1. Effective Date

This Agreement shall be effective as of the Effective Date and shall remain in effect until otherwise terminated in accordance with the provisions of the Agreement outlined herein.

2. Selected Software and License Grants

1. Subject to Client’s compliance with the terms, conditions and restrictions as set forth in this Agreement, Pathway grants Client, and its limited number of Authorized Users (as defined in the PO) a limited, non-transferable, and non-exclusive license to use those elements of the Software made available for use by Pathway and as identified in the PO as the selected Software (the “SELECTED SOFTWARE”), solely in machine-readable form, and solely for Client’s business of being an insurance broker, which shall include procuring and/or renewing insurance policies, for the limited use of the Authorized Users.
2. The Client agrees to ensure that all individuals accessing the Software, are employees or contractors, do so under authorized use by the Client, access such within Client’s premises or on hardware owned/leased by the Client, and will ensure its Authorized Users compliance with the Authorized Users Terms of Use. The Client shall not provide their access code or password to any third parties and any unauthorized access granted by Client or as a result of the Client’s actions are the responsibility of the Client. The Client acknowledges and agrees that the only the number of users as disclosed to Pathway shall be permitted to access the Software. Pathway reserves the right to audit the Client for their compliance with the terms of this Agreement.
3. Upon full payment of Fees, Pathway grants Client ownership of any extracted reports from the Selected Software, which Company may download, copy, distribute, modify and create derivative works of, subject to Pathway retaining ownership of all underlying Intellectual Property Rights in the reports.
4. Subject to the limited rights expressly granted hereunder, Pathway reserves all rights, title and interest in and to the Platform and the Software, Pathway’s Confidential Information, and any feedback or suggestions Client or its Authorized Users provide regarding the Software or Platform, including all related Intellectual Property Rights. No rights are granted to Client hereunder other than as expressly set forth herein. For the purposes of this Agreement, "INTELLECTUAL PROPERTY RIGHTS" means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, know-how, rights in content (including performance and synchronization rights), unregistered design, or other intellectual property rights that are in each case protected under the laws of any governmental authority, whether or not registered, and all applications, renewals and extensions of the same, but exclusive of any confidential or proprietary information, trade secrets, or intellectual property of Client.
5. Client acknowledges that the features and functions of the Software may change over time; provided, however, Pathway will not materially decrease the overall functionality of the Software.

3. Restrictions on Use

Except as otherwise expressly permitted under this Agreement, Client is not authorized to: (a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Software or any portion thereof; (b) distribute, transfer, sublicense to, or otherwise make available the Software (or any portion thereof) to third parties, including, but not limited to, making the Software available (i) through resellers or other distributors; or (ii) as an application service provider, service bureau, or rental source; (c) create modifications to or derivative works of the Software or the content contained therein; (d) attempt to modify, alter, or circumvent the licence control and protection mechanisms within the Software; (e) use any information or articles including but not limited to, the newsletters outside of the Software, such as use on the Client’s own website; or (f) use or transmit the Software in violation of any applicable law, rule or regulation, including any data privacy laws or anti-spam laws.

Suspension of Services. Pathway may suspend its services to Client immediately upon written notice to Client for cause if Pathway, in good faith, determines: (a) that Client or its Authorized Users materially breach (or Pathway, in good faith, believes that Client or its Authorized Users have materially breached) any provision of this Agreement (including schedules hereto) or PO; (b) there is an unusual and material spike or increase in Client’s use of the Software and that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Software; (c) that its provision of the Software is prohibited by applicable law or regulation; (d) there is any use of the Software by Client or its Authorized Users that threatens the security, integrity, or availability of the Software; or (e) that information in Client’s account is untrue, inaccurate, or incomplete. In any of these case, Client shall still remain responsible for the Fees.

In this paragraph, "SPAM" includes one or more unsolicited commercial electronic messages to which Canada‘s anti-spam legislation (“CASL”) or similar legislation applies, and derivations of the word "SPAM" have corresponding meanings. Pathway may immediately terminate any account that it determines, in its sole discretion, is transmitting or is otherwise connected with any "SPAM" or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated, Client agrees to pay Pathway liquidated damages of five dollars (U.S. $5.00) for each piece of "SPAM" or unsolicited bulk email transmitted from or otherwise connected with Client’s account or its users accounts. Otherwise, Client agrees to pay, and agrees to indemnify and hold Pathway harmless, for Pathway’s actual damages or penalties to the extent such actual damages can be reasonably calculated. Pathway reserves the right to block, reject, or remove what it considers to be "SPAM" or other unsolicited bulk email from the Software and/or Platform and Pathway shall have no liability for blocking any email considered to be “SPAM.”

4. Licenses by Client

1. Client grants Pathway a limited-term license to copy, access, transmit and display the electronic data and information submitted by or for Client to the Software or collected and processed by or for Client using the Software (“Client’s Data”) for purposes set forth hereunder and otherwise generally for Pathway to provide the services contracted for hereunder. Pathway acquires no right, title or interest from Client under this Agreement in or to Client’s Data.
2. By using any third party software, feature or widget on Pathway’s website, Client, on its behalf and on behalf of its users, hereby authorizes Pathway to share such Client’s Data, as has been provided by the Client or its user(s) in their use of the third party software, feature or widget, with such third party service provider. Client and/or its users hereby agree to have read and accept the third party’s terms and conditions as they apply to the Client and/or its users’ use of such third party services.
3. Further, if the Selected Software is to be provided in the brand of the Client, the Client hereby provides its consent for Pathway to use and display the logo, name and other branding particulars of the Client (collectively, “Client Marks”) on all messages, articles, reminders and campaigns provided by the Selected Software. The Client hereby warrants that the Client has all authority and control over the selected branding elements, including the Client’s logo to permit the licensing contemplated herein.
4. Notwithstanding anything in this Agreement to the contrary, Client authorizes Pathway to use deidentified and non-personal Client’s Data disclosed through Platform or Software usage or other data collection activities for product development purposes.
5. So long as the Client remains a customer and/or client of Pathway, Client shall be deemed to have granted Pathway a license to use the Client Marks for Pathway’s marketing, research, business development and advertising purposes, including without limitation, in the emails, newsletters, marketing and advertising communications, social media, blog posts, website of Pathway.
6. Pathway’s use of the Client Marks is a non-exclusive, non-transferable, revocable, limited license to use the Client Marks in accordance with the terms hereof. Any use of the Client Marks will not contain libelous, defamatory, obscene, abusive or otherwise unlawful material or material that infringes the rights of third parties, or material that disparages Client or otherwise impairs the goodwill associated with either Client or the Client Marks. Pathway further acknowledges Client’s exclusive rights in and to the Client Marks and the goodwill pertaining thereto. Pathway acknowledges that it has no right, title, license, or interest, express or implied, in and to the Client Marks, except for the limited license specifically provided in this Agreement. Pathway agrees that it shall not challenge or contest the validity of the Marks or Client’s ownership thereof or the validity of this Agreement, or engage in any act or assistance to any act which may infringe or lead to the infringement of any of the Client Marks. Pathway will use commercially reasonable efforts to comply with all reasonable Client Mark usage guidelines that Client may communicate in writing from time to time. Client reserves the right to audit the use of the Client Marks by Pathway upon reasonable prior written notice and in any reasonable manner, and Pathway agrees to provide Client with copies of any materials or other documents reasonably requested by Client in association with any such audit.

5. Delivery

The Selected Software is delivered electronically, and delivery is deemed effective on the later of the Effective Date or the date that the applicable Fees are paid in full.

6. Pathway’s Obligations

Pathway shall during the Term of this Agreement:

1. provide Client with timely support for the Selected Software, during regular business hours, at no additional cost to Client;
2. employ reasonable efforts to ensure the Selected Software is available for use at minimum 99 percent of the time; and
3. arrange, to the extent possible, for scheduled maintenance outside regular office hours.

Pathway shall comply with the Support Services and Service Levels set forth and made available here.

7. Responsibility for Data

The Client acknowledges that the source data used by Pathway within the Platform, the Office Bot, Marketing Bot, Desk Bot, Mega Bot, Form Builder, Self-Service Kiosk, Self-Service Kiosk widget, DataPort API software relies upon the Client providing access to accurate information in relation to their existing, former and/or potential clients. Pathway shall not independently verify, nor shall Pathway be responsible for the dissemination of inaccurate information through the Software, including without limitation information regarding effective insurance dates or renewal information, which was not accurate at the source, being the Client’s BMS. Client shall at all times be responsible for all information which is sent to the Client’s clients which is derived from the Clients information or the Client’s BMS, and the Client shall be liable, and hereby agrees to indemnify and hold Pathway harmless, for any losses or damages suffered by either the Client or Pathway as a result thereof.

The Client hereby confirms that the Client has obtained any and all consents from any of the Client’s clients or potential clients that would allow for the Client to provide the Client’s clients’ non-public information to Pathway, which may be required or used in the provision of the services offered by the Selected Software. Pathway shall not be responsible for any obligations in regards to non-public information not otherwise agreed to within this Agreement, the Pathway’s Privacy and Security Policy and their Terms of Use, which are accessible on Pathway’s website, being www.pathwayport.com. By agreeing to this Agreement, the Client confirms that he/she has read and accepts the terms contained within both the Privacy and Security Policy and the Terms of Use. Similarly, Pathway takes no responsibility for any inaccuracies or failures to report any weather-related event within any alerts or updates as contemplated by the StormVision Software. Although Pathway makes every effort to verify the contents of the newsletter and informational articles contained within the Software, Pathway does not provide any warranty or confirmation about the accuracy of the information, nor should the information be considered to be a replacement of insurance, accounting or legal advice.

Pathway shall comply with the Data Security Standards set forth and made available here.

8. Fees

The Client shall be responsible for the fees associated with the Selected Software as outlined within the PO (the “FEES”). If the Client uses any Software not set forth in the applicable PO, the Client will be charged the then applicable rates listed on Pathway’s website.

Fees are invoiced monthly and due in advance, each month of the Term on the day in which the Client first signed up for the Selected Software, via credit card for the Selected Software active for that month. Except as otherwise expressly set forth herein, payment obligations are non-cancelable and once paid, no refund or rebate shall be provided in the event that a Selected Software is cancelled at any time during the Term.

If Client’s account does not have sufficient funds or its credit card declines a charge for the Fees due, Pathway may suspend the provision of its services to all of Client’s accounts until the Fees due are paid in full. Client is prohibited from creating new accounts until the Fees due are paid in full.

All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “TAXES”). Client will pay all Taxes associated with this Agreement, excluding any taxes based on Pathway’s net income, property, or employees. If Client is required by applicable law to withhold any Taxes from payments owed to Pathway, Client will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Pathway. Client will provide Pathway with proof of payment of any withheld Taxes to the appropriate authority.

9. Confidentiality Obligations

For the purposes of this Agreement, “CONFIDENTIAL INFORMATION” means any information disclosed, in any format, by one party (the “DISCLOSING PARTY”) to the other party (the “RECEIVING PARTY”) relating directly or indirectly to but is not limited to prototypes, trade secrets, intellectual property, information, technical data, research, products, software, services, development, macros, source code, unreleased software, inventions, ideas, processes, designs, drawings, engineering, marketing, markets, Personal Information, business plans, business policies or practices, forecasts or financial information, team process, design process, part supply, pricing, development process and procedures, disclosed by the Disclosing Party to the Receiving Party under this Agreement which at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. Confidential Information shall include, but not be limited to, all materials marked as confidential information. The Confidential Information shall at all times remain the sole property of the Disclosing Party, and shall include any partial, and derivative information, insofar as the same are and remain Confidential Information of the Disclosing Party not generally known or available to the public, through no actions of the Receiving Party.

For purposes hereof, “PERMITTED PARTIES” means those employees, accountant’s and legal advisors of the Receiving Party for whom the confidential Information must be disclosed in the evaluation of the Purpose.

All disclosures of Confidential Information (whether written or oral) by either party shall (a) remain in confidence until the later of i) three (3) years from the date of disclosure, or ii) the expiry of this Agreement, save and except that any trade secrets or information with respect to the Disclosing Party’s products and/or research and development which shall remain confidential in perpetuity; (b) be disclosed only to Permitted Parties who are bound by obligations of confidentiality in favour of the Receiving Party with terms similar to or stronger than those contained herein; and (c) be reproduced or used by the Receiving Party only to the extent necessary for the offering or use of the Selected Software. The Receiving Party shall protect the Confidential Information with the same degree of care as it normally exercises to protect its own confidential information of similar nature, but at a minimum with a reasonable degree of care to prevent its unauthorized use, dissemination or publication. The Receiving Party pledges and agrees that it shall keep confidential any and all of the Confidential Information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any Confidential Information without the express written permission of authorized officer of the Disclosing Party. The Receiving Party agrees to advise the Disclosing Party immediately in the event of an inadvertent or accidental disclosure of the Confidential Information or in the event of an electronic system breach.

All materials, including Confidential Information disclosed by the Disclosing Party under this Agreement shall remain the property of the Disclosing Party. Each party shall, upon the completion of this Agreement or at the request by the Disclosing Party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information, including a deletion of all electronic copies, including any back-up copies. Notwithstanding anything to the contrary contained above, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that the Receiving Party shall give the Disclosing Party reasonable advance notice of any such proposed disclosure (as legally permissible), and shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of this Section 9 from any person obtaining access to the Confidential Information pursuant to this Section 9. The Receiving Party shall advise the Disclosing Party in writing of the manner of such disclosure. Information shall be deemed not to be confidential if such information is or becomes publicly known through no wrongful act of the Receiving Party, or is already known by the Receiving Party as evidenced by competent proof thereof, or is approved for release by the prior written approval of the Disclosing Party, or is rightfully received by the receiving party from a third party without restriction and without breach of this agreement, or is disclosed by the Disclosing Party to a third party without a similar restriction on the rights of such third party, or is independently developed by the receiving party without the use of the Confidential Information.

10. General Obligations

1. The Parties acknowledge and agree to comply with all applicable legal obligations relating to the privacy, security, integrity, and confidentiality of all data and information used by the Software which enables identification of the retail or individual customer(s) (“PERSONAL INFORMATION”). The Parties further agree to collect, use and disclose Personal Information in accordance with the Personal Information Protection and Electronic Documents Act of Canada (“PIPEDA”), and all applicable laws governing the protection of personal information;
2. Each Party shall, at a minimum, implement and maintain appropriate administrative, technical, and physical safeguards reasonably designed to: (i) ensure against any anticipated threats or hazards to the security or integrity of the Personal Information; and (ii) protect against unauthorized access to or use of the Personal Information; and
3. Each Party may disclose Personal Information, as required, pursuant to any federal or provincial laws, and/or regulations. These provisions shall apply during the Term and after the termination of this Agreement.
4. At all times, Client shall, and shall cause its users to, comply with their obligations under CASL or similar anti-spam legislation applicable to them. In the event of a breach thereof, Client agrees to indemnify and hold Pathway harmless from all damages, fines, losses and penalties incurred by Pathway as a result of such breach.

11. Non-Solicitation

Each party agrees that, for a period of eighteen (18) months following ending of this Agreement, it shall not solicit to employ or enter a consulting arrangement with any of the officers, employees, directors or consultants of the other party which whom such party has had contact or were identified to such party in connection with the Software offered hereunder. The term “solicit to employ or enter into a consulting arrangement with” shall not be deemed to include generalized searches by the Client for employees or consultants through media advertisements, employment firms or otherwise, that are not focused on persons employed by or who consult for Pathway.

12. Remedies

Subject to the terms contained within this paragraph, both parties acknowledge that compliance with the provisions of this Agreement is necessary to protect their proprietary interests. Each party further acknowledges that any unauthorized use or disclosure to any person or entity in breach of this Agreement may result in irreparable and continuing damage, and that each party shall be authorized and entitled to seek immediate injunctive relief and any other rights or remedies to which it may be entitled. If either party violates any of the terms contained within this Agreement, it acknowledges that money damages will be an inadequate remedy and that the violated party will be entitled to specific performance or to injunctive relief to prohibit the violating party from continuing to violate this agreement even if no money damages can be proven.

13. Representations and Warranties and Disclaimer

1. Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.
2. Client represents and warrants that it has provided and will continue to provide adequate notices, and that it has obtained and will continue to obtain the necessary permissions and consents, to provide Client’s Data to Pathway for processing.
3. WITHOUT LIMITING PATHWAY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND PATHWAY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. PATHWAY ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT PATHWAY WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES AND PATHWAY WILL HAVE NO LIABILITY AND NO OBLIGATION TO INDEMNIFY FOR ANY BETA OFFERING WHATSOEVER.

14. Limitation of Liability

1. Neither party shall be liable for any of the following losses or damages (whether or not foreseen, indirect, foreseeable, known or otherwise): (i) loss of profits (whether actual or anticipated), (ii) loss of revenue, (iii) loss of contracts, (iv) loss of anticipated savings, (v) loss of business, (vi) loss of opportunity, (vii) loss of goodwill, or (viii) any indirect, special, incidental, consequential, cover, lost data, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
2. Pathway’s total aggregate liability arising out of or in connection with the performance or contemplated performance of the services hereunder (including without limitation under all Schedules hereto) (whether for tort (including negligence), breach of contract, breach of statutory duty or otherwise) shall in no event exceed the price paid or payable by Client to Pathway or its affiliates hereunder within the 12 month period immediately before the date of the event giving rise to Client’s claim. The foregoing limitation shall not apply to any breach of Confidentiality.
3. Nothing contained in the Agreement shall exclude or limit either party’s liability for: (i) fraud or fraudulent misrepresentation; or (ii) any other matter for which it would be prohibited by applicable law to limit or exclude or attempt to limit or exclude liability. In all such cases a party’s liability shall be limited to the greatest extent permitted by applicable law.
4. Access to the Software delivered via online systems is dependent on third parties, such as internet service providers. Pathway will have no liability to Client for any losses Client suffers resulting directly or indirectly from: (i) failures of performance on the part of Pathway’s internet service provider; (ii) failure of Client’s equipment or those of Client’s candidate(s) or third parties; (iii) reasons related to Pathways provision of scheduled system upgrades or maintenance; (iv) any security breach of Pathway’s system unless such breach is shown to be the result of Pathway’s negligence; or (v) inability to access the Pathway online system in any one country due exclusively to Pathway’s software or hardware for any period not exceeding (a) ten (10) consecutive hours or (b) an aggregate of more than twenty-four (24) hours in any calendar month.

15. Indemnification

1. Indemnification by Pathway. Pathway will defend Client, its affiliates, and each of their directors, officers, and employees (collectively, “CLIENT INDEMNIFIED PARTIES”) from and against any claim, demand, suit, or proceeding made or brought against a Client Indemnified Party by a third party alleging that Pathway’s provision of the Selected Software infringes or misappropriates such third party’s intellectual property rights (“PATHWAY INDEMNIFIABLE CLAIM”). Pathway will indemnify Client from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Client Indemnified Party or for settlement amounts approved by Pathway for a Pathway Indemnifiable Claim. If Pathway’s provision of the Selected Software has become, or in Pathway’s opinion is likely to become, the subject of any Pathway Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Pathway may at its option and expense: (a) procure the right to continue to provide the Selected Software as set forth herein; (b) modify the Selected Software to make them non- infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement, or, if applicable, terminate the Selected Software that is the subject of any Pathway Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund to the Client any unused pre-paid Fees.
2. Limitations. Pathway will have no liability or obligation under this Section 15 with respect to any Pathway Indemnifiable Claim arising out of (a) Client’s use of the Software in breach of this Agreement; (b) the combination, operation, or use of the Software with other applications, portions of applications, products, or services where the Software would not by themselves be infringing; or (c) Software for which there is no charge.
3. Indemnification by Client. Client will defend Pathway, its affiliates, and each of their directors, officers, and employees (collectively, “PATHWAY INDEMNIFIED PARTIES”) from and against any claim, demand, suit, or proceeding made or brought against a Pathway Indemnified Party by a third party alleging or arising out of Client or its Authorized Users’ (i) breach of this Agreement, (ii) provision of the Client’s Data to Pathway, or (iii) use of the Selected Software or the Platform, or arising out of a Client Application, including, without limitation, any claims that a Client Application, or Client or its Authorized Users’ use of a Client Application, infringes or misappropriates such third party’s intellectual property rights (collectively, “CLIENT INDEMNIFIABLE CLAIMS”). Client will indemnify Pathway from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Pathway Indemnified Party or for settlement amounts that Client approves for a Client Indemnifiable Claim. For purposes hereof, “CLIENT APPLICATION” means any software application or service that Client makes available to its Authorized Users that interfaces with the Selected Software or Platform.
4. Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“INDEMNIFIED PARTY”) will promptly notify the indemnifying party (“INDEMNIFYING PARTY”) of any Client Indemnifiable Claim or Pathway Indemnifiable Claim (individually or collectively referred to herein as a “CLAIM”) in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section 15 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
5. Exclusive Remedy. This Section 15 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.

16. Termination

This Agreement will commence on the Effective Date and continue until terminated in accordance with either of the following (“TERM”):

1. For Convenience. Either party may terminate this Agreement for convenience by providing the other party with at least forty-eight (48) hours prior written notice.
2. Non-Payment of Fees. Pathway may terminate this Agreement immediately due to the non-payment by the Client of any Fees, or by the breach of any provisions of this Agreement by the Client.
3. Insolvency. Subject to applicable law, either party may terminate this Agreement immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.

Upon Termination for any reason, the Client will cease to have access to any of the information or services offered by the Software. Notwithstanding the termination of this Agreement, terms contained within Sections 2, 3, 4, 7, 9, 10, 11, 14, 15 and 17 shall survive the termination of this Agreement.

17. Miscellaneous

1. Assignment. Neither party hereto may assign or otherwise transfer this Agreement or any applicable PO, in whole or in part, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, Pathway may assign this Agreement or any applicable PO, in whole or in part, without consent to (a) a successor to all or part of its assets or business or (b) an affiliate. Any attempted assignment, delegation, or transfer by either party in violation hereof will be void. Subject to the foregoing, this Agreement and any applicable PO will be binding on the parties and their respective successors and permitted assigns.
2. Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement. Nothing in this Agreement is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities, damages, or debts of any type whatsoever that may arise on account of its activities, or those of its employees and agents, in the performance of this Agreement. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.
3. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party (including Client’s Authorized Users or an affiliate) unless it expressly states that it does.
4. Notices. Notices to Pathway will be provided via email to support@pathwayport.com. All notices to Client will be provided via email to the relevant contact(s) Client designates in its account.
5. Governing Law. This Agreement will be governed by and interpreted according to the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of laws and principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any action arising out of this Agreement will be instituted in the courts of the city of Toronto and the parties hereby consent to the non-exclusive jurisdiction of these courts.
6. Dispute Resolution. In the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “DISPUTES”), each party’s representatives will, in good faith, attempt to resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days or within such other time period as the parties may agree in writing, then the parties may commence binding arbitration under the Ontario Arbitration Act. The parties will share equally the fees and expenses of the arbitrator. The arbitration will be conducted by a sole arbitrator mutually agreed to between the parties or, failing that, by the ADR Institute of Ontario under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in the English language in the City of Toronto.
7. Force Majeure. No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster (collectively, “FORCE MAJEURE EVENTS”). The party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences of any such event.
8. Waiver. No failure or delay by either party in exercising any right or enforcing any provision under this Agreement will constitute a waiver of that right or provision, or any other provision.
9. Headings. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement.
10. Severability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
11. Entire Agreement. This Agreement (including all exhibits and attachments hereto) will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by Pathway, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in this Agreement.

1. General

1. Pathway takes User privacy seriously and takes reasonable efforts to protect your privacy. We have created this Privacy Policy ("POLICIES") in order to share with you our information collection and use practices. AS IS MORE CLEARLY DEFINED HEREIN, WE WILL NEVER KNOWINGLY SELL OR ASSIGN YOUR PERSONAL INFORMATION WITHOUT YOUR KNOWLEDGE AND OR APPROVAL.
   Please read these Policies carefully before sharing any personally identifiable information described below.
2. These Policies apply solely to the website located at www.pathwayport.com. Company reserves the right to make changes or modifications to the Pathway website and these Policies. Display of any notice of changes online at the Pathway website shall constitute effective notice under these Policies, and User′s continued use of the website, thereafter, shall constitute User′s acceptance of such changes or modifications.
3. These Policies work hand-in-hand with our Website Terms of Use and Pathway Terms and Conditions, for which the link can be found on the Home page of our website.
4. Users can access these Policies by clicking on the "PRIVACY POLICY" link that appears on the Pathway website "HOMEPAGE" and by reading it on their computer monitor, printing it out, downloading it and/or saving it at any time, even after the Policies have been closed. If you do not agree to be bound by these Policies, you may not use the website or the Services provided on or through it.

2. Definitions

The following words used in these Policies shall have the following meanings:

1. "PERSONAL INFORMATION" shall mean all data and/or information provided by and about User, including e-mail address, name, address or payment information, etc.;
2. "WEBSITE" shall mean the website on which Pathway provides its Services.
3. "USER" shall mean all Users/Customers of the Pathway website and its Services.
4. "SERVICES" shall mean all Services and/or Products provided by and through Pathway and it′s website.
5. "3RD-PARTIES" shall mean all advertisers, licensors, partners or affiliate vendors that are included on the Pathway website.

3. What Personally Identifiable Information Does Pathway Collect and How Is It Used?

1. In order to access Pathway Services, you will be asked for certain personally identifiable information such as name, email address, shipping and billing address, payment and other information.
2. Pathway will not collect personally identifiable information from Users while they use the website, unless they voluntarily provide it to us or authorize us to collect such information. For example, if you purchase a Service Plan, you will be required to provide information to complete the purchasing transaction.
3. Users may provide other information about themselves, in addition to the mandatory Personal Information ("VOLUNTARY INFORMATION").
4. Pathway may use or disclose User′s personally identifiable information to:
   1. Operate and manage the web site;
   2. Provide services or products that have been requested;
   3. Respond to other inquiries or requests.E. Pathway will never sell User Information to any third party not affiliated with Pathway, without consent, except in connection with the sale or merger of Pathway or the division responsible for such Services provided.
5. Pathway may also use such information for marketing their Services to you ONLY IF you have not ′opted out′ to receive such marketing information from us.
6. When you choose to subscribe to a plan, either Emails and or Storage, on the Pathway website, User will be required to provide us with certain personal information, including your name, email address, credit card number, expiration date and billing address (this required information is subject to change from time to time). This information will be used to set account settings and preferences and to contact User in regard to any account changes, system alert messages, Pathway changes to the Terms of Use or Privacy Policy. This information may also be utilized to process User account payments and to contact User for feedback and surveys. By providing us with this information, User consents to this information being collected, used, disclosed and stored by us in accordance with this Policy.
7. When User uploads or creates an Email distribution list or puts together an Email Campaign, with Pathway, we will have access to the data on your distribution list and the information in your Email Campaign. Pathway will never, under any circumstances, steal your lists, or share your lists with any other party, except as required by law, or regarding contacting, except in response to a complaint or other communication directly from an individual on one of your lists. Only carefully selected, authorized personnel have access to view your Distribution Lists. Pathway does review the content of the Email Campaigns of our Users to verify compliance with our Terms of Use. This benefits our Users who are in compliance with our Terms of Use, because among other things, it reduces SPAM being sent through our servers, helping to ensure high deliverability.
8. All Users will have access to reports on their Email Campaigns. These reports can determine who has opened or not opened emails, or clicked on links. This, and all other tracking information available to our Users, is also available to us, and we may collect and review that information.
9. Pathway may, from time to time, send or post surveys or requests for User feedback in order to help us make our website and Services better. Any responses we receive from Users will be used only to evaluate our website and no personally identifiable information from Users will be shared with any non-employees of Pathway.
10. Pathway may, from time to time, send notices about special offers, promotions or contests. If you sign up to participate in any of these, we will collect your email address. If you are chosen for a promotion or as a winner in a contest, you give Pathway permission to use your name, image and other information about you, for marketing purposes.

4. What Non-Personally Identifiable Information Do We Collect and How Is It Used?

1. Pathway does collect and track certain non-personally identifiable information, including, but not limited to, IP numbers and browser type, access times, domain names, usage habits and other information which does not specifically identify any individual.
2. Pathway may use and disclose non-personally-identifiable information for any number of reasons, including but not limited to, working with business partners and improving our website and Services.
3. Pathway only uses this data in the aggregate, on a collective basis, in summary form, rather than on an individual basis. This data helps us determine the extent to which our Users use certain parts of our website, which, in turn, enables us to make it as appealing as possible. Pathway may also share aggregate data of Users collective use of our website with other companies with which we do business. We do this so they, too, can improve functionality and offer services and materials that our Users may want.
4. Pathway may also collect Personal Information through the usage of widgets. This data is solely collected in order to enable the end-user to access the Services through other companies’ websites.

5. Does Pathway Offer Forums and Community Feedback Areas?

Pathway encourages communication between our Users. Although we currently do not offer a Community Feedback Area, we may set one up in the future. This will allow Users to interact and share information. This will be especially nice for Users who wish to focus in on specific topics of interest.

6. Can I Invite Friends & Business Associates?

All Pathway Users are encouraged to invite new Users to discover Pathway. We may even have future contests for most referrals.

7. Do I Need A Username & Password To Access Products On The Pathway Website?

All Pathway User accounts require a Username and Password to log in to the website and utilize our Services. When User is done with using the website, they should "LOG OUT" in order to prevent someone from using their computer to access their account. User must keep their Username and Password secure and not disclose it to a third party.

8. Does Pathway Have A Newsletter?

1. We send email notifications and information to Users who have opted in. Those notifications may be, but not limited to, our exclusive Newsletter, information on new features, new content, other products and services. These communications are sent to you directly by Pathway.
2. In order to receive the emailed information you must have subscribed, via our website, or other sources, such as out mailing/client list. It is our intention to always allow you to opt out of any of our lists. When you receive any Newsletter or email and you want to unsubscribe, you can simply follow the "unsubscribe" link at the bottom.

10. Is My Information Private?

1. The Pathway website may contain links to other third-party websites and the external websites of our advertisers. Each of these websites may have a Privacy Policy that differs from that of Pathway. These Policies do not cover the privacy practices of other websites linked to us.
2. The only information that may be shared between Pathway and one of our partner websites is that which pertains to information used in the furtherance of tracking an order and providing User with correct information.
3. Notwithstanding the above policies, we reserve the right to disclose your personal information to other third parties, if we are required to do so by law or believe that such action is necessary:
   1. To comply with legal process such as a search warrant, subpoena or court order;
   2. To protect the Company′s rights and property;
   3. To investigate reports of Users sending material using a false email address or Users sending harassing, threatening, or abusive messages;
   4. To protect Pathway against misuse or unauthorized use of our website and/or Pathway Products. PLEASE CHECK OUR "TERMS OF SERVICE" FOR ADDITIONAL DISCLOSURE REQUIREMENTS AND OTHER LEGAL REQUIREMENTS.

11. What About Data Security?

1. Among Pathway′s top priorities, is to keep your Personal Information secure. We use 256-bit encryption and Secure Sockets Layer (SSL) technology, which provides the highest level of security currently available for secure transactions. This technology encrypts all of your Personal Information before it is transmitted to us. Encrypted information cannot be read or recorded as it travels over the Internet.
2. You can tell you are sending information securely by the unbroken key icon or closed lock icon that should appear at the bottom of your Internet browser’s window (depending on what browser you use). These icons will appear when you are placing an order on the Pathway website. In addition, you will see our site address change slightly, from "http:" to "https:", indicating a secure server connection is being used.
3. Additionally, access to your Personal Information is provided only to our employees and agents who have a need to know such information for the purpose of fulfilling your order and offering our high level of customer service. The computers that store your Personal Information employ the latest in firewall and security technology.
4. Pathway requires that our advertisers and partners ensure the security of the data that Users provide to them, however, in the event of a breach of their security measures, User agrees that Pathway will not be liable for any loss or damage to you.
5. Electronic Communications Privacy Act Notice (18USC 2701-2711): Pathway makes no guarantee of confidentiality or privacy of any communication or information transmitted on our website or any website linked to our website. Pathway will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Pathway equipment, transmitted over networks accessed by the website or otherwise connected with User′s use of the website.

12. May I See the Information You Collect About Me?

Yes! We provide Users with access to Personal Account information (e.g., account number, sales information, etc.), account status, contact information (i.e., name, address, telephone number, etc.) and other information that you may upload to your User Account Profile. User may access the information by logging into their account or by sending an email to Customer Support at support@pathwayport.com. We will respond within 24 hours.

13. Can I Opt-out?

1. Pathway gives User the option to remove personally identifiable information from our list of active Users.
2. You may also choose to opt-out of certain communications from Pathway, such as our Newsletter.
3. All requests for opting-out from email contact should be made by sending an email to our Customer Service Department, at support@pathwayport.com. We will respond within 24 hours.
4. Pathway is not responsible for removing your personally identifiable information from the lists of any third-party advertiser who has previously been provided your information in accordance with this Policy.

14. Where Is The WebSite Located?

The Pathway website is maintained in the Province of Ontario, Canada. If you are located outside of the Canada, by using our website, you authorize the export of personally identifiable information to the Canada and its storage and use as specified in these Policies.

15. What Is The Minimum Age To Use The Pathway WebSite?

1. Use of the Pathway website intended for all ages. However, in order to set up an account and purchase Services, you must be of legal age, which is eighteen (18) years, in Canada. Under no circumstances will Pathway knowingly allow a person under the age of eighteen (18) years to set up a User account, even with a parents′ or legal guardian′s consent, approval or authorization.
2. If proof comes to the attention of Pathway that a registered User is under the age of eighteen (18) years, and is attempting to purchase, or has purchased Services, Pathway will immediately terminate such account.

16. Will There Be Changes to this Privacy Policy?

1. As explained at the beginning of these Policies, Pathway reserves the right to amend these Policies at any time, in the event that this becomes necessary after their initial release, or in the event that it becomes necessary with respect to additional or amended services provided by Pathway.
2. Pathway will not personally notify User of any changes or amendments to these Policies. Users are urged to check these Policies frequently, in order to determine whether any changes have been made. Users understand and agree that continued use of the Pathway website assumes that they have read and accepted these Policies, as may be changed or amended from time to time.

17. Section Titles

The section titles used in these Policies are purely for convenience and carry with them no legal or contractual effect.

18. Complaints

For any complaints, please contact Iterro’s Data Protection Officer via privacy@pathwayport.com.

19. Legal basis for processing Personal Information (EEA visitors only)

If you are a visitor/customer located in the European Economic Area ("EEA"), Iterro inc. is the data controller of your personal information. Iterro’s Data Protection Officer can be contacted at privacy@pathwayport.com.

Our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it. However, we will normally collect personal information from you only where we have your consent to do so, where we need the personal information to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. In some cases, we may also have a legal obligation to collect personal information from you.

If we ask you to provide personal information to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information). Similarly, if we collect and use your personal information in reliance on our legitimate interests (or those of any third party), we will make clear to you at the relevant time what those legitimate interests are.

1. Collecting and Using Your Personal Data-Cookies

Types of Data Collected

2. Detailed Information on the Processing of Your Personal Data

3. GDPR Privacy