TERMS OF USE

Last updated: July 5, 2022

 

  1. Acceptance of the Terms of Use

 

These terms of use are entered into by and between You and Third Floor Technologies, Inc. (“Company,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms of Use“), govern your access to and use of all Company products, services, and properties, including but not limited to www.path.tech, community.path.tech, the mobile applications and mobile representations of the foregoing, along with any content, functionality, and services offered on or through the foregoing (collectively, the “Path Properties”), whether as a guest or a registered user. The “Company” includes its officers, directors, employees, consultants, affiliates, subsidiaries, and agents.

 

Please read the Terms of Use carefully before you start to use the Path Properties. By using the Path Properties or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.path.tech/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Path Properties. 

 

PLEASE NOTE: Third Floor Technologies, Inc. is not a lawyer, law firm, financial advisor, accountant, or substitute for any of the foregoing. We do not engage in the practice of law or offer individual financial advisory or accounting services. Third Floor Technologies, Inc. cannot and does not provide any kind of advice, explanation, opinion, or recommendation about possible legal or financial rights, remedies, defenses, options, selection of forms, or strategies. The information provided on the Path Properties is generalized and you are responsible for properly using the Path Properties. We encourage you to talk to qualified legal and financial advisors as needed for specific questions about your business.

 

  1. Eligibility for Use of the Path Properties

 

The Path Properties are offered and available to users who are 18 years of age or older and who reside in the United States. By using the Path Properties, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Path Properties. The Path Properties are intended for use only in the United States.

 

  1. Changes to the Terms of Use

 

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Path Properties thereafter. However, any changes to the dispute resolution provisions set out in “Governing Law and Jurisdiction” will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Path Properties.

 

Your continued use of the Path Properties following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. 

 

  1. Accessing the Path Properties and Account Security

 

We reserve the right to withdraw or amend the Path Properties, and any service or material we provide on the Path Properties, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Path Properties is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Path Properties, or the entire Path Properties, to users, including registered users.

 

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Path Properties; and

  • ensuring that all persons who access the Path Properties through your internet connection are aware of these Terms of Use and comply with them.

 

To access the Path Properties or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Path Properties that all the information you provide on the Path Properties is correct, current, and complete. You agree that all information you provide to register with this Path Properties or otherwise, including, but not limited to, through the use of any interactive features on the Path Properties, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Path Properties or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

 

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

 

  1. Intellectual Property Rights

 

The Path Properties and the contents, features, and functionality of the Path Properties (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

 

You agree to not: (i) license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Path Properties, in whole or in part, or any content or materials displayed on the Path Properties (other than content or materials you submit to the Path Properties); (ii) reproduce, modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Path Properties; or (iii) access the Path Properties to build a similar or competitive website, produce, or service, or to disrupt the Company’s relationships with its business partners or otherwise compete against the Company. Except as expressly stated in these Terms of Use, you shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Path Properties, in whole or in part. Notwithstanding the foregoing, you may temporarily store copies of such materials on your computer in the computer’s random-access memory (RAM) incidental to your accessing and viewing those materials, and you may store files that are automatically cached by your web browser for display enhancement purposes.

 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Path Properties in breach of the Terms of Use, your right to use the Path Properties will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Path Properties or any content on the Path Properties is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Path Properties not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

 

  1. Trademarks

 

The “Path” name, logo, any other Company names and logos, and all names, logos, product and service names, designs, and slogans related to the foregoing are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Path Properties are the trademarks of their respective owners.

 

  1. Prohibited Uses

 

You may use the Path Properties only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Path Properties:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 

  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.

  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Path Properties, or which, as determined by us, may harm the Company or users of the Path Properties, or expose them to liability.

 

Additionally, you agree not to:

  • Use the Path Properties in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Path Properties, including their ability to engage in real time activities through the Path Properties.

  • Use any robot, spider, or other automatic device, process, or means to access the Path Properties for any purpose, including monitoring or copying any of the material on the Path Properties.

  • Use any manual process to monitor or copy any of the material on the Path Properties, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

  • Use any device, software, or routine that interferes with the proper working of the Path Properties.

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Path Properties, the servers on which the Path Properties are stored, or any server, computer, or database connected to the Path Properties. 

  • Attack the Path Properties via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Path Properties.

 

  1. User Content

 

From time to time, as you use the Path Properties, you may submit or upload certain content, including but not limited to, profile information, biographical information, financial information, documents, records, completed forms, and messages (collectively, “User Content”). You understand and acknowledge that you, not the Company, have full responsibility for your User Content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third-party for the content or accuracy of any User Content submitted by you or any other user of the Path Properties. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by the Company. The Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content.

 

You hereby grant to the Company, our affiliates and service providers, and each of their respective licensees, successors, and assigns an irrevocable, non-exclusive, license to reproduce, modify, perform, display, distribute, and otherwise, and otherwise use your User Content for the purposes of including your User Content on the Path Properties.

 

You represent and warrant that: 

  • You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

  • Your User Content will comply with these Terms of Use, including our Acceptable Use Policy. 

 

User Content must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.

  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization. 

  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

 

  1. Monitoring and Enforcement; Termination

 

We have the right to:

  • Remove or refuse to post any User Content for any or no reason in our sole discretion.

  • Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Path Properties or the public, or could create liability for the Company.

  • Disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Path Properties. 

  • Terminate or suspend your access to all or part of the Path Properties for any or no reason, including without limitation, any violation of these Terms of Use.

 

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Path Properties. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

 

  1. Intellectual Property Infringement

 

If you believe that your content has been used by the Company in a way that constitutes intellectual property infringement, you may contact us at team@path.tech.

 

In the event you send us a notice of copyright infringement, you must provide the following information: an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located; your address, telephone number, and email address; a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. 

 

  1. Reliance on Information Posted

 

The information presented on or through the Path Properties is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Path Properties, or by anyone who may be informed of any of its contents.

 

We update the content on the Path Properties from time to time, but the content on the Path Properties may not necessarily complete or up-to-date in all cases. Any of the material on the Path Properties may be out of date at any given time, and we are under no obligation to update such material. 

 

  1. Information About You and Your Visits to the Path Properties

 

All information we collect on the Path Properties is subject to our Privacy Policy. By using the Path Properties, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

 

  1. Linking to the Path Properties and Social Media Features

 

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

 

The Path Properties may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on the Path Properties.

  • Send emails or other communications with certain content, or links to certain content, on the Path Properties.

  • Cause limited portions of content on the Path Properties to be displayed or appear to be displayed on your own or certain third-party websites.

 

You may use these features solely as they are provided by us. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.

  • Cause the Path Properties or portions of them to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

  • Link to any part of the Path Properties other than the homepage.

  • Otherwise take any action with respect to the materials on the Path Properties that is inconsistent with any other provision of these Terms of Use.

 

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

 

We may disable all or any social media features and any links at any time without notice in our discretion. 

 

  1. Links from the Path Properties

 

If the Path Properties contain links to other sites and resources provided by third-parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Path Properties, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

 

  1. Geographic Restrictions

 

The owner of the Path Properties is based in the State of New York in the United States. We provide the Path Properties for use only by persons located in the United States. We make no claims that the Path Properties or any of the content on the Path Properties is accessible or appropriate outside of the United States. Access to the Path Properties may not be legal by certain persons or in certain countries. If you access the Path Properties from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

  1. Disclaimer of Warranties

 

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Path Properties will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. 

 

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PATH PROPERTIES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PATH PROPERTIES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

 

YOUR USE OF THE PATH PROPERTIES, THE CONTENT ON THE PATH PROPERTIES, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PATH PROPERTIES IS AT YOUR OWN RISK. THE PATH PROPERTIES, THE CONTENT ON THE PATH PROPERTIES, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PATH PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PATH PROPERTIES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PATH PROPERTIES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PATH PROPERTIES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PATH PROPERTIES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PATH PROPERTIES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

 

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

  1. Limitation on Liability

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PATH PROPERTIES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PATH PROPERTIES, OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

 

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

  1. Indemnification

 

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Path Properties, including, but not limited to, your User Contributions, any use of the content, services, and products on the Path Properties other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Path Properties.

 

  1. Governing Law and Jurisdiction

 

All matters relating to the Path Properties and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

 

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Path Properties shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the City of New York and County of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

  1. Arbitration

 

At Company’s sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Path Properties, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

 

  1. Limitation on Time to File Claims

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PATH PROPERTIES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

  1. Waiver and Severability

 

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

 

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

 

  1. Entire Agreement

 

The Terms of Use (including our Privacy Policy) constitutes the sole and entire agreement between you and Third Floor Technologies, Inc. regarding the Path Properties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Path Properties. 

 

  1. Your Comments and Concerns

 

The Path Properties are operated by Third Floor Technologies, Inc.

To contact us with feedback, questions, comments, or suggestions about the Path Properties or for technical support, please email us at team@path.tech