Welcome to Path.Pro Inc. (“Path.Pro”). Path.Pro is an online subscription service. These Terms of Use (“Terms”) govern your access and use of Path.Pro websites, apps and services collectively called “Services.” A person who sets up an account (“Account”) with Path.Pro is referred to as a “Tenant.” Path.Pro Services allow a Tenant to create online, industry specific quote tools for consumers or Tenant agents to complete and management of the lead from creation to close.
By accessing or using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you”, “your” and “Tenant” refer to you and that Organization.
Your Path.Pro Account
To create a Path.Pro Account you must be over 18 years of age. You must provide Path.Pro true, accurate, current, and complete information about yourself and your business when you create an Account. If the information you provide is untrue, inaccurate, incomplete, or outdated, or we have reasonable grounds to suspect it is, we reserve the right to suspend or terminate the Account and its Services.
Account Security
As a Tenant, you are responsible to secure login credentials that are used to access your Account and any other actions or activities under your credentials. This includes any third-party service you may use to manage your credentials. Path.Pro is not liable for any loss or damage arising from your failure to keep your credentials secure for your sole use. You must notify Path.Pro immediately upon becoming aware any breech of security or unauthorized use of your Path.Pro Account.
Subscription Services
Subscription Plans. As a Tenant, you may access the Services through a free trial or a subscription plan (“Paid Subscription”). Paid Subscriptions are paid in advance of the subscription period but may include revenue sharing that is based on previous month’s revenue. Paid Subscriptions automatically renew at the end of the subscription period unless you set the Paid Subscription to not renew.
Change in Subscription Plans. Subscription Plans may be changed by the Tenant at any time. Any upgrade or downgrade will be prorated for the subscription period based on the date the Tenant makes a change.
Refunds. Upon termination of a Paid Subscription, we will not refund any subscription fees the Tenant has already paid. No refunds will be given for a change in Paid Subscription plan.
Terms. We may change these Terms and the terms of a Subscription Plan from time to time. Any change will be communicated in advance and become effective on the next subscription period. By continuing to use the Service after any change in terms take effect, the Tenant accepts the new Terms and/or the terms of a Subscription Plan.
Payments
Tenants may sell products and services through the Service by using a Path.Pro payment processing service. Merchant fees will apply and will be consistent with market rates typically 2.99%.
Tenant Conduct
Tenant agrees to not misuse the Services. For example, you agree not to, directly or indirection do or attempt to do any of the following:
Taxes
The Tenant agrees to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this agreement, or the use or possession of Services, or any software or product provided under these Terms, excluding any taxes based on net income payable by Path.Pro. If you are exempt from paying any sales, use or other taxes, you must provide Path.Pro with appropriate evidence of tax exemption for all relevant jurisdictions.
Use of Path.Pro software
The license being granted to you does not constitute a sale of the Software or any copy thereofand as between Path.Pro and Tenant. Path.Pro retains all right, title and interest in the Software.
All right, title, and interest in and to the Services excluding Tenant collected lead and customer information are and will remain the exclusive property of Path.Pro and its licensors. The Services are protected by copyright, trademark, trade secret and other laws. Path.Pro, its website, app, logo and other marks are trademarks of Path.Pro. No portion of the Services may be reprinted, republished, modified, or distributed in any form without the express written permission of Path.Pro. Any feedback, comments or suggestions Tenant may provide regarding Path.Pro or the Service is entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to the Tenant.7
Privacy Policy
Path.Pro regards the privacy of its Tenants and their customers as fundamental to maintaining trust. We collect, use, and share personally identifiable information and non-personally identifiable information as described in our Privacy Policy available at Privacy Policy
Term and Termination
These Terms will continue to apply to the Tenant until terminated by either the Tenant or Path.Pro. Path.Pro may terminate the Terms or suspend Tenant access to the Services at any time, including the event of Tenant’s actual or suspected unauthorized use of the Services or non-compliance with the Terms. Upon termination, any content (“Content”) or data (“Data”) that Tenant has stored on the Services may no longer be retrieved, so Tenant should make a backup copy of any such Content or Data on a regular basis or before terminating your plan. If Tenant or Path.Pro terminates the Terms or if Path.Pro suspends Tenant access to the Services, Tenant agrees that Path.Pro shall have no liability or responsibility to Tenant and Path.Pro will not refund any amounts that Tenant has already paid, to the fullest extent permitted under appliable law.
No Agency or Third-Party Beneficiary
Nothing in this agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between Path.Pro and the Tenant. Nothing expressed or mentioned in or implied from these Terms are intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to these terms.
Third-Party Services
The Services may provide links to third-party sites or provide content form third party sites that are not owned or controlled by Path.Pro. These Terms do not apply to any third-party website or their practices.
Indemnity
Tenant agrees to indemnify, defend and hold Path.Pro and its licensees, licensors, and third party service providers and our respective employees, directors, agents, affiliates and representatives harmless from and against any and all losses, liabilities, damages, claims, costs, losses, judgements, tax assessments, penalties, interest, and expenses including without limitation reasonable attorneys’ fees arising from Tenant use of and access to the Services, including any data or Content transmitted or received by Tenant, any other party’s access or use of the Service with your authentication credentials, or Tenant violation of these Terms, applicable law, rule or regulation.
Limitations of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PATH.PRO, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR 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, OR LOSS OF CONFIDENTIAL INFORMATION, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL PATH.PRO BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR TENANT’S PATH.PRO ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PATH.PRO, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, PATH.PRO, ITS PROCESSORS, SERVICE PROVIDERS, AGENTS, SUPPLIERS, OR LICENSORS (AND EACH OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES) SHALL NOT BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY PATH.PRO IN CONNECTION WITH TENANT USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PATH.PRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Force Majeure
No party shall be labile for any default in the performance of its obligations under these Terms if and to the extent such default or delay is caused directly or indirectly by a force majeure event. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail, and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practical.
Governing Law
These Terms shall be governed by Illinois law, without regard to its choice of law or conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Disputes and Arbitration
The provisions of this section will apply to all disputes that may arise out of, are connected with, or relate to these Terms, the Services, and/or the Privacy Policy subject only to the following exceptions: (1) if Path.Pro reasonably believes that you have in any manner acted or failed to act in any manner that may cause harm to Path.Pro or any third party, we may seek injunctive or other appropriate relief in any court of competent jurisdiction; or (2) any dispute may, at the option of the claiming party, be resolved in accordance with the arbitration provision set forth below, provided that all claims by all parties in the dispute were unsuccessfully resolved through the informal resolution process set forth below. In no event will the provisions of this section limit Path.Pro’s ability to investigate complaints or reported violations of these Terms, or to take any action we deem necessary and appropriate to mitigate actions against Path.Pro, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties.
You agree that prior to filing any claim against Path.Pro, you will first contact Path.Pro and provide a brief, written description of the dispute and your contact information (including your business name and username, if your dispute relates to an Account). You will allow Path.Pro thirty (30) days from the date of filing your written description within which to resolve the dispute to your reasonable satisfaction prior to taking any further action.
Except as otherwise set forth in this section, if Path.Pro does not resolve the dispute through good faith negotiations under this informal process, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”) in the city of Chicago, Illinois under the AAA’s commercial arbitration rules.. The arbitration shall take place in Cook County, Illinois. The Arbitrator shall follow Illinois law, as may apply to a particular claim. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues.
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR THE COMPANY MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST EACH OTHER OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A PLAINTIFF, REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. BY AGREEING TO THESE TERMS OF USE, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Therefore, the arbitrator is limited to deciding matters as they exist between you and the Company only. Only a court, and not an arbitrator, shall determine the validity and effect of this Class Action Waiver. If the Class Action Waiver is deemed to be unenforceable, you and Company agree that this Agreement is otherwise silent as to any party’s ability to bring a class, collective or representative action in arbitration. The Arbitrator may not consider and has no authority to consider any claims alleged as class or collective actions or as a representative matter.
Entire Agreement
These Terms with any amendments and any additional agreements the Tenant may enter into with Path.Pro constitute the entire agreement between the parties with respect to the Service and supersede any previous agreements and understandings. In the event of conflict between any other Path.Pro agreement or policy (“Additional Terms”), these Terms shall prevail.
Right to Amend
Path.Pro reserves the right to amend these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may include notice on our website or to the email associated with your Path.Pro Account. Any use of our Services after publication of any such change shall constitute your acceptance of these Terms as modified. If you do not agree to, or cannot comply with, the Terms as amended, you must stop using the Services and notify Path.Pro.
Severability
The parties intend every provision of these Terms to be severable. If any part of these Terms is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.
Notices
Any notices or demands shall be in writing and addressed to the respective parties, as follows: If to Path.Pro except as otherwise provided herein, notice shall be made by registered or certified mail:
Path.Pro Inc.
ATTN: Customer Service
2908 Poston Ave,
Nashville, TN 37203, USA
If to Tenant: Path.Pro may give notice by means of a general notice of the Services, electronic mail to Tenant email address listed in your Path.Pro Account, telephone, or by written communication sent by first class, registered, or certified mail, or by commercial delivery service (e.g., UPS or Federal Express) to any mailing address connected with the Tenant’s Path.Pro Account.
