READ THESE TERMS CAREFULLY BEFORE BROWSING THE WEBSITE OR OTHERWISE USING THE PATHMATCH SERVICE. USING ANY PART OF THE PATHMATCH SERVICE INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THE WEBSITE OR OUR SERVICES IF YOU DO NOT ACCEPT THESE TERMS.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH PATHMATCH. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
PathMatch provides services and materials to assist college students in learning about available career paths, identify potential internships and jobs and improve their chances of obtaining employment. PathMatch also provides potential employers (each an “Employer”) the ability to receive information about and resumes from students who may meet the skills criteria they desire (each, a “Student”).
We may alter the Materials we offer and/or may choose to modify, suspend or discontinue any part or all of the PathMatch Service at any time.. We may also change, update, add or remove provisions of these Terms from time to time. We will inform you of any modifications to these Terms by posting them on the Website and, if you have registered with us, by describing the modifications to these Terms in an email that we will send to the address associated with your account. To be sure we properly reach your email inbox, we just ask that you let us know if your preferred email address changes at any time after your registration. If we make any material modifications to the Materials or our Service or our price for any of our Materials or Service, we will notify you by email at least 30 days before such change takes effect, and you may cancel your Subscription if you do not agree to such change(s).
If you object to any such modifications, your sole recourse shall be to cease using the PathMatch Service and, if you have an subscription with PathMatch, cancelling that subscription by logging into your account and following the instructions for cancellation on the user dashboard within 30 days of your receipt of our notice of changes. Continued use of the PathMatch Service following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Website or on the sites of our partners. Such expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
By using the PathMatch Service, you agree that you are at least 18 years of age or, if you are under 18 years of age (a “Minor”), that you are using the PathMatch Service with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the PathMatch Service and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.
In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to access the Website, use the Services, and display the Materials; your right to use the Materials is conditioned on your compliance with these Terms. You have no other rights in the Website, Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Website, the Services or any of the Materials in any manner. If you make copies of any of the Materials then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Website.
Unfortunately, if you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
You need not register with us to simply visit and view the Website. However, in order to access certain password-restricted areas of the Website and to use Services, you must have registered for an account with us and obtained a subscription to access to use the PathMatch Service. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly.
You are responsible for complying with these Terms when you access and use the PathMatch Service. Because it is your account, it is your responsibility to obtain and maintain all equipment and services needed for you to access to and use the PathMatch Service as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password. Should you believe your password or security for the PathMatch Service has been breached in any way, you must immediately notify us.
Students: Students may use the PathMatch Service to access and use our career coaching materials, upload resumes and other information about themselves, and connect with potential employers.
Employers: Employers may register with PathMatch and use the PathMatch Service to receive information about and resumes from our pool of Students. Unless you have created an account with PathMatch, Employers will not be provided with the full names of the Students using the PathMatch Service.
You agree to pay all fees applicable to your use of the PathMatch Service using one of the payment methods we support. Except as otherwise specified in these Terms (a) fees are quoted and payable in United States dollars, (b) fees are based on services purchased, regardless of actual usage, and (c) payment obligations are non-cancelable and fees paid are non-refundable.
If you elect to purchase a paid subscription to use the PathMatch Service, we or our third-party payment processor will charge your payment method (credit or debit card) on the date that you subscribe. By providing a payment method, you expressly authorizes PathMatch and/or our third-party payment processor to charge the applicable fees to said payment method. You agree that we may invoice you for any unpaid fees, including without limitation any amounts owed by you that cannot be processed. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
IMPORTANT NOTICE – AUTOMATIC RENEWAL: BEGINNING WITH THE FIRST MONTH FOLLOWING THE END OF THE MONTH (FOR MONTHLY SUBSCRIPPTIONS) OR YEAR (FOR ANNUAL SUBSCRIPTIONS) FOR WHICH YOU INITIALLY SUBSCRIBE, WE WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION. EACH RENEWAL PERIOD WILL BE FOR THE SAME LENGTH AS YOUR IMMEDIATELY PRECEEDING SUBSCRIPTION TERM.
AS AUTHORIZED BY YOU DURING THE REGISTRATION PROCESS, WE OR OUR THIRD PARTY PAYMENT PROCESSOR WILL CHARGE YOUR PAYMENT METHOD EACH MONTH (FOR MONTHLY SUBSCRIPTIONS) OR YEAR (FOR ANNUAL SUBSCRIPTIONS) WITH THE APPLICABLE MONTHLY OR ANNUAL SUBSCRIPTION FEE UNLESS YOU CANCEL YOUR SUBSCRIPTION AT LEAST 1 DAY PRIOR TO THE EXPIRATION OF YOUR PREVIOUS SUBSCRIPTION BY LOGGING INTO YOUR ACCOUNT AND FOLLOWING THE INSTRUCTIONS FOR CANCELLATION ON THE USER DASHBOARD.
WE REQUIRE A REASONABLE AMOUNT OF TIME TO PROCESS YOUR CANCELLATION REQUEST. IF YOU CANCEL YOUR SUBSCRIPTION LATER THAN 1 DAYS PRIOR TO THE LAST DAY OF YOUR CURRENT SUBSCRIPTION, YOU WILL NOT RECEIVE A REFUND, BUT WILL CONTINUE TO ENJOY YOUR SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT MONTH (FOR MONTHLY SUBSCRIPTIONS) OR YEAR (FOR ANNUAL SUBSCRIPTIONS) FOR WHICH YOU HAVE PAID.
WE RESERVE THE RIGHT TO MODIFY OUR PRICING AT ANY TIME (BUT NOT THE PRICE IN EFFECT FOR THE THEN-CURRENT MONTH (FOR MONTHLY SUBSCRIPTIONS) OR YEAR (FOR ANNUAL SUBSCRIPTIONS) FOR WHICH YOU HAVE PAID), UPON 30 DAYS ADVANCE NOTICE TO YOU. IF YOU HAVE NOT CANCELLED YOUR SUBSCRIPTION WITHIN THE 30 DAY PERIOD AFTER RECEIVING NOTICE OF A PRICE CHANGE BY LOGGING INTO YOUR ACCOUNT AND FOLLOWING THE INSTRUCTIONS FOR CANCELLATION ON THE USER DASHBOARD, YOUR SUBSCRIPTION WILL AUTO-RENEW AT THE PRICE INDICATED IN THE NOTICE.
IF YOU SUBSCRIBE FOR A SUBSCRIPTION THAT INCLUDES A PROMOTIONAL PRICING PERIOD, UNLESS YOU HAVE CANCELLED YOUR SUBSCRIPTION PRIOR TO THE EXPIRATION OF THE PROMOTIONAL PERIOD, THE SUBSCRIPTION WILL CONVERT INTO FULL PRICED MONTHLY SUBSCRIPTION AT THE SAME SUBSCRIPTION TIER YOU ENJOYED DURING THE PROMOTION PERIOD AND WE OR OUR THIRD PARTY PAYMENT PROCESSOR WILL AUTOMATICALLY CHARGE YOUR PAYMENT METHOD FOR THE FIRST MONTHLY SUBSCRIPTION FEE UPON THE EXPIRATION OF THE PROMOTIONAL PERIOD AND EACH SUBSEQUENT MONTH THEREAFTER. THE PRICING FOR SUCH SUBSCRIPTION WILL BE AT THE FULL SUBSCIPTION PRICE IN EFFECT ON THE DATE YOU SUBSCRIBED TO THE PROMOTIONAL SUBSCRIPTION.
YOU MAY UPGRADE OR DOWNGRADE YOUR SUBSCRIPTION TIER DURING YOUR SUBSCRIPTION PERIOD BY LOGGING INTO YOUR ACCOUNT AND USING THE USER DASHBOARD TO DO SO. IF YOU UPGRADE YOUR SUBSCRIPTION TIER, PATHMATCH OR OUR THIRD PARTY PAYMENT PROCESSOR WILL IMMEDIATELY CHARGE YOUR PAYMENT METHOD FOR THE DIFFERENCE IN SUBSCRIPTION PRICE, PRORATED FOR THE REMAINDER OF YOUR EXISTING SUBSCRIPTION TERM. UNLESS YOU CANCEL YOUR SUBSCRIPTION AT LEAST 1 DAY PRIOR TO THE EXPIRATION OF YOUR SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW, AS DESCRIBED ABOVE, AT THE PRICE OF YOUR UPGRADED SUBSCRIPTION TIER AND FOR THE SAME LENGTH AS YOUR EXPIRING SUBSCRIPTION TERM. IF YOU DOWNGRADE YOUR SUBSCRIPTION TIER YOU WILL NOT RECEIVE A REFUND. INSTEAD, THE PRORATED DIFFERENCE BETWEEN THE PRICE OF YOUR OLD SUBSCRIPTION TIER AND THE PRICE OF YOUR NEW SUBSCRIPTION TIER WILL BE CREDITED TO YOUR RENEWAL SUBSCRIPTIONS. UNLESS YOU CANCEL YOUR SUBSCRIPTION AT LEAST 1 DAY PRIOR TO THE EXPIRATION OF YOUR SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW, AS DESCRIBED ABOVE, AT THE PRICE OF YOUR DOWNGRADED SUBSCRIPTION TIER AND FOR THE SAME LENGTH AS YOUR EXPIRING SUBSCRIPTION TERM.
By using the PathMatch Service (or any part thereof), you consent to receiving electronic communications from us (including, if you have opted in, via text message) and from other users of the Services. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the PathMatch Service. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.
We think links are convenient, and we sometimes provide links on the PathMatch Service to third-party websites. If you use these links, you will leave the PathMatch Service. We are not obligated to review any third-party websites that you link to from the PathMatch Service, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated elsewhere in the PathMatch Service, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the PathMatch Service, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.
Certain areas of the PathMatch Service may permit you to upload or submit feedback, information, images, data, text, software, messages, or other materials (each, a "User Submission"). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.
By submitting any User Submission, you are promising us that:
By submitting a User Submission, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:
We may, but are not obligated to, pre-screen User Submissions or monitor any area of the PathMatch Service through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the PathMatch Service and may remove at any time or refuse any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submission to any third party absent any obligation of confidence on the part of the recipient.
To be clear, we authorize your use of the PathMatch Service only for individual, consumer purposes (“Permitted Purposes”). Any other use of the PathMatch Service beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the PathMatch Service. This is because as between you and PathMatch, all rights in the PathMatch Service and Materials remain our property.
Unauthorized use of the PathMatch Service may result in violation of various United States and international copyright laws. Unless you have written permission from us stating otherwise, you are not authorized to use the PathMatch Service in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
You agree to hire attorneys to defend us if you violate these Terms and that violation results in a problem for us. You also agree to pay any damages that we may end up having to pay as a result of your violation. You alone are responsible for any violation of these Terms by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.
The trademarks, service marks, and logos of PathMatch (“Our Trademarks”) used and displayed on various parts of the PathMatch Service are registered and unregistered trademarks or service marks of PathMatch. Other company, product, and service names located on the PathMatch Service may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Our Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the PathMatch Service are our sole property, or the property of our suppliers and licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Submissions that violate intellectual property rights of others, suspending access to the PathMatch Service (or any portion thereof) to any user who uses the PathMatch Service in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the PathMatch Service in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the PathMatch Service, please provide written notice to our agent for notice of claims of infringement:
[INSERT DMCA CONTACT INFORMATION]
To be sure the matter is handled immediately, your written notice must:
Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:
We reserve the right, in our sole discretion, to terminate the account or access of any user of the PathMatch Service who is the subject of repeated DMCA or other infringement notifications.
You hereby acknowledge and agree that we are NOT a party to any oral or written agreement for employment or services, or any other contract entered into between users of the PathMatch Service in connection with any services we offer.
No agency, partnership, joint venture, or employment is created as a result of these Terms or your use of any part of the PathMatch Service. You do not have any authority whatsoever to bind us in any respect. The parties agree that PathMatch is a technology company whose primary business is assisting Students in their career development and connecting such Students with employers who seek to hire such workers. Neither we nor any users of the PathMatch Service may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.
Your interactions with individuals and/or organizations found on or through the PathMatch Service, including the performance of any services by such parties and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, Students, Employers and other individuals or entities with whom you may interact as a result of your use of the PathMatch Service.
You understand that deciding whether to use the services of Student, to provide services to an Employer, or to use information found on the PathMatch Service, is your personal decision for which you alone are responsible. You understand that we do not and cannot make representations as to the suitability of any individual you may decide to interact with on or through the PathMatch Service and/or the accuracy or suitability of any advice, information, or recommendations made by any individual.
IF THERE IS A DISPUTE BETWEEN USERS OF THE PATHMATCH SERVICE, OR BETWEEN ANY USER OF THE PATHMATCH SERVICE AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ANY THIRD PARTY, YOU HEREBY RELEASE US, OUR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES**. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."**
THE WEBSITE, MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS", AND THE ENTIRE RISK AS TO THERE USE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE WEBSITE, MATERIALS AND/OR SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE WEBSITE, MATERIALS AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE PATHMATCH SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE PATHMATCH SERVICE WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, MATERIALS OR SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE PATHMATCH SERVICE, AND ARE NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PATHMATCH SERVICE OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED ENTITIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
YOU ARE USING THE WEBSITE, MATERIALS AND SERVICES AT YOUR SOLE RISK. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE PATHMATCH SERVICE OR YOUR USE OF OUR SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, COST OF SUBSTITUTE GOODS AND SERVICES, USE, OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.
YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER, INCLUDING, BUT NOT LIMITED TO, STUDENTS OR EMPLOYERS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PATHMATCH SERVICE, AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE THEREOF. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PATHMATCH SERVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PATHMATCH SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PATHMATCH SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH ANY PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PATHMATCH SERVICE, INCLUDING, BUT NOT LIMITED TO, STUDENTS OR EMPLOYERS, PARTICULARLY IF YOU MEET OFFLINE OR IN PERSON, REGARDLESS OF WHETHER WE FACILITATE SUCH MEETINGS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OF THE PATHMATCH SERVICE AND ALL OTHER THIRD PARTIES.
We control and operate the Website and provide the Services from our headquarters in the United States of America and the entirety of the PathMatch Service may not be appropriate or available for use in other locations. If you use the PathMatch Service (or any portion thereof) outside the United States of America, you are solely responsible for following applicable local laws.
Any submissions by you to us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any means of communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Please read the following Dispute Resolution and Arbitration; Class Action Waiver provision (this “Provision”) carefully. It affects your rights.
Please read this Provision carefully. It provides that all Disputes (as defined below) between you and PathMatch arising out of these Terms shall be resolved by binding arbitration. Arbitration is a form of private dispute resolution and replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into these Terms constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).
For purposes of this Provision, “PathMatch” means PathMatch, Inc. and its parents, subsidiaries, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and PathMatch regarding, arising out of or relating to any aspect of your relationship with PathMatch, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as PathMatch’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
YOU AND PATHMATCH EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
For all Disputes, whether pursued in court or arbitration, you must first give PathMatch an opportunity to resolve the Dispute. You must commence this process by mailing written notification to PathMatch, Inc., 1728 Laurel Avenue, Manhattan Beach, CA 90266. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If PathMatch does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Notwithstanding the above, you or PathMatch may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to PathMatch, Inc., 1728 Laurel Avenue, Manhattan Beach, CA 90266. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with PathMatch through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with PathMatch. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or PathMatch may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced or maintained or heard as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.
Because the Platform and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or PathMatch may initiate arbitration in either Los Angeles County, California or the judicial district that includes your billing address. However, if PathMatch initiates the arbitration in Los Angeles County, you shall have the right to have the arbitration transferred to the AAA or JAMS office within the judicial district that includes your billing address.
Payment of Arbitration Fees and Costs – PathMatch will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator's hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with PathMatch as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and PathMatch specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Except to the extent that representative claims under California’s Private Attorney General Act (“PAGA”) are excluded from these Terms (if PAGA is applicable), neither you, nor any other user of the Platform can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
Arbitration does not involve a judge or jury. You understand and agree that by entering into these Terms you and PathMatch are each giving up the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and PathMatch might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable, and the Dispute will be decided by a court.
This Provision shall survive the termination of your service, subscription or agreement with PathMatch or its affiliates. Notwithstanding any provision in these Terms to the contrary, we agree that if PathMatch makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require PathMatch to adhere to the present language in this Provision as of the day you entered into these Terms if a dispute between us arises.
We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to the PathMatch Service without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the PathMatch Service will be heard in the courts located in Los Angeles County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Our failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and PathMatch and supersede all prior or contemporaneous negotiations, discussions or agreements between you and PathMatch about the PathMatch Service. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at firstname.lastname@example.org.