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title: "CXP Terms of Use"
canonical: "https://resources.pathify.com/space/USA/55378949/CXP%20Terms%20of%20Use"
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> ℹ️ **Version: 2026-08-24 **
> ℹ️ 
> ℹ️ Current version can be found at: [http://pathify.com/terms-of-use](http://pathify.com/terms-of-use)

## In this article:

> Macro (toc)

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# **1. Overview **

1.1. This Agreement was last revised on August 24, 2026. 

1.2. These Terms of Use (“**Terms**”) govern your use of the Pathify web and mobile portal software and services, including the use of our AI Agent (the “**Service**”) and form a binding contractual agreement between you, the user of the Service and us, Path Education Inc. (“**Pathify**”). For that reason, these Terms are important and you should ensure that you read them carefully and contact us with any questions before you use the Service. 

*You can contact us at: *

*Path Education Inc. *  
*5910 S University Blvd, C-18 #224 *  
*Greenwood Village, CO 80121 *  
*[Tel: +](#)**1 (720) 410-2177 *

1.3. The Service offers the ability for an educational institution’s students and employees to utilize a web and mobile portal software (“**Campus Experience Platform” or “CXP**”). 

1.4 We license the Service to your educational institution pursuant to a software and services license agreement with it. By using the Service, you acknowledge and agree that you have had sufficient chance to read and understand the Terms and you agree to be bound by them. If you access or use the Service on behalf of another person you represent that you have the authority to bind that person, and these Terms are the agreement of such person. In that event, any reference to “you”, “your” and “user” refer to that person. Even if your educational institution has a separate agreement with us, you are still bound by these Terms. 

1.5. Personal information collected through the Service (including the CXP and the Agent) is governed by the CXP privacy policy published by Pathify and adopted by your educational institution for the CXP (the “CXP Privacy Policy”), under which your educational institution acts as the controller of that information. Pathify’s website privacy policy, which applies only to personal information collected through Pathify’s own website, is available at [https://pathify.com/privacy-policy/](https://pathify.com/privacy-policy/). 

1.6. You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users. Pathify shall have no liability for your interactions with other Users, nor for any user’s acts or omissions. 

1.7. If you do not agree to the Terms in their entirety, you are expressly prohibited from using the Service and you must discontinue its use immediately. 

1.8. The information provided on the CXP is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the CXP from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 

1.9. For the avoidance of doubt, personal information that includes Student Data (as defined below) provided through the use of these Services is governed by the terms of the agreement between Pathify and the educational institution relevant to your use of the Services. As between Pathify and you, you and/or the educational institution own all right, title, and interest in all Student Data you provide or otherwise make available to us, and we do not own, control, or license such Student Data, except so as to provide the Services to you and to the educational institution that provides the products and controls Student Data from the educational records, if applicable, and as described herein. “Student Data” is any information (in any format) that is directly related to an identifiable current or former student that is maintained by a school, school district, or related entity or organization, or by us, as part of the provision of the Services. Student Data may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232g. Pathify agrees to treat Student Data as confidential and not to share it with third parties other than as described in Pathify’s agreement with the educational institution. In these Terms, “FERPA Records” means Student Data that constitutes education records protected by FERPA. The treatment of FERPA Records is further described in Pathify’s agreement with your educational institution. Where these Terms refer to Student Data or educational records, the subset that constitutes FERPA Records is handled under the FERPA-specific rules described in your educational institution’s contractual arrangements with Pathify. 

1.10. Relationship to Other Pathify Documents. These Terms are one of the documents Pathify publishes that form part of its agreement with your educational institution. These Terms set out the obligations that apply to you when you use the Service, including the Agent. Pathify also maintains an Acceptable AI Policy (the “AAIP”), which governs the arrangements between Pathify and your educational institution and does not impose obligations on you. Your use of the Service is also subject to the applicable privacy disclosures identified in Section 1.5. In the event of a conflict between these Terms and the CXP Privacy Policy with respect to personal information collected through the CXP, the CXP Privacy Policy controls. 

# **2. License to use Service **

2.1. Subject to the terms and conditions of these Terms, we hereby grant to you a limited, personal, non-transferable license to use the Service in the manner contemplated by these Terms solely for your own personal or institutional use, and not for resale. Users shall have no right to sub-license or resell the Service or any component thereof. We may make software updates to the Service available to you, which you must install to continue using the Service. Any such software updates may be subject to additional terms made known to you at that time. 

2.2. You must have a registered account (an “Account”, and you as its holder, a “Member”) to use the Service, except where your educational institution makes the Agent available on a public page as described in Section 6.0.1. By creating an Account, you agree to provide accurate, current, and complete information, and to maintain and promptly update your Account information as necessary. Your Account gives you access to the Service and functionality that Pathify may establish and maintain from time to time at our sole and absolute discretion. We reserve the right to change the Account type, suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements. 

2.3. You may access and use the Service (including any incidental copying that occurs as part of that use) in the normal manner and may also print one copy of any page within the Service for your own personal, non-commercial use. 

2.4. We do not warrant that the Service will be compatible with your mobile device or carrier. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Service if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls. 

2.5. The Service contains links to other websites as well as suggestions, recommendations, feedback, stories, photos, documents and other materials or information (“**Content**”) added by users other than us. Your access of other users’ and third parties’ Content and information is at your own risk. We do not endorse, sponsor or approve any such user generated Content or any Content available on any linked website. 

2.6. You must not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Service any material that: 

2.6.1. you do not hold all necessary rights, licenses and consents necessary to do so; 

2.6.2. that would cause you or us to breach any law, regulation, rule, code or other legal obligation; 

2.6.3. that is or contains a true threat(s), obscenity under law, or other forms of unprotected speech; 

2.6.4. that would be considered a criminal offense, otherwise unlawful, or a violation of the codes and policies of your institution; 

2.6.5. that contains corrupted data or any other harmful, disruptive, or destructive files; 

2.6.6. that constitutes commercial advertising or solicitation unrelated to the purposes for which your institution provides the Service; 

2.6.7. that breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property (including the Intellectual Property Rights defined in clause 5.1); 

2.7. We have no obligation to monitor any Content. However, we may monitor content to detect and prevent fraudulent activity or violations of these Terms. In the event that any such activity or violations are identified, we may report them to the appropriate administrators at your institution. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content. 

2.8. You acknowledge and agree that: 

2.8.1. we retain complete editorial control over the Service and may alter, amend or cease the operation of the Service at any time in our sole discretion; 

2.8.2. your educational institution may view or have control over all or some of the items, and information included on the CXP; 

2.8.3. we reserve the right to report any of the material referred to in clause 2.6 to the appropriate administrators at your institution; 

2.8.4. the Service will not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes); 

2.8.5. we may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service under circumstances permitted by your institution’s social media policy in the event that you violate these Terms; and 

2.8.6. we reserve the right to offer alternative and/or additional services to certain administrative users, including administrators of the CXP, that may not be offered to general users. 

2.9. Your use of the Service is subject to any agreement between you and your educational institution, including your educational institution’s policies, guidelines, and procedures concerning the Content you post on the Service. 

2.10. CXP administrators and other users with elevated permissions may view or delete Content you post on the Service in accordance with your institution’s social media policy. 

2.11. Users of the Service may form a group and only members of a group will be able to access Content posted by the group (a “Private Group”) unless the group is open to all users of the Service (a “Public Group”). A “Private Message” is a message sent to one or more named users rather than to a group. Content posted within a Private Group or within a Private Message conversation may only be accessed by non-Group members if required for the purposes of dispute resolution, to investigate a suspected violation of these Terms as described in Section 2.7, or as otherwise required by law. Notwithstanding the foregoing, administrators of the CXP may access Content posted within a Private Group or within a Private Message conversation. 

2.12. If you become aware that a user of the Service is not authorized to be a Member of a CXP or is otherwise in breach of these Terms, you must contact us with details of the relevant user. 

2.13. You may never use another Member’s Account without permission. 

2.14. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. In cases where you have authorized or registered another individual, including a minor, to use your Account(s), you are fully responsible for (i) the online conduct of such user; (ii) controlling the user’s access to and use of the Services; and (iii) the consequences of any misuse. Where a minor uses the Services, eligibility and any required consent are determined by your Institution and applicable laws, regulations and rules (“Applicable Laws”) as described in Section 4.2, and your Institution is responsible for obtaining any consent required by Applicable Laws or its institutional policies. 

2.15 You must notify Pathify immediately of any breach of security or unauthorized use of your Account. 

2.16. We reserve the right to give you and other Members the opportunity to participate in surveys organized by us from time to time including, among others, surveys about your experience with the CXP. By participating in a survey, you agree that all responses to such surveys and other feedback regarding Pathify and the CXP, shall be deemed confidential information and shall be used solely to improve the Service. 

# **3. User Restriction **

3.1. You may not, nor may you permit any third party, directly or indirectly, to: 

3.1.1. export the Service, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII); 

3.1.2. access or monitor any material or information on any of our system using, without limitation, any manual process or robot, spider, offline readers, scraper, or other automated means that accesses the Service in a manner that sends more request messages to the Pathify servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; 

3.1.3. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service; 

3.1.4. perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; 

3.1.5. except as permitted by Section 2.3, copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Service from Pathify; 

3.1.6. collect or harvest any personally identifiable information, including Account names, from the Service, or use the Service for any commercial solicitation purposes or unsolicited bulk messages; 

3.1.7. use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; 

3.1.8. transfer any rights granted to you under these Terms; 

3.1.9. use the Service in a way that distracts or prevents you from obeying traffic or safety laws; 

3.1.10. use the Service for any illegal activity or goods or in any way that exposes you, other users, our customers, or Pathify to harm; or 

3.1.11 otherwise use the Service except as expressly allowed under these Terms. 

3.2 If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, we may share information about you, your Account, and your use of the Service with law enforcement, subject to Section 1.9 and to Pathify’s agreement with your educational institution, which govern any information constituting Student Data. 

# **4. Eligibility **

4.1. The Service is provided to you by your institution (a college, university, or other educational organization that has authorized your use of the Service under an agreement with Pathify, your “Institution”). Your eligibility to use the Service is determined by your Institution in accordance with your Institution’s admission, enrollment, employment, affiliation, and account-provisioning policies. Pathify does not independently verify your age or other personal eligibility characteristics. 

4.2. If you are a minor under the laws of your jurisdiction, your access to and use of the Service is permitted only to the extent authorized by your Institution and, where required by Applicable Laws or your Institution’s policies, with the consent of your parent, legal guardian, or other authorized adult. Your Institution is responsible for obtaining any such consent where required by Applicable Laws or its institutional policies. 

# **5. Intellectual Property Rights **

5.1 For the purposes of these Terms, “**Intellectual Property Rights**” means all patent rights, copyright, rights of publicity, trademarks, goodwill, trade secret rights and other intellectual property rights as may exist or may hereafter come into existence, and all applications therefore and registration, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. 

5.2. Nothing in these Terms constitutes a transfer of any Intellectual Property Rights. You acknowledge and agree that, as between you and us, we own all Intellectual Property Rights in the Service and its materials, including without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music, other than third-party materials, institutional content and your Content. Nothing in these Terms shall be deemed to create a license in or under Pathify’s Intellectual Property Rights. 

5.3. By posting or adding any Content onto the Service, you warrant that you have all necessary rights, including any necessary permissions and licenses to use any Intellectual Property Rights in such Content, and grant us a non-exclusive, royalty-free, worldwide and transferable right and license to use that Content only for the purpose of being able to provide the Service to you. 

5.4. You represent and warrant to us that you have all necessary rights to grant the licenses and consents set out in clause 5.3. 

# **6. Use of Generative AI Agent **

6.0. This Section 6 applies only if and when you use the Agent. If your educational institution has not activated the Agent, or you do not use it, this Section does not apply to you and nothing in it imposes any obligation on you. 

6.0.1. Where your educational institution makes the Agent available outside the CXP, including on a public web page that does not require you to sign in, these Terms apply to your use of the Agent from the point at which you begin interacting with it. In that setting the disclosures described in this Section are presented within the Agent itself rather than on a sign-on screen. 

6.1. The Service may include access to a generative artificial intelligence (“AI”) agent feature (the “Agent”), which is owned and operated by Pathify. By using the Agent, you acknowledge that you are interacting with an artificial intelligence system. The Agent is powered by Google Gemini technology and is designed to provide automated responses to user inquiries, including by retrieving and presenting institutional information and, where available through connected systems, certain user-specific information. The Agent is a conversational interface that uses large language model technology, specifically Google Gemini, in combination with platform-specific retrieval, filtering, and institutional context to process user requests and generate responses. Pathify retains all right, title, and interest in and to the Agent, including all intellectual property rights therein. Where your institution has activated the Agent, you are presented with a disclosure that you are interacting with an AI system. You accept these Terms and the CXP Privacy Policy when you first access the CXP or when you first use the Agent, whichever occurs first; you are not asked to accept any separate AI policy. 

6.2. For purposes of this Section 6, “Inputs” means all text, data, prompts, questions, instructions, and other content that you submit to the Agent. “Outputs” means all text, information, responses, and other content generated by the Agent in response to your Inputs. 

6.3. You represent and warrant that you own or otherwise have all necessary rights, licenses, consents, and permissions to submit all Inputs to the Agent and to authorize Pathify and its third-party service providers, including Google, to use such Inputs as contemplated by these Terms of Use. You represent that your submission of Inputs to the Agent does not knowingly infringe the intellectual property rights, privacy rights, or other rights of any third party, and that you have obtained any consents required under your Institution’s academic integrity, content-use, and acceptable use policies. You are not required to warrant ownership of public information, academic materials provided to you by your Institution, or other content that you are authorized to reference in the ordinary course of your use of the Service. 

6.4. You acknowledge and agree that you are solely responsible for evaluating, verifying, and reviewing the accuracy, completeness, appropriateness, and suitability of all Outputs before relying upon or using such Outputs for any purpose. The Agent generates Outputs through automated processes, and such Outputs may contain errors, inaccuracies, omissions, or information that is incomplete, outdated, or otherwise unsuitable for your intended use. You assume all risk associated with your use of, or reliance upon, any Outputs. The Agent is architected such that its responses do not, by themselves, result in institutional decisions affecting you; institutional decisions are made by authorized personnel at your educational institution, not by the Agent. 

6.5. You agree to use the Agent only for lawful purposes and in strict accordance with these Terms of Use. Without limiting the foregoing, you shall not use the Agent to: (a) violate any applicable federal, state, local, or international law or regulation; (b) generate, solicit, or disseminate unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable content; (c) infringe or misappropriate the intellectual property rights of any third party; (d) engage in any activity that could damage, disable, overburden, or impair the Agent or interfere with any other party's use of the Agent; (e) attempt to circumvent, disable, or otherwise interfere with any security-related features of the Agent; (f) misrepresent Output as human-generated; or (g) generate content that is discriminatory on the basis of age, color, disability, ethnicity, genetic information, national origin, race, religion, reproductive health, sex, veteran status, or any other classification protected under applicable federal, state, or local law. 

6.6. You acknowledge and agree that Inputs and Outputs may be transmitted to and processed by Google Gemini and its underlying systems for the purpose of generating Outputs and providing you with complete and responsive answers. Pathify maintains its arrangements with Google such that your conversations with the Agent are not used to train, develop or improve Google’s models and are excluded from Google’s human review. Your interactions with the Agent involve the transmission of query text to Google LLC, which provides the underlying generative AI service to Pathify as Pathify’s subprocessor under contractual data protection obligations further described in Pathify’s Data Processing Addendum and Acceptable AI Policy. Your use of the Agent is also subject to the CXP Privacy Policy. The Agent’s use of your own records as context is off by default; your institution enables it by choice and selects which specific data points are included (for example, your grade point average or student identifier), with each data point remaining off until your institution turns it on. Where your institution has enabled the Agent to use your own records to answer a question (for example, your grades, account balance, or enrollment status), those record values are transmitted to Google Gemini to generate the response; they are not abstracted away or withheld from that processing. User-entered query text may itself contain personal information. Where your institution enables safety or topic detection, that screening is designed to use the same data-flow envelope otherwise applicable to the active Agent function and configuration and not, by itself, to expand the categories of data transmitted to Google Gemini. Pathify may retain conversation transcripts for the duration of the applicable institutional contract, and authorized institutional administrators and Pathify personnel may access those transcripts for service administration, support, compliance, and related purposes. If Pathify materially changes the categories of user-specific information transmitted to Google Gemini, Pathify may provide additional notice or obtain consent as required by law, contract, or institutional configuration,. 

6.7. PATHIFY MAKES NO REPRESENTATION OR WARRANTY THAT: (A) THE AGENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE AGENT WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) ANY OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE FROM ERRORS OR OMISSIONS; OR (D) ANY DEFECTS IN THE AGENT WILL BE CORRECTED. 

THE AGENT DOES NOT PROVIDE, AND NO OUTPUT SHALL BE CONSTRUED AS, PROFESSIONAL ADVICE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LEGAL, FINANCIAL, MEDICAL, ACCOUNTING, TAX, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS REGARDING ANY MATTERS REQUIRING PROFESSIONAL EXPERTISE OR JUDGMENT. ANY RELIANCE YOU PLACE ON THE OUTPUTS IS STRICTLY AT YOUR OWN RISK. 

THE AGENT IS NOT DESIGNED OR INTENDED TO PROVIDE EMOTIONAL SUPPORT, CRISIS INTERVENTION, MENTAL HEALTH COUNSELING, OR ANY FORM OF PSYCHOLOGICAL ASSISTANCE. YOU SHOULD NOT USE THE AGENT AS A SUBSTITUTE FOR HUMAN INTERACTION, PROFESSIONAL MENTAL HEALTH SERVICES, OR SUPPORT FROM TRAINED COUNSELORS OR THERAPISTS. IF YOU ARE EXPERIENCING A MENTAL HEALTH CRISIS, EMOTIONAL DISTRESS, OR ANY OTHER EMERGENCY SITUATION, PLEASE CONTACT YOUR INSTITUTION'S APPROPRIATE SUPPORT SERVICES, EMERGENCY PERSONNEL, OR A QUALIFIED MENTAL HEALTH PROFESSIONAL IMMEDIATELY. IN THE EVENT OF A LIFE-THREATENING EMERGENCY, PLEASE CALL 911 OR YOUR LOCAL EMERGENCY SERVICES. 

6.8. The Agent’s Core Question-and-Answer Function is designed to provide general information, make referrals, and answer questions. The Agent’s Core Question-and-Answer Function is not designed or intended to make, or to materially influence, any Consequential Decision. In these Terms, a “Consequential Decision” means a decision that has a material legal or similarly significant effect on you concerning education, employment, financial or lending services, housing, health care, insurance, or legal services. The “Core Question-and-Answer Function” is the part of the Agent that answers your questions and points you to institutional resources. The “Monitoring Function” is the safety and topic detection described in Section 6.8.1. Where a function of the Agent meets the statutory definition of automated decision-making technology used to materially influence a Consequential Decision under applicable law, Pathify supports your institution in honoring the rights that law provides, and those rights are exercised through your institution. Pathify structures and operates the Agent so that its Core Question-and-Answer Function does not materially influence Consequential Decisions. You should not use or rely upon the Agent as a basis for any Consequential Decision. 

6.8.1. Safety and topic detection. Where your institution enables it, the Agent may screen your conversations for indications of risk to health or safety, and for topics your institution has identified. Where something is detected, the Agent routes the conversation, or a notification, to a named institutional staff or office. Escalations are directed to institutional staff for review. No adverse or consequential decision about you is made automatically. Detection is performed by sending the conversation content to the model provider in the same way as any other Agent interaction. This function is an aid, not a safeguard. It is not continuous, it will not detect every concern, and you should never rely on it in an emergency. If you are in crisis, contact your institution’s support services, emergency personnel or a qualified professional, and in a life-threatening emergency call 911. 

6.8.2. As between you and Pathify, you may use, copy, adapt and share Outputs generated in response to your Inputs for your own personal or institutional purposes, subject to these Terms, your institution’s policies, and any third-party rights in material the Output reproduces. Section 3.1.5 does not restrict that use. 

6.9. If you believe that any Output contains inaccurate personal data about you, or if you wish to exercise any rights you may have under applicable state privacy or artificial intelligence laws regarding personal data processed by the Agent, you should contact your educational institution in the first instance, and Pathify may assist your institution as required by contract or law. 

6.10. The regulatory landscape governing artificial intelligence is evolving. Pathify reserves the right to modify the Agent’s functionality, disclosures, or these Terms as necessary to comply with applicable federal, state, or local laws and regulations, including any rules adopted by the Colorado Attorney General under Colorado Senate Bill 26-189. Material changes to Agent functionality that alter the classification of an AI Agent function under the Acceptable AI Policy will be addressed through corresponding updates to these Terms and to Pathify’s other governing documents. Pathify will provide notice of material changes in accordance with Section 15.5 of these Terms. 

# **7. No Warranties **

7.1. THE SERVICE IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, PATHIFY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 

7.2. PATHIFY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

# **8. User Representations & Warranties **

8.1. You represent and warrant to us that: 

8.1.1. you have the legal the right, power, and capacity to enter into and perform under these Terms; 

8.1.2. you are an eligible user of the Service in accordance with clause 4; 8.1.3. your use of the Service will be in compliance with these Terms; 

8.1.4. you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Service; and 

8.1.5. no Content you post on the Service will infringe another party’s rights including without limitation any Intellectual Property Rights, rights of publicity and privacy nor will such Content infringe any laws. 

# **9. Liability **

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PATHIFY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, IDENTITY THEFT, MALFUNCTIONING OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL PATH EDUCATION INC. BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT SUBJECT TO THE CARVE-OUTS SET FORTH IN THE NEXT PARAGRAPH, IN NO 

EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO US BY YOU FOR THE SERVICES THAT IS THE SUBJECT OF THE CLAIM. 

THE LIABILITY LIMITATIONS IN THE PRECEDING PARAGRAPHS DO NOT APPLY TO: (A) LIABILITY ARISING FROM PATHIFY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY PATHIFY’S NEGLIGENCE; OR (C) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. 

9.2 These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our option: 

9.2.1. in the case of services: 

9.2.1.1. the supply of the services again; or 

9.2.1.2. the payment of the cost of having the services supplied again. 

# **10. Third Party Products **

10.1. All third-party hardware and other products included or sold with the Service are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. 

10.2. PATHIFY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. 

# **11. Modification & Termination **

11.1. These Terms terminate automatically if, for any reason, we cease to operate the Service. 

11.2. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Service or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your Account. 

11.3 You may terminate your Account at any time through your Account settings page and discontinuing your access to and use of the Services. We will have no obligation to maintain any information about your Account. Conversation transcripts and other records held on behalf of your educational institution are retained and deleted in accordance with Pathify’s agreement with that institution, and terminating your Account does not by itself delete them. 

# **12. Security & Privacy **

12.1. Pathify has implemented technical and organizational measures designed to secure your personal information and Content posted from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and/or Content posted for improper purposes. You provide your personal information at your own risk. 

12.2. You are responsible for safeguarding your password and for restricting access to the Service from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Account or any other breach of security. 

# **12A. Accessibility **

12A.1. Pathify is committed to making the Service accessible to individuals with disabilities in accordance with applicable law, including the Americans with Disabilities Act (“ADA”), Section 504 of the Rehabilitation Act, and, for public institutions, Title II of the ADA, where applicable. Pathify’s accessibility standard for digital resources is substantial conformance with the Web Content Accessibility Guidelines (WCAG) 2.2 Level AA or such successor standard as Pathify may adopt. Pathify provides a current accessibility conformance report on request and remediates material accessibility defects on a reasonable timeline. 

12A.2. If you experience difficulty accessing any portion of the Service or these Terms, or if you require these Terms or any related disclosure in an alternative accessible format, please contact Pathify at the address provided in Section 1.2. Pathify will work to provide the requested information in a timely and accessible manner and to address any accessibility barriers you have encountered. 

# **13. Indemnity **

13.1 To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Pathify from and against actual third-party Claims to the extent arising out of: (a) your unlawful misuse of the Services; (b) your material violation of these Terms; (c) your knowing or negligent violation of the rights of a third party through Content or Inputs you submit; or (d) your breach of the representations in Sections 6.3 or 8.1. This Section 13.1 does not require you to indemnify, defend, or hold harmless Pathify for an End User’s ordinary, good-faith use of the Agent, including ordinary submission of Inputs and ordinary use of or reliance on Output, in connection with personal, academic, or institutional activities. Your indemnification obligations under this Section 13.1 do not apply to the extent a Claim arises from Pathify’s own breach of these Terms, negligence, gross negligence, willful misconduct, or Pathify’s own acts or omissions, related to the use of automated decision-making technology in connection with a Consequential Decision, that violate applicable anti-discrimination law (consistent with C.R.S. § 6-1-1707(7)). To the extent Applicable Law prohibits such indemnification, nothing in this Section 13.1 requires you to indemnify, defend, or hold harmless Pathify against that liability. You agree to promptly notify Pathify of any third-party Claims and cooperate with Pathify in defending such Claims. You further agree that Pathify shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND PATHIFY. 

# **14. Dispute Resolution **

14.1 PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH PATHIFY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 

These Terms, including all matters of construction, validity, and performance, and all disputes arising out of or connected with the Terms and the Services (each a “**Dispute**,” collectively, the “**Disputes**”), shall, in all respects, be governed by and construed in accordance with the laws of the State of Delaware without regard to any principles of conflict of laws, except that the arbitration clause herein shall be governed by the Federal Arbitration Act. Any Dispute shall be settled by mediation under the Commercial Mediation procedures of the American Arbitration Association (the “AAA”), except that if mediation of a Dispute is not successful within two (2) months of appointment of a mediator, such Dispute shall be settled by individual arbitration under the AAA rules applicable to the Dispute. For the purposes of this Section, a student or other individual using the Service for personal or educational purposes is a consumer. Where you are a consumer, the AAA Consumer Arbitration Rules apply, Pathify pays the AAA administrative fees and the arbitrator’s compensation other than any filing fee capped by those rules, and the arbitration is conducted remotely or in the federal judicial district in which you reside, at your election. The language of the mediation or arbitration shall be English. The arbitrator shall be an expert or an attorney with experience in the field of software, technology, or education technology law. Notwithstanding this arbitration provision, any Dispute not resolved through arbitration that is less than $10,000 USD and qualifies for treatment on a non-jury basis in a small claims court of the state in which the party asserting the claim is located may be resolved in such small claims court on an individual basis at the election of either party. All Disputes shall be mediated, arbitrated, or litigated on an individual basis. You irrevocably waive any right you may otherwise have to proceed on a class or collective basis. Further, you irrevocably waive all right to trial by jury as well as any argument or claim of improper venue or forum non conveniens. The foregoing provisions shall not limit the right of Pathify to collect payments due or payable, or prevent either party from commencing any action or proceeding to compel arbitration, obtaining injunctive relief pending the appointment of an arbitrator, or obtaining execution of any award rendered in any such action or proceeding, or in any other manner provided venue for all such proceedings shall be in the state or federal courts within the State of Delaware. The arbitration and class-waiver provisions of these Terms do not apply to, and do not limit in any way, (i) any rights or claims that are non-waivable under Applicable Laws; (ii) any rights you may have under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations at 34 CFR Part 99; (iii) any enforcement action brought by a State Attorney General or other governmental enforcement authority; or (iv) any right to file a complaint with a supervisory authority, regulator, or governmental agency under applicable privacy, consumer protection, or education law. The parties shall bear their own expenses, except that parties shall equally share the expenses of any mediator or arbitrator (except for the required non-refundable filing fees which shall be paid solely by the party asserting the Dispute). The prevailing party in any arbitration may seek from the arbitrator an award of the party’s reasonable outside attorneys’ fees and costs incurred. Judgment on any award rendered by any arbitrator may be entered in any court having jurisdiction thereof. 

14.2 With respect to all persons and entities, regardless of whether they have obtained or used our Service for personal, commercial, or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims.  You and we agree that the Arbitrator may award relief only to any individual claimant and only to the extent necessary to provide relief on individual claim(s). Any relief awarded may not affect other users. You and we agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. The class and representative-action waivers in this Section 14.2 do not apply to the categories of rights, claims, and actions carved out in Section 14.1 (including, without limitation, rights under FERPA, State Attorney General enforcement actions, and complaints to Supervisory Authorities or governmental regulators), and those categories may be pursued in the forums and forms permitted under Applicable Laws without regard to the arbitration and class-waiver provisions of these Terms. 

# **15. General **

15.1. You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms. 

15.2. If a provision of these Terms is invalid or unenforceable under law it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions. 

15.3. You acknowledge that these Terms constitute the entire agreement between you and us regarding your use of the Service and supersedes all prior agreements with respect to the subject matter of these Terms. 

15.4. Each party must at its own expense do everything reasonably necessary to give full effect to these Terms and the events contemplated by it. 

15.5. We reserve the right to modify, supplement, or replace these Terms. Any modified, supplementary, or replacement Terms (“**Amendments**”) shall be posted at [https://pathify.com/terms-of-use](https://pathify.com/terms-of-use) . For non-material Amendments, such Amendments shall be effective upon posting. For Amendments that materially change your rights, obligations, or the scope of permitted use of the Service, Pathify shall provide at least thirty (30) days’ advance notice by posting the Amendments at the foregoing URL and, where available, through the Agent interface and by email. Your continued use of the Service following the effective date of any Amendment shall constitute acceptance of the Amendment, except that an Amendment to Section 14 or to any other dispute resolution, arbitration or class waiver provision is effective as to you only if you affirmatively accept it. If you do not accept an Amendment, your remedy is to discontinue use of the Service. 

15.6. Any failure to act with respect to a breach of these Terms by you or others does not constitute a waiver of our right to act with respect to that breach or subsequent similar or other breaches. 

15.7. You may not assign or delegate any rights or obligations under these Terms. We reserve the right to assign or delegate all rights and obligations under these Terms without notice to you. 

15.8. This Agreement is governed by the laws of the State of Delaware, U.S.A. Except to the extent a Dispute is subject to mediation or arbitration under Section 14, and except for claims expressly carved out in Section 14.1, any court proceeding arising out of or relating to these Terms shall be brought in the courts of the State of Delaware, U.S.A., and each party submits to the jurisdiction of those courts. This governing-law and venue provision applies to the relationship between you and Pathify under these Terms and does not alter the governing law or venue of the agreement between Pathify and your educational institution, which is determined by that agreement. 

15.9. Any complaints relating to your use of the Service should be directed to us at the address listed at the start of these Terms. 

15.10. Pathify Affiliates. For purposes of the warranty disclaimers in Section 7 (No Warranties), the limitations and exclusions of liability in Section 9 (Liability), and the indemnification provisions in Section 13 (Indemnity), references to Pathify include Path Education Inc.'s Affiliates, including Pathify Holdings Inc. and Ucroo Pty Ltd. In these Terms, Affiliate means any entity that controls, is controlled by, or is under common control with Path Education Inc. Each such Affiliate is an intended third-party beneficiary of, and may enforce, the provisions of Sections 7, 9, and 13. 

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