content”) that is placed on the Pace Website by you or any other party other than Pace, and you shall not rely on Pace to ensure that such Content is accurate, complete, current, or in compliance with any rule, regulation or law. Pace shall have the right, but not the obligation, to refuse, edit or remove any Content that Pace, in its sole discretion, considers to be harmful, illegal, misleading, sexually explicit or otherwise offensive.

You acknowledge and agree that Pace may preserve any Content and may also disclose any Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Pace, its users and the public.

10. PACE'S PROPRIETARY RIGHTS.

You acknowledge and agree that the Pace Technology and any necessary technology used in connection with the Pace Technology contain proprietary and/or confidential information that is protected by applicable intellectual property rights and laws, including without limitation, copyrights, trademarks, service marks, patents or other proprietary rights and laws. The compilation of all Content on the Pace Website is the exclusive property of Pace and is protected by U.S. and international copyright laws. The “look and feel” of the Pace Website, meaning, the structure, sequence and layout of the audiovisual components of the Pace Website as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also proprietary to Pace and fully protected under U.S. and international copyright and trademark laws.

Pace’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of Pace and may not be used or modified in any manner without the prior written consent of Pace.

11. TERMINATION.

You agree that Pace, at its sole discretion, may terminate your access to and use of the Pace Technology, at any time and for any reason whatsoever, including without limitation, for lack of use or if Pace believes, in its sole discretion, that you have violated or acted inconsistently with the terms and conditions of this Agreement. Pace reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Pace Technology (or any part thereof) with or without notice. You agree that Pace shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Pace Technology.

12. REPRESENTATIONS.

You represent and warrant to Pace that: (i) you are at least 18 years old; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) the Registration Data and the Submittal do not infringe the intellectual property or proprietary rights, including without limitation, patents, copyrights, trademarks and trade secrets, of any third party; (v) the Registration Data, the Submittal and your use of the Pace Technology comply in all respects with all applicable laws, statutes, regulations, ordinances and other rules; (vi) you shall not use the Pace Technology to send offensive or disruptive material, including without limitation, spam, offensive sexual, racial or gender related material or other material that may disrupt or interfere with the hardware or software operating the Pace Technology; and (vii) the Registration Data and the Submittal are truthful and accurate.

13. INDEMNITY.

You agree to indemnify, defend and hold harmless Pace, its employees, directors, officers, agents and its affiliates and suppliers from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or resulting from this Agreement or the Pace Technology including, but not limited to: (i) your breach of any representations, warranties or covenants set forth herein; and (ii) your use of the Pace Technology.

14. DISCLAIMER OF WARRANTIES.

THE PACE TECHNOLOGY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PACE, ITS AFFILIATES AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PACE, ITS AFFILIATES AND ITS SUPPLIERS MAKE NO WARRANTY THAT (I) THE PACE TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE PACE TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PACE TECHNOLOGY WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PACE TECHNOLOGY WILL MEET YOUR EXPECTATIONS, (V) ANY ERRORS IN THE PACE TECHNOLOGY WILL BE CORRECTED, AND (VI) THE PACE TECHNOLOGY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE PACE TECHNOLOGY IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL.

IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN SUCH NON-EXCLUDED WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST ACCESS THE PACE TECHNOLOGY, AND NO WARRANTIES SHALL APPLY AFTER THAT PERIOD.

15. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT PACE, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF PACE, ITS AFFILIATES OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT PACE’S, ITS AFFILIATES’ AND ITS SUPPLIERS’ CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED ($100.00 U.S.) DOLLARS.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE.

16. COPYRIGHTS.

If you believe that you have any right, title or interest in or to any information, including without limitation, data, images, video or any other information, or any intellectual property rights thereof (the “IP”), that is located within the Pace Technology without your prior consent, please provide to Pace the following: (i) a description of such IP; (ii) details of where such IP is located within the Pace Technology; (iii) your name, address, telephone number and email address; and (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, that you have right, title or interest in or to such IP, and that you have a good faith belief that such IP is located within the Pace Technology without your prior consent.

17. DEEP LINKS; SPIDERING.

You shall not “deep-link” to the Pace Website, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Pace Website, for any purpose, unless specifically authorized in writing by Pace. The use of any tools, programs, robotic algorithms or products to automatically download or “spider” the Pace Website or any of the pages of the Pace Website is expressly prohibited and infringes on Pace’s intellectual property rights.

18. EXPORT RESTRICTIONS.

This Agreement is expressly made subject to any applicable laws, regulations, orders, or other restrictions on the export of the technology or information about the Pace Technology which may be imposed from time to time. You shall not export the Pace Technology, information about the Pace Technology or any product containing the Pace Technology without complying with such laws, regulations, orders, or other restrictions. You agree to indemnify and hold harmless Pace against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent such claims arise out of any breach of this Section 18.

19. GOVERNING LAW.

THE PACE TECHNOLOGY IS CONTROLLED BY PACE FROM WITHIN THE STATE OF MARYLAND, ALTHOUGH THE PACE TECHNOLOGY MAY BE ACCESSED AND USED THROUGHOUT THE WORLD. BY ACCESSING THE PACE TECHNOLOGY, YOU AND PACE EACH AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN YOU AND PACE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. SUBJECT TO THE DISPUTE RESOLUTION PROCEDURES SET FORTH HEREIN, YOU AND PACE AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED WITHIN THE STATE OF MARYLAND WITH RESPECT TO SUCH MATTERS.

20. DISPUTE RESOLUTION.

If a dispute arises out of or relates to the Pace Technology or this Agreement or its breach (with the exception of rights to injunctive relief with respect to intellectual property rights and obligations with respect to confidentiality and payments), and the parties have not been successful in resolving the dispute through direct negotiation, then the dispute will be resolved in binding arbitration as follows: (i) the arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules; (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction; and (iii) the location of the arbitration will be Annapolis Junction, Maryland, USA.

21. ORDER OF PRECEDENCE.

This Agreement governs your use of the Pace Website and access to the Pace Technology. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with Pace or any of its related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for use of additional Pace Technology, conflicts with any provision of your other agreements with Pace or any of its related or affiliated entities, the terms of such other agreement shall, as to the subject matter of that other agreement, take precedence over the conflicting term(s) of this Agreement.

22. GENERAL INFORMATION.

This Agreement constitutes the entire agreement between you and Pace with respect to the subject matter herein and governs your use of the Pace Technology, superseding any prior agreements between you and Pace, but this Agreement may be supplemented by any other agreement you enter into with Pace pursuant to your participation in other features of the Pace Website. You further acknowledge and agree that you may not assign any part of this Agreement without Pace’s prior written consent. This Agreement shall inure to the benefit of each party’s successors and assigns. Pace shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, bandwidth limitations, Internet connectivity, or act or any other cause beyond the reasonable control of Pace. The failure of Pace to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Pace Technology or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

23. CONTACTING PACE.

If you have any questions about this Agreement, the Privacy and Security Policy, or any question or problem regarding the Pace Technology, please contact us by sending an email to sales@paceworldwide.com or by mail at Pace, Incorporated, 9030 Junction Drive, Annapolis Junction, Maryland 20701, USA.

Effective Date: September 30, 2003.