Terms of service

These Terms of Service, together with one or more Order Forms (this "Agreement"), form a binding contract between Pathful, Inc. ("Pathful," "us," "our," or "we") and the entity that purchases Pathful products and services ("Customer"). This Agreement governs Customer's and each authorized User's access to and use of the Services. If an Order Form ever conflicts with these Terms, these Terms control.

1. Agreement acceptance

By clicking to accept, signing, or accessing or using the Services in any way, you represent that you're legally authorized to enter this Agreement — either as an authorized User of the Customer or as someone authorized to bind the Customer to it — that you're of legal age to agree, that you've read and understood it, and that you have all rights and permissions needed to access and use the Services.

2. Services

The Services are made available to the Customer for use by the Customer's employees and by the Customer's students, parents, teachers, administrators, volunteers, and others whom the Customer authorizes with an account (collectively, "Users"). If a Customer purchases access on behalf of another entity, both parties may need to sign a separate memorandum of understanding in addition to agreeing to this Agreement.

3. Intellectual property

Pathful owns, controls, or licenses the Services and everything in or related to them — reports, features, designs, images, video, text, software, and Pathful's trademarks and other proprietary assets (collectively, "Pathful IP"). Content Customer or its Users input to the Services, and content Users create using the Services ("Customer Inputs"), remains Customer's property. Using the Services doesn't grant any license beyond what this Agreement specifically sets out.

4. User access

Customer is solely responsible for its Users' compliance with this Agreement, for the accuracy and legality of any information — including personal information — its Users input, for using commercially reasonable efforts to prevent unauthorized access and promptly notifying Pathful of any, and for using the Services lawfully and in accordance with this Agreement.

5. Privacy, FERPA & COPPA

Pathful's Services Privacy Policy governs the personal information collected from Users; Customer represents that it has read and understands it.

Where Customer is subject to FERPA, it designates Pathful a "school official" with a "legitimate educational interest" under FERPA §§99.31(a)(1); Pathful remains under Customer's direction regarding FERPA-protected education records and uses student personal information only to provide the Services consistent with law and the Privacy Policy.

Customer acknowledges it has reviewed Pathful's Direct Notice of Children's Privacy, and that whoever signs this Agreement is authorized to act in lieu of parents in consenting to Pathful's collection and use of personal information from Users under 13, consistent with COPPA, the Direct Notice, and this Agreement.

6. Ongoing user support

If Customer chooses to keep the Services available to a student after they leave the Customer's institution ("Alumni Access"), Customer remains responsible for managing, administering, and paying for that access, including obtaining any consents needed from the alumni User or, for a minor, their parent or guardian.

7. License

Pathful grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Services for educational, non-commercial purposes, and to let its Users do the same. Customer may not sell, sublicense, or transfer the Services to a third party, or modify or create derivative works from them, without Pathful's prior written permission.

In turn, Customer grants Pathful a non-exclusive, limited, revocable, royalty-free license to use, copy, store, transmit, and display Customer Inputs and User information, consistent with applicable law and the Privacy Policy. Customer represents it has obtained all rights needed to provide that information to Pathful. These licenses end when this Agreement ends.

8. Use restrictions

Customer is responsible for all activity under its User accounts, and agrees the Services won't be used unlawfully, in a way that disparages Pathful or harms its systems, or outside what this Agreement authorizes — including reselling, reverse-engineering, or making derivative or competitive works from the Services. Prohibited conduct also includes uploading unlawful, harassing, defamatory, obscene, or infringing content; forging headers to disguise origin; transmitting malicious code; disrupting the Services or connected networks; or otherwise violating applicable law. Customer must keep User credentials confidential and notify Pathful of any suspected security breach.

Pathful may suspend or terminate Customer's access if it determines, in its sole discretion, that Customer or a User has misused the Services, without an obligation to refund fees or replace credentials.

9. Presenter sessions

The Services let Customer's Users connect with industry volunteers ("Presenters") for live streaming presentations, either requested by a Customer employee or offered on a Presenter's own schedule ("Live Sessions"). Customer is solely responsible for judging whether a Presenter and their content are appropriate for its Users, for having an employee present for the full session, and for deciding whether its Users may show their name, camera, or microphone, or chat during a session. Pathful is not responsible for obtaining User consent to record Live Sessions. Pathful removes Customer and User information from recordings and may make them available to other customers as part of a shared Video Library. An individual license only covers a teacher's own classroom — district- or school-wide access to Live Sessions and the Video Library requires a separate school or district license.

10. Flex lessons

Lessons Customer's employees create within the Services ("Flex Lessons") may be made available to other Pathful customers as part of the Services.

11. Purchases & payments

Customer agrees to pay all fees on the applicable Order Form, plus applicable taxes, in full and in US dollars, generally at time of purchase or upon invoice. Card payments authorize Pathful (or its billing vendor) to charge Customer's payment method on invoice, and Customer is solely liable for fraud or unauthorized use of its own payment method; check payments are due within 30 days of invoice. Late payment may result in suspended access and interest at 1.5%/month (18%/year) or the legal maximum, plus reasonable collection costs, from 30 days past due.

12. Data retention

Pathful retains Live Session recordings for 180 days, and deletes student personal information within 90 days of this Agreement's expiration or termination — or within 30 days (or less, if law requires) of a written deletion request from Customer at any time during the term. Beyond that, Pathful isn't responsible for retaining data after termination, and may create and keep deidentified data for lawful purposes consistent with FERPA.

13. Feedback

If Customer or its Users send Pathful suggestions or feedback about the Services, Customer assigns Pathful all rights and title to that feedback, and agrees not to submit feedback subject to a third party's IP claim or to license terms requiring Pathful to license the Services back to anyone.

14. Third-party materials

The Services may include or link to third-party content, software, or Presenter-provided materials. Pathful isn't responsible for the accuracy, legality, or quality of any third-party materials, and Customer and its Users access them at their own risk under the relevant third party's own terms.

15. Compliance with applicable laws

Both parties agree to comply with all applicable local, state, and federal laws in their respective roles providing or using the Services.

16. Disclaimer of warranties

The Services are provided "as is" and "as available," at Customer's sole risk. Pathful may add, change, or remove any part of the Services at any time without notice, and disclaims all warranties — express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement — to the fullest extent the law allows. Pathful makes no promise the Services will meet Customer's requirements, work without interruption, or be error- or virus-free. Some jurisdictions don't allow these exclusions, so some may not apply to Customer.

17. Indemnification

Customer agrees to indemnify and hold harmless Pathful and its officers, directors, employees, affiliates, agents, and contractors from third-party or governmental claims and resulting liabilities and reasonable attorneys' fees arising from Customer's access to or use of the Services, Customer's data, Customer's breach of this Agreement, Customer's violation of law or a third party's rights, or Customer's negligence or willful misconduct. Pathful may assume control of the defense of any such claim, and Customer will cooperate. This section doesn't apply where a Customer's jurisdiction's laws prohibit this kind of indemnification.

18. Limited liability

To the fullest extent the law allows, Pathful and its affiliates, licensors, service providers, and their people won't be liable for special, indirect, incidental, punitive, or consequential damages arising from use of the Services, regardless of the legal theory or whether the damages were foreseeable. Where liability can't be excluded, Pathful's total cumulative liability for claims relating to the Services is capped at the fees Customer paid in the 12 months before the claim arose.

19. Governing law

This Agreement is governed by the laws of the State of North Carolina, unless law requires otherwise, in which case the laws of Customer's own jurisdiction apply. Claims relating to this Agreement or the Services must be brought exclusively in the federal or state courts of the applicable jurisdiction.

20. Export control

Customer agrees to comply with US export laws and applicable import laws, and not to export the Services without required authorization; Customer is responsible for any breach of this by itself or its Users. If Customer is a US government agency or contractor, it receives only the rights granted to all other licensed Users under 48 C.F.R. §12.212.

21. Term & termination

This Agreement begins on acceptance, Order Form submission, or first use of the Services, whichever comes first, and continues until the last Order Form ends or either party terminates it. Pathful may terminate on 30 days' notice, or immediately without notice if it stops supporting the Services or Customer's use of them (refunding unused fees), or if Customer breaches the Agreement or an Order Form. Customer may stop using the Services anytime but isn't entitled to a refund, and the Agreement stays in effect through the Order Form term. On termination, Customer must stop using the Services, delete or uninstall all copies, and return or destroy related documentation.

22. General terms

This Agreement doesn't create a partnership, employment, or agency relationship between the parties. Notices to Pathful go to corporate@pathful.com; notices to Customer go to the email address on file. If any provision is held invalid, the rest of the Agreement stays in force. Customer may not assign this Agreement; Pathful may, including in a merger or asset sale. This Agreement, with its Order Forms, is the entire agreement between the parties. Pathful may update these Terms at any time — changes take effect when posted, and the "last updated" date above reflects the latest revision; continued use after an update means Customer accepts the changes.

23. Contact

Notices to Pathful under this Agreement: corporate@pathful.com.