Terms of Service

These Terms of Service, together with one or more Order Forms (collectively, 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 access to and use of Pathful’s comprehensive career readiness platform (the “Services”) by Customer and, where applicable, each User (defined below). In the event of any conflict between an Order Form and these Terms of Service, the terms of these Terms of Service shall prevail.

1. Agreement Acceptance

By clicking to accept, signing electronically or in ink, or accessing or using the Services in any way, you represent and warrant that you are legally authorized to enter into the terms of this Agreement in its entirety and are either an authorized User of Customer or are authorized to act on behalf of Customer and to bind Customer to this Agreement. You represent that you (a) are of a legal age sufficient to agree to this Agreement in accordance with applicable law, (b) have read, understood, and agree to be bound by this Agreement, and (c) have all rights, permissions, and authorizations necessary to access and use the Services. 

2. Services

The Services are made available to Customer for use only by Customer and, as applicable, (1) its employees to whom Customer grants access to the Services and (2) Customer’s students, parents, teachers, administrators, volunteers, and others who are authorized by the Customer to each create or are provided with an account to access the Services listed on the applicable Order Form ((1) and (2) collectively, “Users”). In the event that Customer purchases for the benefit of another entity, in addition to both parties agreeing to this Agreement, both parties may also be required to execute a separate memorandum of understanding.

3. Intellectual Property

Unless otherwise expressly indicated, the Services, including without limitation all reports, methods, features, functionality, ideas, images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, and other content and materials included in or related to the Services (collectively, “Service Inputs”), as well as Pathful trademarks, service marks, logos, trade secrets, and other proprietary assets (the “Pathful IP”), are owned, controlled, or licensed by Pathful or its affiliates. Components of the Services not owned or controlled by Pathful are the property of their respective owners. Customer’s and Customer’s User’s inputs to the Services and any content created by Users via the use of the Services (including any derivative works thereof) (collectively, “Customer Inputs”) remain the property of Customer. The Services are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary rights, laws, and international conventions. No license to or regarding any of the Services are granted in connection with Customer’s use of the Services, except as specifically set forth in this Agreement. 

4. User Access

By permitting Users to access or use the Services, Customer agrees that Customer is solely responsible for: (i) compliance with this Agreement by its Users; (ii) accuracy and legality of any information, including personal information, which is input to the Services by its Users; (iii) using commercially reasonable efforts to prevent unauthorized access to or use of the Services and notifying Pathful promptly of any unauthorized access or use of the Services; and (iv) using the Services only in accordance with this Agreement and all applicable laws.

5. Privacy

Pathful retains a Services Privacy Policy, available on its website. Pathful reserves the right to modify the Services Privacy Policy in accordance with the terms of the Services Privacy Policy.  Customer represents that it has read and understands the Services Privacy Policy, including the personal information that may be collected from Users, the purposes for which Pathful may use the personal information, and Users’ rights with respect to their personal information.

Family Educational Rights and Privacy Act (“FERPA”)

In the event that Customer is subject to FERPA, Customer agrees to designate Pathful as a “school official” with a “legitimate educational interest” in providing the Services as the terms are used in FERPA §§ 99.31(a)(1).  Pathful remains under the direct control of the Customer that is subject to FERPA with respect to Pathful’s use, redisclosure, and maintenance of FERPA-protected “education records” and shall use student personal information only to provide the Services in a manner consistent with Pathful’s requirements under applicable law and its Services Privacy Policy.   

Children’s Online Privacy Protection Act (“COPPA”)

Customer acknowledges that it has reviewed and understands Pathful’s Direct Notice of Children’s Privacy available on its website (“Direct Notice”) and that the signer of this Agreement is authorized by the Customer to act in lieu of parents in granting permission for Pathful to collect and use personal information of Users under the age of 13 in accordance with the Direct Notice, COPPA, and this Agreement.

6. Ongoing User Support

If and to the extent that Customer determines that it will make the Services available to a student User after the student User is no longer enrolled at the Customer institution (“Alumni Access”), Customer will continue to be responsible for the management, administration, and Fees associated with such alumni User, including obtaining any necessary consents between such alumni User and Customer, or, in the case of a minor, any necessary consents between the alumni User’s parent(s) or legal guardian(s) and Customer.

7. License

Subject to this Agreement, Pathful hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except in accordance with the terms of this Agreement), revocable license to access and use the Services and Service Inputs and to permit Customer’s Users to access and use the Services and Service Inputs only for educational and non-commercial purposes. Customer shall not, without the prior express written permission of Pathful in its sole discretion: a) license, sublicense, sell, resell, transfer, or assign the Services or Service Inputs to any third party; or b) modify or make derivative works based on the Services or Service Inputs or allow any third party or User to do so. 

Subject to this Agreement, Customer hereby grants Pathful a non-exclusive, limited, revocable, royalty-free, non-assignable, non-transferable, worldwide license and right to use, copy, store, transmit, and display Customer Inputs and Customer and/or User information, only in accordance with applicable laws, this Agreement, and as applicable to personal information terms of the Services Privacy Policy. Customer hereby represents and warrants to Pathful that Customer and each of its Users, as applicable, have obtained all rights, permissions, and authorizations to provide such information to Pathful.

All licenses granted under this Section 7 terminate upon the expiration or termination of this Agreement.

8. Use Restrictions

Customer understands and agrees that Customer is responsible for all activity that occurs under its User accounts. Users may not, and Customer may not, and Customer may not allow its Users, to use the Services for any purpose not expressly stated in this Agreement, or in any way that is unlawful or might disparage Pathful or harm the computer, software, hardware, or other systems that Pathful uses to deliver the Services. Customer agrees not to, and not allow any third party to, rent, retransmit, disclose, publish, sell, assign, license, sublicense, market, or transfer the Services or any portion of it or use it in any manner not expressly authorized by this Agreement. Customer further agrees not to, and not to allow any third party to copy, reverse engineer, translate, port, modify, or make derivative or competitive works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services, and all other illegal activities on or within the Services are prohibited, including:

1. Uploading, posting, e-mailing, or otherwise transmitting any content that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially or ethnically discriminatory under applicable law;
2. Forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the Services;
3. Uploading, posting, e-mailing, or otherwise transmitting any content that you do not have the right to transmit under any law or under contractual or fiduciary relationships;
4. Uploading, posting, e-mailing, or otherwise transmitting any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
5. Uploading, posting, e-mailing, or otherwise transmitting any material that contains software viruses or worms or any other malicious computer code, files, or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit, or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;
6. Using racially or ethnically offensive language, discussing or inciting illegal activity, using explicit/obscene language, or soliciting/posting sexually explicit images;
7. Interfering with or disrupting the Services or servers or networks connected to the Services, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Services; or
8. Violating any applicable local, state, national, or international law or regulation.

Customer further agrees to (i) maintain the confidentiality of Users’ names and passwords; (ii) notify Pathful if Customer suspects a security breach of our Services; and (iii) use the Services in compliance with all applicable laws.  

Pathful reserves the right to suspend or terminate Customer’s access to the Services if Pathful determines, in its sole reasonable discretion, that Customer or one of Customer’s Users has misused the Services, for the purpose of enforcing the terms of this Agreement, or for any other reason which Pathful, in our sole reasonable discretion, deems necessary to preserve our intellectual property and/or commercial rights. Pathful is not obligated to provide refunds, compensation, or replacement Access Credentials in any such instance.

9. Presenter Sessions 

The Services enable Customer and its authorized Users to connect with industry volunteers, companies, and organizations (the “Presenters”) who provide live streaming video presentations in one of two ways: (1) on topics chosen by and at the request of a Customer employee (typically a teacher) using the Services, or (2) on topics of, and at the date and time of, the Presenter’s choosing (collectively, “Live Sessions”). The Services include, without limitation, facilitating and hosting Live Sessions, and taking questions and feedback from Users.

Customer understands that while Pathful takes steps to help ensure that Presenters engage with Customer’s employees using reasonable and customary business conduct, Customer is solely responsible for determining whether a Presenter and the information Presenter provides is appropriate to deliver content to Customer’s Users. In addition, Customers are responsible for ensuring that Customer’s employees are in attendance for the duration of all Live Sessions. 

Further, Customer is solely responsible for determining and controlling whether its Users, including students, will be permitted to display their names, turn on their device cameras and microphones, or engage in on-screen chat with Presenters during Live Sessions.

Customer understands and agrees that Pathful is not responsible for obtaining any necessary User consents for Live Sessions to be recorded.

Customer further understands and agrees that Pathful removes all Customer and User information from Live Sessions and makes those recordings available for use by other Pathful customers as part of the Services (the “Video Library”). 

Users (such as teachers) who have purchased an individual license to use the Services may only provide access to Live Sessions and the Video Library to students in their immediate classroom, and not to other students, classrooms, schools, or school districts. School district and school-wide access to Live Sessions and the Video Library may only be provided in connection with a school district or school license granted by Pathful pursuant to a separate written contractual agreement.

10. Flex Lessons

The Services allow Customer’s employees to create lessons within the Services (“Flex Lessons”). Customer understands and agrees that Flex Lessons are made available to other Pathful customers as part of the Services. 

11. Purchases and Payments

1. Customer agrees to pay all fees associated with Customer’s purchase of the Services (the “Fees”) as set forth in the applicable Order Form, as well as any and all applicable sales and use taxes for the purchase of Customer’s subscription based on the Customer address provided in the Order Form. All Fees are quoted in United States dollars. Unless otherwise provided in the applicable Order Form, Customer is required to submit payment in full at the time of purchase or, as applicable, upon receipt of an invoice from Pathful. Customer agrees to pay all Fees in full, without deduction, set-off, or counterclaim. Invoices will be delivered to the email address associated with Customer’s account. It is Customer’s responsibility to maintain a valid and up-to-date email address on Customer’s account. 

2. If Customer arranges to pay by credit card or other payment card, (i) Customer hereby expressly authorizes Pathful (including, as applicable, Pathful’s third party billing vendor) to charge Customer’s payment method for the Fees due for the applicable Order Form on receipt of Pathful’s invoice; (ii) Customer represents and warrants that the payment information Customer provides to Pathful is correct and accurate and Customer is using a payment method that Customer is legally authorized to use for this purpose; and (iii) Customer agrees that Customer is solely liable for any payment or credit card fraud, abuse, or unauthorized use by Customer or others. If Customer arranges to make payments by check, Customer agrees to ensure delivery of Customer’s payment by check for all Fees due to Pathful within 30 days of receipt of Pathful’s invoice.

3. If Customer does not pay by the due date or if Pathful cannot charge the payment method Customer has on file for any reason, Pathful reserves the right to either delay, suspend, or terminate Customer’s access to the Services. In addition, if any payment is not received within 30 days after the due date, then Pathful may charge interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If Customer’s unpaid Fees are referred to an attorney or collections agency, Customer shall pay all reasonable attorney’s fees or collections agency fees. The provisions of this Section 11(c) shall not apply if and to the extent prohibited by the laws governing Customer’s jurisdiction.

12. Data Retention

Pathful retains recordings of Live Sessions for 180 days. Within 90 days after expiration or termination of the Agreement, Pathful shall delete student personal information. Customer may, at any time during the term of the Agreement, provide a written request to Pathful to delete its student personal information, and Pathful shall comply with such a request within 30 days or less if required by applicable law.

Except as provided for herein, Pathful is not responsible for retaining any data related to Customer’s use of the Services following termination of this Agreement. 

Nothing in this Agreement prohibits Pathful from creating and maintaining deidentified data for legally permissible purposes, in accordance with FERPA and other applicable laws.

13. Feedback 

Customer or its Users may submit comments and suggestions regarding the Services to Pathful, such as improvements, enhancements, and modifications of the Services (“Feedback”). Customer, on behalf of itself and its Users hereby assigns to Pathful all rights, title, and interest to all such Feedback and all proprietary rights in the Feedback, including all copyright, patent, trade secret, trademark, and other intellectual property rights. Customer agrees not to give Pathful any Feedback that Customer has reason to believe is subject to any intellectual property claim or right of any third party or subject to license terms that seek to require Pathful to license the Services to any third party.

14. Third-party Materials

The Services may comprise, include, display, link to, or otherwise access or make available third-party content (including third-party software code, data, information, application, and other products, services, and/or materials, including content provided by Presenters) or provide links to third-party websites or services (“Third-Party Materials”). Customer acknowledges and agrees that Pathful is not responsible for Third-Party Materials, including without limitation their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Pathful does not assume and will not have any liability or responsibility to Customer or any other person or entity for any Third-Party Materials. Customer acknowledges that Customer is responsible for obtaining all appropriate licenses for the use of any third-party operating system or application. Third-Party Materials and links to them are provided solely as a convenience and Customer and its Users access and use them entirely at their own risk and subject to such third parties’ terms and conditions. 

15. Compliance With Applicable Laws

The parties agree to at all times comply with all applicable local, state, and federal laws as relates to their role in providing or using the Services and Service Inputs.

16. DISCLAIMER OF WARRANTIES

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE SERVICES IS AT ITS SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITH ALL FAULTS AND DEFECTS. CUSTOMER ACKNOWLEDGES THAT PATHFUL MAY, IN ITS SOLE DISCRETION, ADD, CHANGE, DISCONTINUE OR REMOVE ANY PORTION OR FUNCTIONALITY OF THE SERVICES AT ANY TIME WITHOUT NOTICE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PATHFUL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. 

WITHOUT LIMITING THE FOREGOING, PATHFUL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCTS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. PATHFUL DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THE SERVICES IS ACCURATE, COMPLETE, OR CURRENT. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY CUSTOMER FROM PATHFUL, ITS OFFICERS, EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO CUSTOMER. 

17. INDEMNIFICATION

CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS PATHFUL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND CONTRACTORS FROM AND AGAINST ANY CLAIMS, SUITS, ACTIONS, DEMANDS, DISPUTES, ALLEGATIONS, OR INVESTIGATIONS BROUGHT BY ANY THIRD PARTY, GOVERNMENTAL AUTHORITY, OR INDUSTRY BODY, AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) CUSTOMER’S ACCESS TO OR USE OF THE SERVICES; (II) CUSTOMER’S DATA AS PROVIDED TO PATHFUL; (III) CUSTOMER’S BREACH OR ALLEGED BREACH OF ANY WARRANTIES MADE BY CUSTOMER IN THIS AGREEMENT OR CUSTOMER’S VIOLATION OF ANY AGREEMENT BETWEEN CUSTOMER AND PATHFUL; (IV) CUSTOMER’S VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY; OR (V) CUSTOMER’S NEGLIGENCE OR WILLFUL MISCONDUCT. PATHFUL RESERVES THE RIGHT TO ASSUME CONTROL OF THE DEFENSE OF ANY THIRD-PARTY CLAIM THAT IS SUBJECT TO INDEMNIFICATION BY CUSTOMER, IN WHICH EVENT CUSTOMER WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

This Section 17 shall not apply to the extent that the laws governing a Customer’s jurisdiction prohibit Customer from indemnifying or holding harmless Pathful.‍

18. LIMITED LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PATHFUL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS OR ANY OF ITS OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SUPPLIERS OR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO CUSTOMER, ITS USERS, OR ANY OTHER PERSON RELATED TO OR ARISING OUT OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE; LOSS OR COMPROMISE OF DATA, PROFITS, OR GOODWILL; BUSINESS INTERRUPTION; COMPUTER FAILURE OR MALFUNCTION; PERSONAL INJURY OR PROPERTY DAMAGE; OR OTHER DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, COPYING, OR DISPLAY OF THE SERVICES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, STRICT LIABILITY, MISREPRESENTATION, PRODUCTS LIABILITY, VIOLATIONS OF LAW (INCLUDING REGULATIONS), NEGLIGENCE, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, WHETHER PATHFUL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO CUSTOMER. WITHOUT LIMITING THE FOREGOING PROVISIONS OR THE PROVISIONS OF THE PRIVACY NOTICE IN ANY WAY, THE LIMIT ON TOTAL CUMULATIVE LIABILITY OWED BY PATHFUL TO CUSTOMER OR ANY PERSON FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICES SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER TO PATHFUL FOR THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM ARISES. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, unless and to the extent that laws prohibit Customer from agreeing to that jurisdiction, in which case, the Agreement shall be governed by and construed in accordance with the state where Customer is located (the applicable jurisdiction, the “Jurisdiction”). All claims relating to this Agreement or use of the Services shall be instituted exclusively in the federal and state courts of the Jurisdiction, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. 

20. Export Control

Customer agrees to comply with all United States export laws, rules, and regulations, including but not limited to Export Administration Regulations, and applicable import laws of Customer’s locality (if Customer is not located in the United States), and Customer agrees not to export the Services or any component thereof without first obtaining all required authorizations or licenses. Customer shall be responsible for any breach of this Section 20 by Customer or Customer’s Users.

The Services is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if Customer is an agency of the U.S. Government or any contractor therefore, Customer receives only those rights with respect to the Services as are granted to all other Users under license, in accordance with 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

21. Term and Termination

This Agreement will commence on the date first accepted by Customer, the date Customer submits an Order Form to Pathful, or the date Customer or any of Customer’s Users first accesses the Services, whichever occurs first, and shall continue until the termination of the last Order Form signed by Customer or as otherwise terminated by either party as provided in this Section 21. 

Pathful may terminate this Agreement upon thirty (30) days’ notice to Customer, or at any time without notice if Pathful ceases to support the Services or Customer’s use of the Services, which Pathful may do in its sole discretion (in which case Pathful shall refund any portion of the unused Fees prior to the date of termination) or if Pathful learns that Customer failed to comply with any of the terms and conditions of this Agreement or the applicable Order Form.

Customer may discontinue use of the Services at any time; however (i) this Agreement and the applicable Order Form(s) shall remain in full force and effect until the termination or expiration of the term of such Order Form signed by Customer; and (ii) Customer shall not be entitled to a refund for any Fees. 

Upon termination, all rights granted to Customer under this Agreement will also terminate and Customer must cease all use of the Services, cause all copies of the Services to be deleted or uninstalled from its Users’ devices, and return or destroy any accompanying documentation in its possession or control. Termination will not limit any of Pathful’s rights or remedies at law or in equity.

22. General Terms

Relationship of Parties

No joint venture, partnership, employment, or agency relationship exists between Customer and Pathful as a result of this Agreement or Customer’s use of the Services. 

Notices

Any notice to be provided to Pathful under these Terms shall be delivered via email to corporate@pathful.com. Any notice to be provided to Customer shall be delivered via email to the email address on file with Pathful at the time of such notice. Any such notice shall be considered received when sent to recipient’s email address.

Severability

If any provision of this Agreement is held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or shall be severed from the Agreement if, and solely, to the limited extent such construction is not possible, and the remaining portion of this Agreement shall remain in full force and effect. 

Assignment; Waiver

Customer may not assign, delegate, or transfer this Agreement or Customer’s rights or obligations under this Agreement. Pathful may transfer, assign, or delegate this Agreement and its rights and obligations without consent in the event of a merger or sale of assets, provided, however, that this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. A party’s failure to enforce any provision of this Agreement will not be deemed a waiver of that provision or any other provision of this Agreement and any waiver by a party of any breach of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any other right under this Agreement.

Entire Agreement; Interpretation

This Agreement, including the Order Form(s) and together with any notices, documents, and terms and conditions referenced within this Agreement, constitute the entire agreement between the parties with respect to the subject matter. Provisions of this Agreement that by their nature should survive the termination or expiration of this Agreement shall survive. 

Modification

Pathful reserves the right, in its sole discretion, to change these Terms of Service at any time.  All changes are effective immediately when we post them and apply to all access to and use of the Servcies thereafter. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. The “last updated” date indicates when these Terms of Service were last revised. Your continued use of the Services after these Terms of Service have been updated constitutes your agreement to any updated terms.