Terms and Conditions

Last Updated: September 2026

1. Acceptance of Terms

Welcome to periclase.net, operated by Periclase ("Company," "we," "us," or "our"). These Terms and Conditions (these "Terms") constitute a legally binding agreement made by and between you and the Company, whether you are an individual or an entity, relating to your access to and use of our website, software applications, and Software-as-a-Service (SaaS) platform (collectively, the "Service"). By accessing, browsing, registering for, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case the terms "you" or "user" will refer to that entity. If you do not have such authority, or if you do not agree with any of these Terms, you must not accept these Terms and may not access or use the Service. We reserve the right to update, modify, or amend these Terms at any time, and your continued use of the Service following any such changes constitutes your acceptance of the revised Terms.

These Terms incorporate by reference our Privacy Policy and our Cookie Policy. You acknowledge that you have reviewed and understood the data processing practices described in those policies. Furthermore, certain features of the Service may be subject to additional guidelines, rules, or terms of service, which are hereby incorporated by reference. In the event of a conflict between these Terms and any additional terms, the additional terms shall prevail with respect to the specific feature.

You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, to use the Service. By accepting these Terms, you represent and warrant that you are of legal age to form a binding contract with the Company. If you are under the age of 18, you may not access or use the Service under any circumstances.

2. Use of Service

Subject to your continued compliance with these Terms, the Company grants you a personal, limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes during the term of these Terms. This license does not permit any use of the Service not expressly authorized by these Terms or by applicable law. The Service is provided on a subscription basis, and your access may be contingent upon the payment of applicable fees as detailed on the Service or in a separate ordering document.

The Service is designed to provide cloud-based software solutions, and the Company does not guarantee that the Service will meet your specific requirements or that the operation of the Service will be uninterrupted or error-free. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify the Company of any unauthorized use of your account or any other security breach.

The Company may, in its sole discretion, offer different tiers of service, including free trials or freemium models. If you are utilizing a free trial, you acknowledge that the Company may limit certain features, functionalities, or data storage capacities during the trial period. Any free trial is provided strictly on an "as-is" basis without any warranties of any kind, and the Company reserves the right to terminate a free trial at any time without prior notice.

We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Service (or any part thereof) at any time, with or without notice. We may also impose limits on certain features of the Service or restrict access to parts or all of the Service without notice or liability. The Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

3. User Obligations

You agree to use the Service only for purposes that are lawful and permitted by these Terms and applicable US state law. You are solely responsible for all data, information, and content uploaded, posted, transmitted, or stored through the Service (collectively, "User Content"). You represent and warrant that you have all necessary rights, licenses, and consents to submit your User Content and that your User Content does not violate the rights of any third party.

In connection with your use of the Service, you expressly agree not to, and you will not permit any third party to:

• Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service;
• Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission;
• Introduce or attempt to introduce any viruses, trojan horses, worms, logic bombs, or other malicious material into the Service;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software comprising the Service, except to the extent permitted by applicable law;
• Use the Service to store or transmit infringing, libelous, defamatory, or otherwise unlawful material, or material in violation of applicable state privacy laws, including CCPA/CPRA (California) and other state privacy laws where applicable.

You are responsible for maintaining the security of your account and any data you input into the Service. The Company is not responsible for any loss or corruption of data resulting from unauthorized access to your account. You agree to use commercially reasonable efforts to prevent unauthorized access to your account and to notify the Company immediately of any actual or suspected security breach.

Compliance with all applicable local, state, national, and international laws and regulations is strictly required. This includes, without limitation, all export control laws, economic sanctions, and data privacy regulations. You may not use the Service if you are located in, or are a national or resident of, any country subject to a US government embargo or that has been designated by the US government as a "terrorist supporting" country.

4. Intellectual Property Rights

The Service, including all software, source code, user interfaces, text, graphics, logos, and other content provided by the Company, is the exclusive property of Periclase and its licensors. The Service is protected by United States and international intellectual property laws, including copyright, trademark, and patent laws. Except as expressly provided in these Terms, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means.

All trademarks, service marks, and trade names used in the Service are the property of the Company or their respective owners. The use of any such marks without the express written permission of the Company or the applicable owner is strictly prohibited. Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Service without our prior written permission.

By submitting User Content to the Service, you grant the Company a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sub-licensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such User Content solely for the purpose of operating, providing, and improving the Service. You retain all ownership rights in your User Content, subject to the licenses granted herein. The Company does not claim ownership of your User Content.

If you believe that any content available on the Service infringes upon your intellectual property rights, please submit a notification of claimed infringement to our designated copyright agent at [email protected]. Your notice must comply with the requirements of the Digital Millennium Copyright Act (DMCA). We reserve the right to remove any content that we believe, in our sole discretion, infringes upon the rights of any third party.

5. Limitation of Liability

To the maximum extent permitted by applicable US state law, in no event shall Periclase, its officers, directors, employees, agents, affiliates, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, damages for lost profits, lost revenues, lost data, business interruption, or loss of goodwill, arising out of or in any way connected with your access to or use of, or inability to access or use, the Service.

Furthermore, the Company's total aggregate liability for any claims arising out of or relating to these Terms or the Service, whether in contract, tort, or any other theory of liability, shall not exceed the greater of (a) the amounts you have paid to the Company for the Service in the twelve (12) months preceding the event giving rise to the claim, or (b) fifty US dollars ($50.00). This limitation of liability applies regardless of whether the Company has been advised of the possibility of such damages.

The limitations and exclusions in this section apply even if any remedy fails of its essential purpose. You acknowledge that the limitations of liability set forth in this section are an essential basis of the bargain between the parties, and that the Company would not provide the Service absent such limitations. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you to the extent prohibited by law.

You expressly understand and agree that the Company shall not be liable for any loss or damage resulting from the actions or inactions of any third party, including other users of the Service, or from any unauthorized access to or alteration of your data. The Company is not responsible for the accuracy, completeness, or reliability of any third-party content or integrations used in conjunction with the Service.

6. Disclaimers

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Company makes no warranty that the Service will meet your requirements, that the Service will be uninterrupted, timely, secure, or error-free, or that the results obtained from the use of the Service will be accurate or reliable.

The Company does not warrant that any errors or defects in the Service will be corrected, or that the Service or the server that makes it available are free of viruses or other harmful components. You are solely responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for data input and output accuracy, and for backing up your data. The Company is not responsible for any loss or corruption of data stored on the Service.

No advice or information, whether oral or written, obtained by you from the Company or through the Service, shall create any warranty not expressly stated in these Terms. Your use of the Service is at your sole risk. Should the Service prove defective, you assume the entire cost of all necessary servicing, repair, or correction. The Company disclaims any liability for any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein.

The Service may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that the Company is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such third-party websites or services.

7. Indemnification

You agree to defend, indemnify, and hold harmless Periclase, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property right, privacy, or proprietary right; or (d) your User Content.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with the Company in asserting any available defenses. You may not settle any matter without the prior written consent of the Company. This indemnification obligation will survive the termination of your account or these Terms.

You acknowledge that your indemnification obligations are a fundamental element of the agreement between you and the Company. The Company relies upon your agreement to these indemnification terms as a material condition of providing you with access to the Service. If you are unwilling to accept these indemnification obligations, you must not access or use the Service.

The Company shall provide you with prompt written notice of any claim for which indemnification is sought, provided that the failure to provide such notice shall not relieve you of your indemnification obligations except to the extent that you are materially prejudiced by such failure. You shall not make any admissions of liability or agree to any settlement that imposes any obligation on the Company without the Company's prior written consent.

8. Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the applicable US state law, without giving effect to any conflict of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or the Service.

You and the Company agree to submit to the exclusive jurisdiction of the state and federal courts located within the United States for the resolution of any disputes, except as otherwise provided in the Dispute Resolution section below. You waive any objection to venue in such courts based on forum non conveniens or otherwise.

Notwithstanding the foregoing, the Company retains the right to bring proceedings against you for violations of intellectual property rights or any other claims where injunctive relief is necessary to protect the Company's proprietary rights. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

If any provision of these Terms is found to be illegal, invalid, or unenforceable under applicable US state law, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions of these Terms shall remain in full force and effect.

9. Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising out of or relating to these Terms or the Service, the parties shall first attempt to resolve the dispute informally. The party initiating the dispute must send a written notice of the dispute to the other party at [email protected]. The parties agree to negotiate in good faith for a period of thirty (30) days following the receipt of such notice to resolve the dispute.

If the dispute cannot be resolved through informal negotiations, the dispute shall be finally resolved through binding arbitration administered by the American Arbitration Association (AAA) under the Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction. The arbitration shall take place in a location within the United States mutually agreed upon by the parties, or if the parties cannot agree, in a location designated by the AAA.

You and the Company agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

The parties acknowledge that this arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (FAA). The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award, including attorneys' fees and costs as permitted by law. The parties agree that the state and federal courts located within the United States shall have exclusive jurisdiction over any actions seeking to enforce or challenge an arbitration award or seeking provisional remedies in aid of arbitration.

10. Termination

You may terminate your account and stop using the Service at any time by following the instructions available within the Service or by contacting us at [email protected]. Upon termination, your license to use the Service will immediately cease, and you must cease all use of the Service. You are responsible for exporting your User Content prior to termination, as the Company may delete your User Content shortly after termination.

The Company may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, all licenses and rights granted to you under these Terms will immediately cease. The Company may also terminate or suspend access to the Service for inactivity, defined as a failure to log into the Service for a continuous period of time determined by the Company.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The Company shall not be liable to you or any third party for any termination of your access to the Service.

If you have subscribed to a paid version of the Service, termination of your account does not automatically entitle you to a refund of any prepaid fees, except as expressly provided in a separate agreement or as required by applicable law. The Company reserves the right to withhold any refunds if your account is terminated due to a violation of these Terms.

11. Changes to Terms

The Company reserves the right to revise or amend these Terms at any time in its sole discretion. We will update the "Last Updated" date at the top of these Terms whenever we make changes. We will also endeavor to provide notice of material changes by posting a notice on the Service or by sending an email to the address associated with your account, although we are not obligated to provide such notice for non-material changes.

It is your responsibility to review these Terms periodically for changes. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the new Terms, you are solely responsible for terminating your account and discontinuing your use of the Service.

The Company may also change the terms of any free trials or promotional offers at any time. Any such changes will not affect ongoing paid subscriptions until the end of the then-current billing cycle, at which point the new terms will apply. The Company is not obligated to provide any specific features or functionalities of the Service indefinitely.

Waiver of any provision of these Terms in one instance shall not be deemed a waiver of any other provision or of such provision in any other instance. The failure of the Company to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.

12. Contact Information

If you have any questions, concerns, or requests regarding these Terms or the Service, please contact us using the information provided below. We are committed to addressing your inquiries in a timely and professional manner.

Periclase
1050 Walnut Street, Suite 350, Boulder, CO 80302
Email: [email protected]
Phone: +13035550111

For privacy-related inquiries, including requests to opt-out of the sale or sharing of personal information as permitted under the CCPA/CPRA (California) and other state privacy laws where applicable, please review our Privacy Policy and Cookie Policy, or contact us directly at [email protected]. You must be 18 years or older to contact us or use the Service.