These Path, LLC Terms of Service (this "Agreement") are entered into by Path, LLC ("Path") and the entity executing this Agreement ("You"). This Agreement governs Your use of Path (the "Software"). BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. In consideration of the foregoing, the parties agree as follows:
“Active” means a Project that You have been and are entering data. Typically, a Project is Active from the start of the project, possibly the Notice To Proceed, to the time the project is closed and You no longer wish to input data.
“Archive” or “Archived” occurs when You select the option to Archive a Project. When you Archive a Project, it is no longer Active and there is no fee for the Project. When a Project is moved to the Archive, it means the data for the Project moves from the Active Project data warehouse into a long-term storage data warehouse. You may still access Archived Projects to view reports, but it may take several seconds longer for the Project’s data to load into the Software.
"Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days, reduced to writing and marked "confidential". However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.
"Documentation" means any accompanying documentation made available to You by Path, LLC for use with the Software, including any documentation available online.
“Identifying Data” is data about Your company or about You personally.
“Own”, “Owner”, “Owned” is the entity who paid Path, LLC for use of the software and administered the account. Only an Owner, and those designated as its representatives, can invite others to contribute Project Data, view reports, download Project Data, and share Project Data with others.
“Path, LLC” is the name of the entity that provides and supports Path.
“Path” is the system, software, servers, and other mechanisms on which data is uploaded, stored, analyzed, viewed, and reported.
“Project” means something like a design, engineering or construction project. Project teams would typically note and track such things as a start date, end date, budget, schedule, progress, and other such items.
"Project Data" means information about Projects.
"Report" means the resulting analysis shown on Path.
"Servers" means the servers on which Path, LLC is operated. Servers are owned by third-parties.
“Site” means the informational website for the company Path, LLC.
“Software” means the Path program or system.
"Third Party" means any third party (i) to which You provide access to Your Account or (ii) for which You use the Software to collect information on the third party's behalf.
“We”, “Us” and “Our” refers collectively to the company Path, LLC.
“You” and “Your” mean you individually, as applicable and allowed by law, and the company, organization, or institution you represent or are employed by.
The words "include" and "including" mean "including but not limited to."
2. Fees and Service.
The Software is provided for a fee of $79 per Project per month on Active Projects. There is no fee for Archived projects. If, for example, a Project is Active on the system for ten (10) months, the fee for use of the Software would be $790. If two Projects are Active for ten (10) months, the fee would be $1,580.
For Active Projects, there is no limit on the number of times You may enter data during the month, view a report, create comparison reports, or print reports. There is no fee to view, create comparison reports and print reports of Archived projects.
Path, LLC may change its fees and payment policies for the use of Path from time to time. Changes to the fee will apply to new Projects and will not apply to Active Projects. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys' fees) incurred by Path, LLC will be included in the amount owed and may be charged to the credit card or other billing mechanism associated with Your account.
3. Member Account, Password, and Security.
To register for the Software, You must complete the registration process by providing Path, LLC with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You will protect Your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You will notify Path, LLC immediately upon learning of any unauthorized use of Your Account or any other breach of security. Path, LLC’s (or its wholly-owned subsidiaries') support staff may, from time to time, log into Path under Your customer password in order to maintain or improve service, including to provide You assistance with technical or billing issues.
4. Nonexclusive License.
Subject to the terms and conditions of this Agreement, (a) Path, LLC grants You a limited, revocable, non-exclusive, non-sublicensable license to use Path for Your Projects, and (b) You may access, view and download on Path Your Reports. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of Path, any Documentation, or any training materials including but not limited to videos; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Path, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to Path, the Documentation or any training materials including but not limited to videos; (iv) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of Path; or (v) use data belonging to a third party in Path for purposes other than generating, viewing, and downloading Reports. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Software, and Reports.
Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
6. Information Rights and Publicity.
Path, LLC may retain and use information collected in Your use of Path. Path, LLC will not share Identifying data with any third party unless Path, LLC (i) has Your consent; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure is reasonably necessary to protect the rights, property or safety of Path, LLC, its users or the public; or (iii) in certain limited circumstances does so to carry out tasks such as billing with strict restrictions that prevent Your company information from being used or shared.
Information You Provide To Path, LLC. We collect information from You, such as first and last name, e-mail and mailing address, company name, and password when you create an account. When You order services, You provide Us or Our third party payment processor with information necessary to complete the transaction, which may include Your name, credit card information, and billing information. We may retain information on Your behalf, such as files and messages that You store using Your account. If You provide Us feedback or contact us via e-mail, we will collect Your name and e-mail address, as well as any other content included in the e-mail. We also collect other types of Identifying Data and demographic information that You provide to Us voluntarily.
Information Collected By Technology. To make Our Software more useful to You, Our servers (which may be hosted by a third party service provider) collect Your information such as browser type, operating system, Internet Protocol (IP) address, domain name, and/or a date/time stamp for Your visit.
Testimonials. We display personal testimonials of satisfied customers on Our website in addition to other endorsements. With Your consent we may post Your testimonial along with Your name. If You wish to update or delete your testimonial, You can contact us at firstname.lastname@example.org.
Use of Identifying Data. In general, Identifying Data you submit to Us is used either to respond to requests that You make, or to aid Us in serving Uou better. We use Your personal information in the following ways: to create and maintain Your account; to identify You as a user in Our system; to operate, maintain, and improve Our Site; to personalize and improve Your experience; to send You administrative e-mail; to respond to Your comments or inquiries; to protect, investigate, and deter against fraudulent, unauthorized, or illegal activity; and to make telephone calls to You, from time to time, as a part of secondary fraud protection or to solicit Your feedback with Your permission.
Disclosure of Identifying Data. We will share Your personal information with third parties only in the ways that are described in this policy or with Your consent.
Third Party Service Providers. We may share Your personal information with third party service providers for the sole purpose of providing You with the services We offer You through the Software. For example, we may share Identifying Data with service providers who host Our websites or provide email services on Our behalf.
Changes To Identifying Data. You may change some of Your Identifying Data by editing Your profile within the Software. You may also request changes or deletions by e-mailing us at the e-mail address set forth below. We will respond to Your request, when permitted by law, within 30 days.
Security Of Your Identifying Data. Path, LLC takes reasonable steps to help protect Your Identifying Data in an effort to prevent unauthorized access, use, or disclosure. Despite these measures, You should know that We cannot fully eliminate security risks associated with Identifying Data. No method of transmission over the Internet, or method of electronic storage, is 100% secure; therefore, we cannot guarantee its absolute security. Any content You post while using the Software is at Your own risk. If You have any questions about security on Our Site, You can contact Us at the contact information set forth below.
Deletion of Your Identifying Data. You may request to have Your Identifying Data removed from Our Site and from Our Software. Such request will permanently delete Your Identifying Data from Our Software. This means Your Identifying Data, such as your place of employment, name, and other Identifying Data will be deleted.
Ownership and Use of Project Data. Project Data connected to Identifying Information is Owned by the organization who paid Path, LLC to use the software. An Owner may examine, download, and give Project Data to Third Parties. An Owner may invite Third Parties to contribute, edit, and view the Owner’s Project Data. Should the Owner choose to delete their account, the Owner’s Identifying Data will be deleted from the Project Data and cannot be restored so that the Owner will not have access to their historical Project Data or associated trends. Project Data that no longer contains Identifying Data becomes the property of Path, LLC and is used for such things as, but is not limited to, analyzing industry trends.
Security of Your Project Data. Path, LLC takes reasonable steps to help protect Your Project Data in an effort to prevent unauthorized access, use, or disclosure. Despite these measures, You should know that We cannot fully eliminate security risks associated with Project Data. No method of transmission over the Internet, or method of electronic storage, is 100% secure; therefore, we cannot guarantee its absolute security. Any content You post while using the Software is at Your own risk. If You have any questions about security of Our Software, You can contact Us at the contact information set forth below.
P.O. Box 827
Rexburg, ID 83440
To the extent permitted by applicable law, You will indemnify, hold harmless and defend Path, LLC, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against Path, LLC or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Path, LLC or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Software, (iii) Your violations of applicable laws, rules or regulations in connection with the Software, (iv) any representations and warranties made by You concerning any aspect of the Software or Reports to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Software or Reports; (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Software or Reports. Path, LLC will provide You with written notice of any claim, suit or action from which You must indemnify Path, LLC. You will cooperate as fully as reasonably required in the defense of any claim. Path, LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
9. Third Parties.
If You use the Software on behalf of the Third Party or a Third Party otherwise uses the Software through Your account, whether or not You are authorized by Path, LLC to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Path, LLC may share with the Third Party any Customer Data that is specific to the Third Party's Properties, and (c) You will not disclose Third Party's Identifying Data to any other party without the Third Party's consent.
10. DISCLAIMER OF WARRANTIES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, PATH, LLC MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.
11. LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, PATH, LLC WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF PATH, LLC OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. PATH, LLC'S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED $500 (USD).
12. Proprietary Rights Notice.
The Software and all Intellectual Property Rights therein are, and will remain, the property of Path, LLC. All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by Path, LLC and its licensors without restriction, including, Path, LLC's right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Software; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Software for any purpose without the express written consent of Path, LLC; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Path, LLC other than in the name of Path, LLC; (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Software; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Software based on patent infringement.
13. U.S. Government Rights.
If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
14. Term and Termination.
Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Path, LLC will stop providing, and You will stop accessing the Software. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full and (c) Your identifying Information will be deleted from Your Project Data and cannot be restored so that You will not have access to Project Data or associated trends. Project Data that no longer contains Identifying Data becomes the property of Path, LLC and is used for such things as, but is not limited to, analyzing industry trends.
15. Modifications to Terms of Service and Other Policies.
Path, LLC may modify these terms or any additional terms that apply to the Software to, for example, reflect changes to the law or changes to the Software. You should look at the terms regularly. Path, LLC will post notice of modifications to these terms at www.getpath.net. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Software, You should discontinue Your use of the Software. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Path, LLC, (ii) You accept updated terms online, or (iii) You continue to use the Software after Path, LLC has posted updates to the Agreement or to any policy governing the Service.
16. Miscellaneous, Applicable Law and Venue.
Path, LLC will be excused from performance in this Agreement to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between You and Path, LLC concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement will be governed by and construed under the laws of the state of Idaho without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Idaho law, rules, and regulations, Idaho law, rules and regulations will prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Madison County, Idaho. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may not be exported to or used by embargoed countries or individuals. Any notices to Path, LLC must be sent to: Path, LLC, P.O. Box 827, Rexburg, Idaho, 83440, USA, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights in this Agreement without Path, LLC’s prior written consent, and any such attempt is void. The relationship between Path, LLC and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
Last Updated Day March 2019