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Pathr™ Services Agreement

THIS SERVICES AGREEMENT (“AGREEMENT”) IS BY AND BETWEEN PATHR.AI, INC. (“PATHR”) AND THE CUSTOMER IDENTIFIED IN THE ORDER FORM OR INVOICE GENERATED UPON REGISTRATION (“CUSTOMER”), AND GOVERNS CUSTOMER’S USE OF THE SERVICES (AS DEFINED BELOW) UNLESS PATHR AND CUSTOMER HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING SUCH USE.
PATHR IS WILLING TO PROVIDE THE SERVICES (AS DEFINED BELOW) TO CUSTOMER ONLY UPON THE CONDITION THAT CUSTOMER ACCEPTS ALL THE TERMS CONTAINED IN THIS AGREEMENT. BY CLICKING ON THE CHECKBOX MARKED “[I AGREE TO BE BOUND BY PATHR SERVICES AGREEMENT]” ON THE REGISTRATION PAGE OR BY USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.

1. Definitions.

  1. “Aggregate Data” means any data that is derived or aggregated from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services.
  2. “Authorized User” means an employee or contractor whom Customer has authorized to use the Services. If applicable, the total number of Authorized Users will not exceed the number set forth in the relevant Order Form or Invoice, except as expressly agreed in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
  3. “Customer Materials” means all information, data, content and other materials, in any form or medium, that is provided by or on behalf of Customer through the Services or to Pathr, such as floorplans, but excluding, for clarity, Aggregate Data and any information, data, data models, content or materials owned or controlled by Pathr and made available through or in connection with the Services.
  4. “Documentation” means the operator and user manuals, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in electronic form to the extent provided by Pathr to Customer (including any revised versions thereof) relating to the Services, which may be updated from time to time upon notice to Customer.
  5. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
  6. “Invoice” means the invoice issued when Customer registers to use the Services when no Order Form is generated.
  7. “Order Form” means the order form generated when Customer registers to use the Services.
  8. “Party” means Pathr and Customer individually, and “Parties” means Pathr and Customer collectively.
  9. “Pathr IP” means the Services and Documentation, all improvements, modifications or enhancements to, or derivative works of, the foregoing, and all Intellectual Property Rights in and to any of the foregoing.
  10. “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
  11. “Report” means a report or other output of the Services provided on a one-time basis that is unique and otherwise identifiable to Customer.
  12. “Services” means one or more one-time or subscription services made available through Pathr’s proprietary spatial intelligence platform accessible at https://pathr.ai/, as identified in the applicable Order Form or Invoice.
  13. “Subscription Services” means Services provided on a subscription basis, including all updates, patches, bug fixes and upgrades thereto that may be provided by Pathr.
  14. “Use” means to use and access the Services in accordance with this Agreement and the Documentation.

 

2. Services; Access and Use.

  1. Services. Subject to the terms and conditions of this Agreement, Pathr hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11(f)) right to Use the Services during the term of this Agreement, solely for Customer’s internal business purposes.
  2. Use Restrictions. Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Pathr for use expressly for such purposes; or (viii) use the Services, Documentation or any other Pathr Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.
  3. Authorized Users. Customer will not allow any Person other than Authorized Users to access or use the Services. Customer may permit Authorized Users to Use the Services, provided that Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Services. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Pathr if Customer knows or reasonably suspects that any user name and/or password has been compromised.
  4. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Pathr reserves and, as between the Parties will solely own, the Pathr IP and all rights, title and interest in and to the Pathr IP. No rights are granted to Customer hereunder other than as expressly set forth herein and Pathr reserves all right, title, and interest in and to the Services, the underlying technology and code, and all enhancements, adaptations, improvements, or modifications to the foregoing whether developed during or independent of this Agreement and all Intellectual Property Rights associated therewith.
  5. Feedback. From time to time Customer or its employees, contractors, or representatives may provide Pathr with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Pathr a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Pathr’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

 

3. Fees and Payment.

  1. Fees. Customer will pay Pathr the non-refundable fees set forth in the relevant Order Form or Invoice in accordance with the terms therein (“Fees”) and without offset or deduction. Pathr reserves the right to change the Fees for Subscription Services or applicable charges and to institute new charges and Fees at the end of the subscription’s Initial Term or then current Renewal Term, upon sixty (60) days’ prior notice to Customer (which may be sent by email).
  2. Payment Terms. Customer will pay the Fees as set forth in the relevant Order Form or Invoice. All one-time Services must be pre-paid; Subscription Services will be charged on the date the Order Form or Invoice is issued for the Initial Term and on the first day of each Renewal Term thereafter. If the Order Form or Invoice provides for payment via credit card, and Customer has provided to Pathr valid, up-to-date and complete credit card details, Pathr will charge that credit card on the date the Order Form or Invoice is issued (and, to the extent applicable, on the first day of each Renewal Term thereafter). All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Pathr may suspend the Services until all payments are made in full. Customer will reimburse Pathr for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
  3. Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Pathr hereunder, other than any taxes imposed on Pathr’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Pathr hereunder, Customer will pay an additional amount, so that Pathr receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

 

4. Confidential Information.

  1. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Pathr. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in this Agreement will limit or restrict Pathr’s ability to use or disclose any general know-how, experience, concepts and/or ideas that Pathr or its personnel acquire or obtain in connection with the performance of Pathr’s obligations hereunder.
  2. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
  3. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

 

5. Data; Report.

  1. Pathr acknowledges that, as between Customer and Pathr and except as set forth in Section 5(b), Customer owns and retains all right, title and interest in and to all Customer Materials and the Report. Notwithstanding the foregoing, Customer agrees not to disclose the Report to third party competitors of Pathr without Pathr’s prior written approval.
  2. Customer hereby grants Pathr (i) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Services and Pathr’s other related products, services and technologies during the term of this Agreement; and (ii) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, reproduce, distribute, display, perform, modify, make derivative works of and otherwise exploit all Aggregate Data in connection with the hosting, operation, improvement and provision of the Services or any other business purpose including, without limitation, the right to share such data on a de-identified basis.
  3. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the term of this Agreement, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by this Agreement and (ii) Pathr’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.

 

6. Representations and Warranties.

Each Party hereby represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.

 

7. Indemnification.

  1. Pathr Indemnification. Subject to Section 7(e), Pathr will indemnify, defend and hold Pathr harmless for all losses, damages, liabilities and costs (including reasonable attorneys fees) (“Losses”) incurred by Customer resulting from any claim, suit or proceeding brought by a third party (“Claims”) against Customer that Customer’s Use of the Subscription Services, infringes or misappropriates such third party’s Intellectual Property Rights. For the avoidance of doubt, Pathr’s obligations under this Section 7(a) apply only to Subscription Services and not to Services provided on a one-time basis.
  2. Exclusions. Pathr’s obligations under Section 7(a) will not apply if the underlying third-party claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by Pathr; (iv) modifications to the Subscription Services by anyone other than Pathr; or (v) combinations of the Subscription Services with software, data or materials not provided by Pathr.
  3. IP Remedies. If Pathr reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Pathr may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Pathr determines that neither alternative is commercially practicable, Pathr may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Pathr will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. For the avoidance of doubt, Pathr’s obligations under this Section 7(c) apply only to Subscription Services and not to Services provided on a one-time basis. The rights and remedies set forth in this Section 7 shall constitute Customer’s sole and exclusive remedy for any claims of infringement of Intellectual Property Rights in connection with the Services.
  4. Customer Indemnification. Subject to Section 7(e), Customer will indemnify, defend and hold Pathr harmless for all Losses incurred by Pathr resulting from any Claims against Pathr arising from (i) any Customer Materials, including, without limitation, (A) any claim that the Customer Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) use of the Services by Customer or its Authorized Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the license restrictions in Section 2(b).
  5. Indemnification Procedures. The party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of the claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services). The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

 

8. Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND OTHER PATHR IP ARE PROVIDED ON AN “AS IS” BASIS, AND PATHR MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE PATHR IP, INCLUDING THE SERVICES OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PATHR HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PATHR HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

 

9. Limitations of Liability.

  1. Exclusion of Damages. EXCEPT FOR: (i) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (ii) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (iii) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PATHR IP OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
  2. Total Liability. IN NO EVENT WILL PATHR’S TOTAL LIABILITY TO CUSTOMER, ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT, THE PATHR IP OR THE PROVISION OF THE SERVICES EXCEED (A) WITH RESPECT TO SERVICES PROVIDED ON A ONE-TIME BASIS, THE FEES ACTUALLY PAID BY CUSTOMER TO PATHR FOR SUCH SERVICES UNDER THE RELEVANT ORDER FORM OR INVOICE, OR (B) WITH RESPECT TO SUBSCRIPTION SERVICES, THE FEES ACTUALLY PAID BY CUSTOMER TO PATHR IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IN EACH CASE REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT PATHR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
  3. Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN PATHR AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

 

10. Term and Termination.

  1. Term. For Services provided on a one-time basis, the term of this Agreement begins on the date that Customer accepts it and expires on the date that the applicable Report is delivered to Customer. For Subscription Services (i) the initial term of this Agreement begins on the date that Customer accepts it and expires at the end of the Initial Term specified in the relevant Order Form or Invoice (the “Initial Term”), and (ii) following the Initial Term, this Agreement will automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term”), unless either Party provides the other with at least thirty (30) days’ written notice of its intent not to renew this Agreement prior to the end of the Initial Term or Renewal Term then in effect.
  2. Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
  3. Survival. This Section 10(c) and Sections 1, 2(b), 2(d), 2(e), 3, 4, 5, 7, 8, 9, 10(d) and 11 survive any termination or expiration of this Agreement.
  4. Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2(a) will terminate; and (ii) Customer will return or destroy, at Pathr’s sole option, all Pathr Confidential Information in its possession or control, including permanent removal of such Pathr Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Pathr’s request, certify in writing to Pathr that the Pathr Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.

 

11. General.

  1. Entire Agreement. This Agreement, including all Order Forms and Invoices, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.
  2. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement. All notices to Pathr will sent to 530 E Showers Dr 7-202, Mountain View, CA, 94040, United States, and all notices to Customer will be sent to the address set forth in the relevant Order Form or Invoice, or provided by Customer upon registration with the Services; or to such other address as may be specified by the relevant Party to the other Party in accordance with this Section 11(b). Such notices shall deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.
  3. Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
  4. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
  5. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
  6. Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, Pathr may assign or transfer this Agreement to a third party that succeeds to all or substantially all of Pathr’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
  7. Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
  8. Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, governmental orders, material changes in law, war, terrorism, riot, or acts of God.
  9. Subcontracting. Pathr may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that the Pathr remains responsible for the performance of each such Subcontractor. Notwithstanding the foregoing, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. Stripe, Paypal), Pathr shall use commercially reasonable efforts to guard against any Losses but shall not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that the Losses are caused directly from the gross negligence or willful misconduct of Pathr.
  10. Export Regulation. Customer will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Services or underlying software, or any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.
  11. U.S. Government End Users. The Services, underlying Software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the underlying software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement.
  12. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.
  13. No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.

Pathr™ Legal (Terms and Conditions)

Acceptance of Terms
By using this website, you acknowledge your agreement to the following terms and conditions, without limitation or qualification. Please read these terms carefully. These Terms of Use may be changed, modified, supplemented, or updated at any time, with or without advance notice. You agree to be bound by any such modifications. It is your responsibility to visit the link at the bottom of the Pathr.ai home page periodically to review the most current terms and conditions. If you do not agree with these Terms of Use, you should immediately stop using this website.

This website is owned and maintained by Pathr.ai. The following terms and conditions apply to all users of this website, though we may choose to add to or supersede certain provisions herein with other provisions located in other parts of this website. You further acknowledge that the current Terms of Use, Online Privacy Policy, and other policies posted on this website constitute the entire agreement between you and Pathr.ai in connection with your use of this website, and the content and software herein. You represent and warrant that any information you provide via the website or electronic mail is true and accurate to the best of your knowledge. You acknowledge that the information you may enter into any on-line application is material to any decision by the underwriting company to issue a policy, and that any decision to issue a policy would be made in reliance upon the sufficiency and accuracy of the information entered into the application.

Disclaimer
To the fullest extent permissible pursuant to applicable law, the materials and software on this website are provided on an “as is” or “as available” basis and without warranties of any kind, either express or implied. Pathr.ai disclaims all warranties, express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose. Pathr.ai does not warrant that the website’s functions will be uninterrupted, non-infringing, or error-free, that any such defects will be corrected, or that this website or the server that makes it available are free of viruses or other harmful components

All information on this website, including all surveys, benchmark reports, educational materials, risk reports, and/or actuarial analysis and reports, is for general informational purposes only, and is not offered as legal, accounting or other professional advice.

The descriptions of Pathr.ai products and services on this website, including any sample forms or wordings, are not necessarily intended to be complete descriptions of all applicable terms, exclusions, and conditions and are provided solely for general informational purposes. Any statement regarding insurance coverage herein is subject in all respects to the specific terms and conditions of the actual applicable policy or product or service agreement. Complete policy terms are available upon request.

While Pathr.ai uses reasonable efforts to include accurate and up-to-date information on this website, errors or omissions sometimes do occur. Pathr.ai does not warrant or make any representations regarding the use or the results of the use, of any of the materials on this website in terms of their correctness, accuracy, reliability, or otherwise. Planning tools on this website, including online quoting and rating systems, loss run reports, and/or calculators, are available only as a convenience to users and are not intended to generate advice or recommendations upon which a user may rely. Pathr.ai does not warrant or make any representations regarding the correctness, accuracy, or reliability of the results generated by any such tools, and makes no guarantee that the results shown will be achieved. These tools and calculators are not part of any planning report for which you may have paid a fee, even if they utilize data derived from or contained in such a report. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you if you are a resident of any such state. You may also have other legal rights that vary from state to state.

Limitation of Liability
To the fullest extent permissible pursuant to applicable law, you understand and agree that under no circumstances, including, but not limited to, negligence, shall Pathr.ai be liable to you for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages that result from the use of, or the inability to use, the materials on this website, even if Pathr.ai or an authorized representative of Pathr.ai has been advised of the possibility of such damages. Pathr.ai also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property as a result of your access to, use of, or browsing of this website or your downloading of any materials, data, text, images, video, or audio from this website. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

You agree to indemnify, defend, and hold harmless Pathr.ai from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of this website or any violation of these Terms of Use. If you cause a technical disruption to the website or the systems transmitting the site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. Pathr.ai reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Pathr.ai in the defense of such matter.

Third Party Content
This website may contain hyperlinks to other websites which are not owned or maintained by Pathr.ai. Pathr.ai is not responsible for the content or privacy practices of such websites. These hyperlinks are provided solely for your convenience, and do not imply Pathr.ai’s approval or endorsement of such sites or the content therein. We do not control such websites, and assume no responsibility for their content or accuracy, even though Pathr.ai’s name or logo may appear on certain pages of such third party sites. We accept no liability for any information, products, advertisements, content, services, or software accessible through such third party websites or for any action you may take as a result of linking to any such website. We recommend that you carefully read the privacy policies and user agreements of these sites, which will solely govern your use thereof.

Ownership of Information
With the exception of personal data (which shall be maintained in accordance with our Online Privacy Policy), any information you transmit to Pathr.ai via this website, by electronic mail, direct entry, submission, or otherwise, including data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of Pathr.ai. Such information may be used for any purpose, including, but not limited to, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. Pathr.ai shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Pathr.ai via this website or by any other means for any purpose whatsoever, including, but not limited to, developing and marketing products using such information. Pathr.ai may modify or discontinue any of the materials, content, or software, or any portion thereof, that appears on this website at its discretion, with or without notice. Pathr.ai will not be liable to you or any third party for the effects of any such modification or discontinuance.

Consent to Communicate Electronically
By utilizing or providing your contact details through Pathr.ai website, you are consenting to receive communications from us electronically. You acknowledge that electronic communications may not be encrypted and there is a risk that data, including email, electronic and wireless communications and personal data, may be accessed by unauthorized third parties. We may communicate with you by email or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Users who do not wish to be contacted electronically may revoke this consent by clicking on the unsubscribe link provided in the footer of any such communication.

Restrictions on Use of Materials
This website is owned and operated by Pathr.ai. Except where otherwise indicated, all materials and software contained in this website, as well as their collection, arrangement, and assembly, are the copyrighted property of Pathr.ai and are protected by U.S. and international copyright laws. No materials from this website may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or otherwise commercially exploited in any way, except with the express written consent of Pathr.ai. You may download material displayed on this website for your personal use only, provided that you do so without alteration, for non-commercial purposes only, and that all copyright and other proprietary notices appear in all copies in the same manner as the original. All other uses are prohibited.

You may not distribute, modify, transmit, reuse, repost, or use the content of this website for public or commercial purposes, including the text, images, audio, and video, without Pathr.ai’s prior written permission. We neither warrant nor represent that your use of materials displayed on this website will not infringe rights of third parties.

You are prohibited from: (i) using this website for any unlawful, unauthorized, fraudulent, or malicious purpose; (ii) using this site in a method that could damage, disable, overburden, or impair any server, or any network connected to a server; (iii) interfering with another person’s use and enjoyment of this website; (iv) using data mining, robots, or similar data gathering and extraction tools with respect to any portion of the website; (v) gaining unauthorized access to accounts, computer systems, or networks connected to any server or systems; or (vi) accessing materials, systems, data, or information not intended by Pathr.ai to be accessible to you or through any means not intentionally made available by Pathr.ai.

In addition, in using this website, you agree you will not: (i) upload or transmit any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity; (ii) create a false identity for the purpose of misleading others or impersonate any person or entity, including but not limited to any Company representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) upload or transmit any material that you do not have a right to reproduce, display, or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (iv) upload or introduce files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or the property of another; (v) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise; (vi) violate any applicable local, state, national, or international law or regulation; (vii) upload or transmit material that infringes any patent, trademark, service mark, trade secret, copyright, or other proprietary right of any party; or (viii) harvest or otherwise collect information about others, including email addresses.

Pathr.ai reserves the right to take any lawful action it deems appropriate in response to any actual or suspected violations of these terms, including but not limited to the suspension or termination of the user’s access to the website and/or account. Pathr.ai may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as expressly limited by the Online Privacy Policy, we reserve the right to disclose any information that we deem necessary to satisfy any applicable law, regulation, legal process, or governmental request, or as otherwise permitted by law. We also reserve the right to edit, remove, or refuse to post any materials or information, in whole or in part, at our sole discretion.

Trademarks
All trademarks, service marks, trade names, logos, and icons are proprietary to Pathr.ai. This proprietary information includes, but is not limited to, the website’s domain name, logos, page headers, graphics, button and icons. Use of the trademarks, service marks, trade dress, or other logos displayed on this website, without prior written authorization of Pathr.ai or as otherwise provided herein, is strictly prohibited.

Proprietary Software
Any software accessible through this website is the property of Pathr.ai or outside suppliers, and is protected by U.S. intellectual property laws and/or international treaties. Use of this software other than to utilize and navigate this website for its intended functions is prohibited, and you agree not to access this website’s content by any means other than the interface Pathr.ai has provided. You agree not to copy, distribute, publicly display, alter, modify, decompile, disassemble, or reverse engineer or otherwise attempt to discover the source code of this software. Pathr.ai does not authorize the downloading or exportation of any software or technical data from this website to any jurisdiction where such activity is prohibited by export laws and regulations. Accordingly, you shall not copy, transfer, or export this software in violation of any applicable export laws and regulations.

Passwords and Security
Pathr.ai requests that you do not send it any information that you consider to be confidential or proprietary through this website or by email. You acknowledge that there is a risk that information provided through the website may be accessed by unauthorized third parties because such information is not encrypted (except where explicitly indicated otherwise). Please note that if you do send us any such information or material, we will assume it is not confidential. By sending us information or material, you grant Pathr.ai an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute this material or information, and you also agree that Pathr.ai is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose.

Users may provide confidential or proprietary information where this website explicitly asks for such information and in the secure manner provided. In these circumstances only will such information be encrypted, and any such information received will be handled in accordance with this website’s Online Privacy Policy.

You acknowledge that you must have an authorized username and password to access portions of this site. You agree to provide true, accurate, current, and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false headers, or otherwise conceal your identity from us for any purpose. You authorize Pathr.ai to process any and all account transactions initiated through the use of your username and password. For your protection and the protection of our other customers and website users, you may not share your username and passwords with any other person for the purpose of facilitating their access and unauthorized use of this website. You are solely responsible for maintaining the confidentiality of your username and password. You acknowledge and agree that you are responsible for any unauthorized activities, charges, damages, and/or liabilities made through the use of your username and password. In no event will Pathr.ai be liable for the unauthorized use or misuse of your username or password. If you do share your account information with anyone, we will consider their activities to have been authorized by you.

You agree to (a) immediately notify Pathr.ai of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. Pathr.ai will not be liable for any losses that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Pathr.ai or another party resulting from someone else’s use of your account or password. You may not use anyone else’s account at any time, with or without the permission of the account holder.

Portions of this website, which must be accessed using a username and password and/or other security device, may contain proprietary and confidential information owned by Pathr.ai. This may include, but is not limited to, information included in web-based seminars, industry data, and technical and marketing information (denoted as “Confidential Information”). By accessing confidential information, you agree to keep this information confidential and to use the information solely for the purpose of maintaining your account and conducting business with Pathr.ai.

You also agree to be careful with this information, and to disclose it to other employees within your company solely on a “need to know” basis. Such employees shall be instructed and agree not to disclose confidential information and not to use it for any purpose not permitted by these Terms of Use. You will not alter, decompile, disassemble, reverse engineer, or otherwise modify any confidential information that you receive.

Privacy Policy
Our Online Privacy Policy describes Pathr.ai’s collection, use, and protection of nonpublic personal information obtained from users of this website. This Privacy Policy will help you to understand how we secure and protect the information we collect, and we urge you to read it.

Jurisdictional Issues
Except as expressly stated herein, the information contained on this website is not an offer to sell or a solicitation of an offer to buy any security, insurance product, or other product or service by Pathr.ai. No security, insurance product or other product or service is offered or will be sold by Pathr.ai or, if sold by such entity, will be effective in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities, insurance, or other laws of such jurisdiction. Those who choose to access this website do so by their own initiative and are responsible for compliance with local laws. Unless otherwise expressly set forth herein, Pathr.ai makes no representation that the materials on this website are appropriate or available for use in any location. Due to various insurance and other regulatory restrictions, certain products and services described on this website may vary by jurisdiction and may not be available in or suitable for all jurisdictions. Further, we make no representation that materials on this website are appropriate for use outside the United States, or that access to this website’s content is legal in all countries and/or territories. You may not use this website or export its materials in violation of United States export laws and regulations. Please contact a designated representative of Pathr.ai or your broker to find out which products and services are available to you in your jurisdiction.

Safe Harbor Statement. This website may from time to time contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (U.S.), which provides a statutory “safe harbor” for forward-looking statements. Any written or oral statements made by or on behalf of Pathr.ai reflect current views with respect to future events and financial performance. These forward-looking statements are subject to uncertainties and inherent risks that could cause actual results to differ materially from those contained in any forward-looking statement. Please refer to Pathr’s filings with the U.S. Securities and Exchange Commission, including the most recent Forms 10-K and 10-Q, and any Forms 8-K since the most recent Form 10-K, for further information on such uncertainties and inherent risks and the “safe harbor” under the Private Securities Litigation Reform Act of 1995.

Choice of Law
These Terms of Use are governed by the laws of the State of California and controlling United States federal law without regard to any conflicts of law provisions, unless such law cannot be applied in a particular jurisdiction under prevailing applicable law. Unless a dispute would be governed by the arbitration clause below, you agree to submit to the personal and exclusive jurisdiction of the courts located within the City of Mountain View, California. If any provision herein is deemed by a court of competent jurisdiction to be unlawful or unenforceable, it will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

Except as expressly stated herein, the information contained on this website is not an offer to sell or a solicitation of an offer to buy any security, insurance product, or other product or service by Pathr.ai. No security, insurance product or other product or service is offered or will be sold by Pathr.ai or, if sold by such entity, will be effective in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities, insurance, or other laws of such jurisdiction. Those who choose to access this website do so by their own initiative and are responsible for compliance with local laws. Unless otherwise expressly set forth herein, Pathr.ai makes no representation that the materials on this website are appropriate or available for use in any location. Due to various insurance and other regulatory restrictions, certain products and services described on this website may vary by jurisdiction and may not be available in or suitable for all jurisdictions. Further, we make no representation that materials on this website are appropriate for use outside the United States, or that access to this website’s content is legal in all countries and/or territories. You may not use this website or export its materials in violation of United States export laws and regulations. Please contact a designated representative of Pathr.ai or your broker to find out which products and services are available to you in your jurisdiction.

Agreement to Arbitrate
Any controversy or claim arising out of or relating to these Terms of Use or use of this website shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, except that, to the extent you have in any manner violated or threatened to violate Pathr.ai’s intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in Delaware, and you consent to exclusive jurisdiction and venue in such courts. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. You agree that the arbitration shall be conducted in Delaware and that any action to enforce this arbitration provision will be brought in the federal or state courts located in Delaware. Either you or Pathr.ai may seek any interim or preliminary relief from a state or federal court of competent jurisdiction in Delaware, as may be necessary to protect the rights or property of you or Pathr.ai pending the completion of arbitration. You agree that, if you are not the prevailing party in such arbitration, you will bear its cost.

Updates
Pathr.ai reserves the right to change these Terms of Use in order to address future developments of Pathr.ai, or the website, or changes in industry or legal trends.

Last Updated December 1, 2019