1. Agreement to Terms
These Terms & Conditions (“Terms”) form a binding agreement between you (“you,” “Customer,” or “User”) and ProjectPacer LLC, an Indiana limited liability company (“ProjectPacer,” “we,” “us,” or “our”), governing your access to and use of the ProjectPacer web application, desktop application, any application programming interfaces we may make available, integrations, related documentation, and any associated services (collectively, the “Service”).
BY CREATING AN ACCOUNT, CONNECTING A THIRD-PARTY SERVICE, SUBSCRIBING, OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.
If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to that organization.
Scope of these Terms. These Terms govern your access to and use of the ProjectPacer software Service only. Consulting, advisory, custom development, data migration, or other professional services are not part of the Service and, where offered, are provided under separate written agreement. ProjectPacer LLC is the sole provider of the Service and the sole party to these Terms.
Documentation. “Documentation” means the user guides, help center articles, release notes, technical documentation, and other documentation we make available regarding the Service, as updated from time to time. The Documentation forms part of these Terms to the extent it describes how the Service operates, what it supports, and any limits that apply, and we may update it as the Service evolves.
2. Eligibility & Accounts
2.1 Eligibility
You must be at least 18 years old and capable of entering into a binding contract to use the Service. You may not use the Service if you are barred from doing so under applicable law, or if your account has previously been terminated for breach of these Terms.
2.2 Account Creation & Security
You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at support@projectpacer.com of any unauthorized use or suspected security breach.
2.3 Team & Workspace Accounts
The Service supports workspaces, organizations, and shared access across teams. If you create or administer a workspace and invite others, you are responsible for the members you invite and the roles and permissions you assign to them. A workspace owner or administrator may access, manage, export, and delete data within that workspace, including time entries, tasks, engagements, and reports created by invited members. If you join a workspace created by another party (for example, your employer or a client), that workspace’s owner — not ProjectPacer — controls administrative access to the data in that workspace, and you should direct data requests to them.
If the Service allows you to configure visibility or sharing settings (for example, public sharing links or guest tracking views), you are solely responsible for those configurations. Any data you expose through such settings is deemed non-confidential, and ProjectPacer is not liable for access to or use of data that is exposed as a result of sharing or visibility settings you enable.
If ownership of or control over a workspace or account is disputed, we may, in our discretion and without liability, suspend administrative changes or restrict access to the affected workspace or account until the dispute is resolved to our reasonable satisfaction or by appropriate legal process. We are not obligated to adjudicate ownership disputes and may require documentation before restoring or reassigning access.
3. The Service
3.1 What the Service Is
ProjectPacer is a productivity and business-operations platform, together with related tools, applications, integrations, and services that we make available (collectively, the “Service”). The Service currently includes, without limitation, time tracking, task and project management, billing and profitability analysis, engagement and retainer tracking, timesheets and approvals, reporting, mileage tracking, expense tracking, invoicing, integrations with financial and accounting platforms, and integrations with other third-party services. We may add, expand, modify, rebrand, or discontinue features, modules, and services of the same general kind over time, and any such feature or service we make available is part of the “Service” and subject to these Terms.
3.2 Changes to the Service
We are continually improving the Service. We may add, change, suspend, or discontinue any part of the Service, including features and integrations, at any time. We will use commercially reasonable efforts to provide notice of changes that materially and adversely affect your use of a feature you rely on. Adding new features, or changes that do not materially and adversely affect your use, do not require notice.
3.3 Feature-Specific & Supplemental Terms
Certain features, integrations, beta or early-access offerings, or promotions may be subject to additional or different terms that we present to you at or before the time you access them (“Supplemental Terms”). Supplemental Terms are incorporated into these Terms with respect to the applicable feature, and by using that feature you agree to them. If Supplemental Terms conflict with these Terms for that feature, the Supplemental Terms control for that feature only; these Terms otherwise remain in effect.
3.4 Integrations
The Service may let you connect optional third-party integrations. Connecting an integration authorizes us to access and process data from that service as necessary to provide the connected feature, and your use of the integration remains subject to the applicable third party’s terms. We may add, change, or remove available integrations over time.
3.5 Beta & Early-Access Features
We may offer features identified as beta, preview, early-access, or experimental. These are provided “as is,” may be changed or withdrawn at any time, may be less reliable than generally available features, and are excluded from any availability commitment. Your use of them is at your discretion and subject to any Supplemental Terms we present.
3.6 Desktop Application
We may offer a desktop application that you install and run locally on your device. The desktop application does not log time on its own. To help you draft time entries, it can, if you enable it, detect coarse device activity-state changes (such as when the device goes idle, locks, sleeps, or wakes) and use them to suggest time you may have missed, which you review and approve or discard. Time is created only by your action or by your approval of a suggestion. You control which sources and tracking options are enabled, and you should review what the desktop application is configured to track before and while using it. Your installation and use of the desktop application is subject to these Terms, including the disclaimers in Section 14, and to any Documentation and Supplemental Terms that accompany it.
4. Subscriptions, Fees & Payment
4.1 Fees
Access to paid features requires payment of the applicable fees. Fees, billing frequency, and the basis on which they are charged — whether on a subscription, usage-based, per-seat, one-time, or other basis — are those presented to you in the Service or at the time of purchase. Paid plans are available on monthly and annual billing cycles. By purchasing or subscribing, you authorize us and our payment processor to charge the applicable fees to your chosen payment method. We may change fees and the basis on which they are charged; for any recurring subscription, your price for the current paid term is locked, and any increase applies only at your next renewal and only after advance notice as described in Section 19 (Changes to These Terms). Fee changes are not retroactive.
4.2 Payment Processing
Payments are processed through our third-party payment processor. By providing payment information, you authorize us and the processor to charge the applicable amounts to your selected payment method, and you represent that you are authorized to use it. If a payment fails, we may suspend or downgrade your access until it is resolved.
4.3 Automatic Renewal & Cancellation
If your subscription is offered on a recurring basis, it will automatically renew at the end of each billing period at the then-current rate, and you authorize us to charge your payment method for each renewal, until you cancel. You may cancel automatic renewal at any time through your account settings or by contacting us at the email in Section 21 (Contact), and cancellation is at least as easy as signing up. Cancellation takes effect at the end of the then-current billing period; you retain access to paid features until then and will not be charged for a further period. We provide the disclosures and renewal notices, and honor the cancellation rights, required by applicable automatic-renewal laws, including any advance notice of a renewal or of material changes to renewal terms that those laws require.
4.4 Taxes
Fees do not include taxes. You are responsible for all applicable sales, use, value-added, withholding, and similar taxes, except for taxes based on our net income.
4.5 Refunds
Except as expressly stated in these Terms or as required by applicable law, fees are non-refundable, and there are no refunds or credits for partially used periods. We may, in our sole discretion, issue refunds or credits on a case-by-case basis, but we are under no obligation to do so, and doing so once does not obligate us to do so again.
4.6 Free Tier
We may offer a free tier of the Service with limited capacity and features, as described in the Service. The free tier is provided “as is,” and we may change its limits, features, or availability, or discontinue it, at any time. We may require a paid plan to retain access to features or capacity that exceed the free tier.
4.7 Failed Payment; Grace Period & Suspension
If a payment fails or a subscription lapses, we will attempt to notify you and provide a grace period during which you may update your payment method and restore your plan. If the amount due remains unpaid after the grace period, we may suspend or downgrade your paid features. Following suspension, we will continue to make your Customer Data available to you for export for a period of thirty (30) days, so that suspension for non-payment does not immediately cut off access to your own billing and time records. After that 30-day period, we may delete or de-identify your Customer Data in accordance with Sections 7.5 (Export & Deletion) and 17.3 (Effect of Termination).
5. License to Use the Service
Subject to your compliance with these Terms and timely payment of applicable fees, ProjectPacer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of these Terms. All rights not expressly granted are reserved.
6. Acceptable Use
You agree not to, and not to permit any third party to:
- Use the Service in violation of any applicable law, regulation, or third-party right;
- Access or attempt to access another user’s account, workspace, or data without authorization;
- Upload or process content that infringes intellectual property rights, violates privacy or publicity rights, or is defamatory, harassing, or otherwise unlawful;
- Upload, transmit, or introduce any malware, virus, worm, ransomware, malicious code, or harmful component, or any phishing, fraudulent, or deceptive link or content, whether into a shared workspace, to other users, or to the Service or its infrastructure;
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent that restriction is prohibited by law;
- Resell, sublicense, white-label, or make the Service available to third parties as a standalone offering, except that you may use the Service to deliver consulting or professional services to your own clients and incorporate its outputs into your work product;
- Use bots, scrapers, or automated means to access the Service other than through official clients or other methods we expressly authorize, or exceed documented rate limits or fair-use thresholds;
- Share, sell, lease, or transfer your account or access credentials to any third party;
- Bypass, disable, or interfere with security, access controls, rate limits, or usage-measurement features;
- Use the Service or any AI-assisted feature, or any invoice, report, summary, or other output it generates, to commit fraud, create false or misleading invoices or records, impersonate any person or entity, violate employment, labor, tax, or billing laws, or otherwise engage in unlawful or deceptive conduct;
- Interfere with, disrupt, or place undue load on the Service or its infrastructure; or
- Use the Service in any manner that violates the terms or acceptable-use policies of our third-party service providers, including our third-party AI providers and infrastructure providers.
7. Your Data & Content
7.1 Definition
“Customer Data” means any data, files, time entries, clients, projects, rates, engagements, reports, calendar and activity data, and other content you or your workspace members submit, import, connect, or generate through the Service.
7.2 Ownership
As between you and ProjectPacer, you retain all right, title, and interest in and to your Customer Data. We claim no ownership of it.
7.3 Our License to Operate the Service
You grant us a worldwide, non-exclusive, royalty-free license to host, store, access, copy, transmit, process, and display Customer Data solely as necessary to: (a) provide, maintain, secure, and support the Service, and to maintain and improve its quality and reliability, in each case limited to what is reasonably necessary and proportionate to that purpose; (b) generate features and suggestions in response to your requests; (c) prevent or address fraud, security, abuse, or technical issues; (d) comply with legal obligations; and (e) produce aggregated and de-identified information that does not identify you or any individual, as described in our Privacy Policy.
7.4 Connected Third-Party Data
When you connect a third-party service such as a calendar, you authorize us to access, import, and process data from that service to provide the connected feature (for example, generating time suggestions from calendar events). Calendar access is read-only and limited to a bounded, recent window of events rather than your entire calendar history. Other connected sources include, for example, GitHub (issues from repositories you map), Clockify (entries you import), and Slack (your Slack presence, the timestamps of messages you send, and the names of channels you are a member of, including private channel names; the Slack integration may also send you direct messages and accept slash commands you issue to start or stop your timer). We access only the data reasonably necessary for the connected feature, use it only to provide the Service to you, and do not sell it.
You may disconnect any integration, including any financial or accounting integration, at any time. Disconnecting revokes our access tokens for that source, stops future data retrieval, and deletes the stored credentials for that source. Data already retrieved and incorporated into entries or records you created remains subject to your export and deletion rights below.
7.5 Export & Deletion
You may export your Customer Data and may request deletion of your data as described in the Documentation and our Privacy Policy. Workspace administrators control export and deletion within their workspaces. Following account termination, we will delete or de-identify Customer Data in accordance with our data-retention practices and applicable law, except for data we are required or permitted to retain (such as records needed to comply with law, resolve disputes, or enforce our agreements).
Exports are provided in the formats we make available, as described in the Documentation. We do not guarantee that an export will preserve every feature, relationship, layout, formatting, attachment, integration, or item of metadata present in the Service, and some information may be represented differently or omitted in an exported format. You are responsible for verifying that an export contains the information you need.
7.6 Your Representations
You represent and warrant that you have all rights, licenses, and permissions necessary to submit and process your Customer Data through the Service; that it does not violate any law, contract, or third-party right; and that, where it contains personal information of any individual (including calendar attendees or clients), you have provided all required notices and obtained all required consents for its processing through the Service.
This applies equally to Customer Data the Service ingests from a third-party tool you connect, whether you connect it yourself or a workspace owner or administrator connects it on the workspace's behalf. Where a workspace owner or administrator enables a connection that brings in data about the workspace's members or other individuals, that workspace is responsible for having provided those individuals with any required notices and for having obtained any required consents.
7.7 Prohibited Sensitive Information
ProjectPacer is a general-purpose productivity service and is not intended for, and you must not submit to it, any Sensitive Information. “Sensitive Information” means (a) protected health information or other data governed by HIPAA; (b) government-issued identifiers such as Social Security, passport, or driver’s-license numbers; (c) financial-account or payment-card numbers; (d) student educational records governed by FERPA or children’s personal information governed by COPPA; and (e) any other information whose handling is regulated by a specialized legal regime. Sensitive Information does not include account or transaction data imported through an opt-in Financial Account connection under Section 12.1, which is retrieved through a secure connection and used only for the billing, expense, and reconciliation features you enable. This exclusion does not permit you to enter financial-account or payment-card numbers as free text into entry descriptions, task or project names, or other fields.
ProjectPacer is not HIPAA-compliant and does not enter into Business Associate Agreements. ProjectPacer has no obligation to monitor for or detect Sensitive Information and disclaims all liability arising from your submission of it. Submitting Sensitive Information violates these Terms and may result in suspension or termination of your account.
7.8 Indemnification for Customer Data & Uploaded Content
You agree to defend, indemnify, and hold harmless ProjectPacer and its owners, members, affiliates, and licensors from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Customer Data or any content you upload, submit, or transmit through the Service; (b) any breach of your representations in this Section 7; and (c) any malware, virus, malicious code, phishing, or other harmful or unlawful content that you or your workspace members upload, transmit, or introduce through the Service, including harm to other users, to third parties, or to the Service or its infrastructure. This obligation applies whether the content affects your own workspace, a shared workspace, other users, or ProjectPacer.
7.9 Data Processing
Where we Process personal information contained in Customer Data on your behalf in providing the Service, we do so as your service provider or processor, and you act as the business or controller. Our Data Processing Addendum, available at projectpacer.com/dpa, is incorporated into and forms part of these Terms. We will provide notice of material changes to the Data Processing Addendum in accordance with Section 19 (Changes to These Terms). In the event of a conflict between the Data Processing Addendum and these Terms with respect to the processing of personal information, the Data Processing Addendum controls.
8. Security
We maintain administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, or disclosure, appropriate to the nature of the data and the Service. Details of our current security practices may be described in the Documentation or our security materials, which we may update as our practices evolve. No method of transmission or storage is perfectly secure, and we cannot guarantee absolute security. In the event of a security incident affecting your Customer Data, we will notify you within the timeframes required by applicable data-breach-notification laws, and will cooperate reasonably in your response. You are responsible for your own security practices, including safeguarding credentials, managing workspace permissions, and promptly removing access for members who should no longer have it.
9. AI-Assisted Features & Suggestions
The Service includes features that use automated processing to generate suggestions — for example, deriving potential billable time entries from your connected calendar and activity. These suggestions assist you and are not a substitute for your own judgment. Because they are derived from your own Customer Data, you own the resulting suggestions as part of your Customer Data.
SUGGESTIONS ARE GENERATED USING AUTOMATED PROCESSING AND MAY BE INACCURATE, INCOMPLETE, OR UNSUITABLE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, EDITING, AND APPROVING ANY SUGGESTION BEFORE RELYING ON IT, INCLUDING ANY SUGGESTION USED TO BILL A CLIENT. WE DO NOT WARRANT THAT SUGGESTIONS ARE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE, AND WE ARE NOT LIABLE FOR TIME ENTRIES, INVOICES, OR BILLING DECISIONS YOU MAKE.
10. Intellectual Property
10.1 Our Rights
ProjectPacer and its licensors own all right, title, and interest in and to the Service, including its software, design, models, documentation, and output formats, and all related intellectual property rights. The names “ProjectPacer” and any related product names, logos, and brand elements, whether or not registered, are trademarks of ProjectPacer LLC. All rights not expressly granted are reserved.
10.2 Feedback
If you provide suggestions, ideas, or feedback about the Service (“Feedback”), you grant ProjectPacer a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate that Feedback for any purpose, without compensation or attribution to you. Please do not include any confidential or proprietary information in Feedback; we treat all Feedback as non-confidential.
10.3 Marketing & Logo Rights
Permitted uses without further consent. You grant ProjectPacer a non-exclusive, royalty-free license to use your company name and logo to identify you as a customer in (a) the customer list on our website, (b) internal sales and marketing presentations, and (c) pitches to prospective customers and investors, in accordance with any brand guidelines you provide.
Uses requiring consent. We will obtain your prior written consent (which may be given by email) before (a) issuing a press release naming you, (b) publishing a case study describing your use of the Service, (c) using your name or logo in paid advertising, or (d) quoting your personnel.
Revocation. You may revoke the licenses in this Section at any time by written notice to us, and we will cease new uses within 30 days. Materials already produced or distributed need not be recalled.
11. Copyright & DMCA Policy
ProjectPacer respects the intellectual property of others and expects users to do the same. We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (DMCA) and other applicable law, and we may, in appropriate circumstances and in our discretion, disable or terminate the accounts of users who are repeat infringers.
11.1 Notice of Alleged Infringement
If you believe content on the Service infringes a copyright you own or control, send a written notice to our designated agent at support@projectpacer.com (subject line: “DMCA Notice”) that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to let us locate it; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.
11.2 Removal & Counter-Notice
Upon receiving a compliant notice, we may remove or disable access to the material and will make reasonable efforts to notify the affected user. That user may submit a counter-notice as permitted by the DMCA, containing the information the DMCA requires (including identification of the removed material, a statement under penalty of perjury of a good-faith belief the material was removed by mistake or misidentification, and consent to jurisdiction as required by law). We may restore the material if we do not receive notice that the complaining party has filed a court action within the period the DMCA provides.
11.3 Repeat Infringers & Designated Agent
We maintain a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe copyright. Because a workspace administrator may control content uploaded by its members, we may direct notices to, and act at the level of, the responsible account or workspace.
12. Third-Party Services
The Service uses and integrates with third-party services, which may include a payment processor, hosting and infrastructure providers, calendar and integration partners, accounting and financial platforms, and email providers. Your use of the Service may be subject to those third parties’ terms and policies. We are not responsible for the acts, omissions, or content of any third party.
12.1 Financial Account Connections
If you connect the Service to financial institutions, bank accounts, corporate cards, or accounting platforms (collectively, “Financial Accounts”), you authorize us to access, retrieve, and aggregate data from those Financial Accounts to provide the connected features. We do not control, and are not responsible for, the data processing, security, or availability of your Financial Accounts or of the third parties that provide access to them. You acknowledge that transaction and account data retrieved from third-party financial services may be delayed, incomplete, or inaccurate due to API latency, third-party system constraints, or other factors outside our control, and you are responsible for verifying such data before relying on it. Access to Financial Accounts is also governed by Sections 7.4 (Connected Third-Party Data) and 14 (Disclaimers).
13. Service Availability
We strive to keep the Service available but do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue any part of the Service, and may perform maintenance that temporarily limits availability. We will use reasonable efforts to provide advance notice of planned maintenance and of material changes that adversely affect your use. Unless we expressly agree to a separate written service-level agreement (SLA), the Service is provided on a commercially reasonable, best-efforts availability basis, and we make no uptime or availability guarantee of any kind.
14. Disclaimers
THE SERVICE AND ALL MATERIALS PROVIDED THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, PROJECTPACER AND ITS OWNERS, MEMBERS, AFFILIATES, AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DATA, REPORT, INVOICE, RECORDED EXPENSE, TAX CALCULATION, OR SUGGESTION GENERATED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, OR LEGALLY SUFFICIENT. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ANY INVOICE, FINANCIAL DOCUMENT, OR TAX-RELATED FIGURE BEFORE RELYING ON OR ISSUING IT. YOU USE THE SERVICE, INCLUDING ANY DOWNLOADED OR LOCALLY INSTALLED DESKTOP APPLICATIONS, AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS; IN THOSE JURISDICTIONS THE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
THE SERVICE IS A PRODUCTIVITY TOOL AND DOES NOT PROVIDE FINANCIAL, ACCOUNTING, TAX, OR LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY, CATEGORIZATION, AND INTEGRITY OF TRACKED EXPENSES, RECEIPTS, AND ANY DATA THAT IS SYNCED OR PUSHED FROM THE SERVICE TO THIRD-PARTY ACCOUNTING, BOOKKEEPING, OR BANKING PLATFORMS (SUCH AS QUICKBOOKS). PROJECTPACER DISCLAIMS ALL LIABILITY FOR TAX FILINGS, FINANCIAL OR CORPORATE AUDITS, BOOKKEEPING DISCREPANCIES, LEDGER OR DATA CORRUPTION, AND ACCOUNTING ERRORS RESULTING FROM DATA SYNCS OR FROM YOUR USE OF THE SERVICE.
The desktop application runs locally on your device and may detect your device’s activity state (such as whether it is active, idle, asleep, or awake) to provide its features. You are responsible for your device, your operating environment, and for reviewing what the desktop application is configured to track. We are not responsible for issues arising from your local environment, including device malfunction, incompatible software, or data captured by the desktop application that you did not intend to record.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROJECTPACER OR ITS OWNERS, MEMBERS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PROJECTPACER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exclusions. Nothing in this Section limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; (c) any liability that cannot be limited or excluded under applicable law; or (d) your (the Customer’s) indemnification obligations to ProjectPacer under these Terms.
ProjectPacer’s liability stays capped. For the avoidance of doubt, the 12-month cap above applies to all liability of ProjectPacer arising out of or relating to these Terms or the Service, including any indemnification, defense, or hold-harmless obligation ProjectPacer may have, whether under these Terms, any Supplemental Terms, or any separate agreement that does not expressly state a different cap.
16. Indemnification
You agree to defend, indemnify, and hold harmless ProjectPacer and its owners, members, affiliates, and licensors from any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Customer Data; (b) your use of the Service; (c) your violation of these Terms; or (d) your violation of any law or third-party right.
17. Suspension & Termination
17.1 By You
You may stop using the Service and close your account at any time. Cancellation of a paid subscription takes effect at the end of the then-current billing period.
17.2 By ProjectPacer
We may suspend or terminate your account or access, in whole or in part, with or without notice, if: (a) you breach these Terms; (b) we reasonably suspect fraudulent, abusive, or illegal activity; (c) we are required to by law or legal process; (d) we discontinue the Service; or (e) you do not accept a change to these Terms that we have required your affirmative acceptance of, as described in Section 19, in which case the process and protections in that Section apply.
17.3 Effect of Termination
Upon termination: (a) your license to use the Service ends; (b) for the export window described in Section 4.7 (and otherwise for up to 30 days, except in cases of fraud, abuse, or legal prohibition) we will make your Customer Data available for export before deletion; (c) we may thereafter delete or de-identify your account information and Customer Data in accordance with our Privacy Policy and Section 7.5; and (d) the provisions that by their nature should survive will survive, including Sections 7.6–7.9 (Your Representations; Prohibited Sensitive Information; Indemnification for Customer Data & Uploaded Content; and Data Processing, together with the surviving provisions of the Data Processing Addendum), 8 (Security), 9 (AI-Assisted Features), 10 (Intellectual Property), 11 (Copyright & DMCA Policy), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17.3 (this Effect of Termination provision), 18 (Governing Law; Dispute Resolution, including arbitration, class action waiver, and the time limit on claims), and 19 (Changes to These Terms).
18. Governing Law; Dispute Resolution
18.1 Governing Law
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Indiana, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Informal Resolution
Before initiating any formal proceeding, you agree to first contact us at support@projectpacer.com with a written description of the dispute and the relief sought. The parties will attempt in good faith to resolve it informally for at least 30 days before initiating arbitration or litigation.
18.3 Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND PROJECTPACER TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND LIMITS THE WAYS YOU CAN SEEK RELIEF.
Except for disputes that qualify for small claims court and except for disputes seeking injunctive or equitable relief regarding intellectual property, any dispute arising out of or relating to these Terms or the Service that is not resolved through informal resolution will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its applicable rules. The arbitration will be held in Marion County, Indiana, or another location mutually agreed by the parties. Judgment on the award may be entered in any court of competent jurisdiction.
Delegation. The arbitrator, and not any court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, or formation of this arbitration agreement, including any claim that all or part of it is void or voidable.
18.4 Mass Arbitration
If 25 or more substantially similar arbitration demands are filed against ProjectPacer within a 60-day period by or with the assistance of the same law firm or coordinated counsel, the parties agree that AAA’s Mass Arbitration Supplementary Rules (as in effect at the time of filing) will apply, including provisions for batched filings, reduced filing fees, bellwether procedures, and process arbitrators, and the parties will cooperate in good faith with AAA’s administration of those procedures.
18.5 Your Right to Opt Out
You may opt out of the arbitration agreement in Sections 18.3 and 18.4 by sending written notice to support@projectpacer.com within 30 days of first accepting these Terms, including your name, the email associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms or your use of the Service.
18.6 Class Action Waiver
YOU AND PROJECTPACER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
Carve-out for unwaivable claims. To the extent applicable law prohibits waiver of the right to bring representative claims (including, where applicable, claims for public injunctive relief or under statutes such as California’s Private Attorneys General Act), such claims are excluded from this waiver and may be brought in court; the remainder of the arbitration agreement and class action waiver remains in full force.
18.7 Forum
To the extent any dispute is not subject to arbitration (for example, claims for injunctive relief regarding intellectual property, or if you opt out), you and ProjectPacer submit to the exclusive jurisdiction of the state and federal courts located in Marion County, Indiana, and waive any objection to venue there.
18.8 Time Limit on Claims
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES. OTHERWISE, THAT CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. THIS LIMITATION DOES NOT APPLY WHERE IT IS PROHIBITED BY APPLICABLE LAW.
19. Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will notify you by email or through the Service at least 30 days before they take effect (or a shorter period where reasonable for changes required by law or to address security or operational issues). The “Last updated” date reflects the most recent revision. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree, your sole remedy is to stop using the Service and close your account, in which case Section 17.3 applies.
Changes requiring your affirmative acceptance. For certain changes — including changes to the arbitration, class action waiver, or other dispute-resolution provisions in Section 18, or where required by law — we may require your express, affirmative acceptance rather than relying on continued use, and we will present the updated Terms for your acceptance in the Service. If you do not accept such a change by the date it takes effect, we may, following the notice period and in addition to any other rights we have: (a) limit or disable the specific features or functionality to which the change relates; and/or (b) suspend your access and, if you have still neither accepted the change nor closed your account after a further reasonable period (not less than 30 days after the change takes effect), terminate your account under Section 17. Any suspension or termination under this paragraph is not for cause, so the export window and data-handling protections in Section 17.3 apply in full, and we will not treat your non-acceptance, by itself, as a breach of these Terms. Until such a change is accepted or your account is terminated, you remain governed by the most recent version of these Terms you did accept.
Any changes we make apply prospectively only. They do not apply retroactively, and they do not apply to any dispute, claim, or cause of action that arose before the change took effect — that dispute continues to be governed by the version of these Terms in effect when it arose. We will not modify these Terms in a way that reduces rights you have already exercised or obligations we have already incurred.
20. General Provisions
Entire agreement. These Terms, together with our Privacy Policy, our Data Processing Addendum, and any order forms or supplemental terms expressly referenced, are the entire agreement between you and ProjectPacer regarding the Service and supersede all prior agreements and understandings. In the event of a conflict between the Data Processing Addendum and any other provision of these Terms with respect to the processing of personal information, the Data Processing Addendum controls.
Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
Class-waiver severability. If the class action waiver in Section 18.6 is held unenforceable as to any claim or category of claims, that claim or category (and only that one) will be severed and may be brought in the courts identified in Section 18.7; the remainder of Section 18 remains in full force.
No waiver. No failure or delay in exercising any right is a waiver of it.
Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets. Any attempted assignment in violation of this section is void.
Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, war, civil unrest, government action, labor disputes, internet or telecommunications failures, third-party provider failures, or pandemic.
Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other.
Notices. We may provide notices to you by email to the address associated with your account or by posting in the Service. You must send notices to us by email to the address in Section 21, with a copy by U.S. mail to the address listed there.
Electronic communications. You consent to receive communications from us electronically, including by email and through the Service, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. You are responsible for keeping your email address current.
Export controls & sanctions. You must comply with all applicable export-control and economic-sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, that you are not identified on any U.S. government restricted-party or denied-party list, and that you will not use the Service in violation of any export-control or sanctions law.
Open-source & third-party components. The Service, including the desktop application, may include third-party or open-source software that is licensed under its own terms. Any applicable third-party or open-source license notices will be made available in the Documentation or with the applicable software, and those licenses govern your use of the corresponding components to the extent required.
Headings. Section headings are for convenience only and have no substantive effect.
21. Contact
Questions about these Terms may be directed to:
ProjectPacer LLC
2461 N New Jersey St, Indianapolis, IN 46205
Email: support@projectpacer.com