Path Pulse End User License Agreement

Last Updated: December 18, 2023

THE PROVIDER OF THIS SERVICE IS PATH PULSE LLC, WHICH IS OWNED AND MAINTAINED BY TEAMLY, LLC (PATH PULSE “WE”, “US”, “OUR”, or the “COMPANY”).

THIS IS A BINDING AGREEMENT. PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT (“LICENSE,” “TERMS,” or “AGREEMENT”) BEFORE ORDERING, ACCESSING, OR USING THE SOFTWARE. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES THAT FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS THAT APPLY TO THE LICENSE AND USE OF THE PATH PULSE SOFTWARE, PRODUCTS, SERVICES, AND ANY UPDATES, MODIFICATIONS, OR ENHANCEMENTS TO IT AND THE CORRESPONDING WEBSITE (ANY OR ALL OF THE FOREGOING INCLUDING FREE AND PAID VERSIONS, BY ANY NAME, “SOFTWARE” or “SERVICE”).

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS BELOW WHICH ALSO DESCRIBE YOUR RIGHT TO OPT-OUT.

WHO THESE TERMS APPLY TO:

REFERENCES TO “YOU” OR “YOUR” AND VARIATIONS IN THESE TERMS MEAN YOU, THE INDIVIDUAL ACCESSING OR PURCHASING THE SOFTWARE. IF YOU ARE OBTAINING THE SERVICE FOR USE IN OR ON BEHALF OF A BUSINESS (WHETHER IT IS A COMPANY, A PARTNERSHIP, OR AN INDIVIDUAL PROPRIETORSHIP), “YOU” OR “YOUR” ALSO REFERS TO THE ORGANIZATION OR BUSINESS THAT IS ACQUIRING OR USING THE SERVICE (WHICH IS OUR CUSTOMER FOR THESE PURPOSES) AND ALL INDIVIDUAL USERS THAT YOU OR YOUR ORGANIZATION OR BUSINESS PROVIDE ACCESS TO OR USE THE SERVICE OR WORKSPACES WITHIN IT. YOU ARE RESPONSIBLE FOR THE COMPLIANCE WITH THESE TERMS BY ALL INDIVIDUALS TO WHOM YOU GIVE ACCESS TO THE SERVICE.

THE INDIVIDUAL ACCESSING THE SOFTWARE AND ANYONE ADMINISTERING YOUR SOFTWARE LICENSES REPRESENTS AND WARRANTS TO US THAT SUCH INDIVIDUAL HAS THE FULL RIGHT AND AUTHORITY TO ACT ON BEHALF OF AND BIND LEGALLY TO THESE TERMS THE ORGANIZATION OR BUSINESS ACCESSING OR USING THE SERVICE.

PLEASE NOTE THAT YOU MUST OBTAIN AND ASSIGN A SEPARATE LICENSE FOR EACH INDIVIDUAL USER OF THE SOFTWARE. PLEASE PROVIDE A COPY OF THESE TERMS TO THE ORGANIZATION OR BUSINESS YOU ARE OBTAINING THE SERVICE FOR AND EACH INDIVIDUAL USER.

BY USING THE SOFTWARE, YOU AND YOUR BUSINESS ARE ENTERING INTO A CONTRACT AND AGREEING TO BE BOUND BY THESE TERMS. IF YOU ENTER THIS AGREEMENT ON BEHALF OF A BUSINESS OR ORGANIZATION, ALL USERS OF THE SERVICE FROM YOUR BUSINESS OR ORGANIZATION SHALL BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS LICENSE IN ITS ENTIRETY, YOU ARE NOT AUTHORIZED TO DOWNLOAD, ACCESS, OR USE THE SOFTWARE.

WE MAY MODIFY OR AMEND THE TERMS OF THIS LICENSE BY POSTING A COPY OF THE MODIFIED OR AMENDED LICENSE ON THE COMPANY SOFTWARE WEBSITE, CONTACTING YOU AT ANY EMAIL OR PHYSICAL ADDRESS WE HAVE FOR YOU, OR THROUGH YOUR PATH PULSE ACCOUNT PORTAL. YOU WILL BE DEEMED TO HAVE AGREED TO ANY SUCH MODIFICATION OR AMENDMENT BY YOUR CONTINUED USE OF THE SOFTWARE FOLLOWING THE DATE IN WHICH THE MODIFIED OR AMENDED LICENSE IS POSTED ON THE SOFTWARE WEBSITE AND/OR THROUGH YOUR PATH PULSE ACCOUNT PORTAL. PLEASE CHECK FREQUENTLY FOR UPDATES TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY UPDATED TERMS, YOU MUST STOP USING THE SOFTWARE PERMANENTLY AND YOUR LICENSE WILL TERMINATE.

If you have any questions, you may contact us through on our website located at www.pathpulse.com or by e-mail at [email protected]. We do not provide legal advice when we respond to your inquiries or provide you feedback.

1. PURCHASING A LICENSE

Company licenses the Software to you for use strictly in accordance with the Terms of this License, the Terms of Use and our Privacy Policy, and any license or usage rules and restrictions established by any other third party and vendors who provide software, content, or other property that we provide to you for use with the Software (“Third-party Usage Rules”), which are incorporated herein by reference. You warrant that the information you provide to us is truthful and accurate, and that you are not impersonating another person or misrepresenting your association with a business or organization.

We reserve the right, without notice, to discontinue products or services or modify specifications and features of products and services without incurring any obligation to you.

2. LICENSE GRANT AND RESTRICTIONS ON USE

i. Limited License Grant

Subject to your full and complete compliance with all terms of this License and all applicable laws and, for paid Software versions, your payment of the applicable subscription or license fees, Company grants you a personal, revocable, non-exclusive, non-transferable, limited right for you to (a) install the Software to the extent you download a copy of the Software for use, and (b) access and use the Software, all from and on one or more computing devices owned or controlled by you (“Devices”) for project management, chat and teams purposes, and other permitted purposes strictly in accordance with this License, the Third-party Usage Rules, and any service agreement associated with your Devices.

Your right to use the Software is limited to the number of user licenses included in your version of the Software. Additional users require payment of an additional license fee.

You agree that you are solely responsible for all content, work, data, and information you or your collaborators and teammates generate, create, upload to, and/or manipulate using the Software, and we expressly disclaim all liability for it.

ii. Restrictions on Use

You must not give a copy of or access to the Software or the data and materials you generate or upload for use with the Software to others outside of your business except only to collaborators working on projects with you and solely for the purpose of collaborating with you. You shall not incorporate or integrate any part of the Software in any other software, product, or service.

Software passwords are personal to each of your users and must not be shared by various users or used for the benefit of other persons or companies. You are responsible for maintaining the confidentiality of any password you may use to access your user account. You must notify us immediately if your password is compromised, or through your access or use of the Software you become aware that you may have created a security vulnerability to our systems or to other users.

You agree to use the Software strictly in accordance with this License and you cannot directly or through others:

(a) use the Software to violate the intellectual property, privacy, publicity, and/or rights of third parties, or provide, share, generate, post, or store using the Software or the backend we provide any information or materials that are the property of others or subject to restrictions of confidentiality or use without you having all necessary rights;

(b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from or to the Software;

(c) violate any applicable laws, rules, or regulations in connection with your download, access to or use of the Software, or its related website;

(d) remove, alter, or obscure any proprietary notice or license file on the Software;

(e) use the Software for purposes for which it is not intended or for illegal activities;

(f) resell the Software, frame the Software, or display the Software publicly;

(g) introduce malware or other harmful code or create any security vulnerability to our or our providers’ systems, databases, or to other users, inhibit any other user from accessing or using the Software or their data, or interfere with or disrupt any servers or networks used to provide the Software or host the data or work;

(h) use, decompile, or reference the Software for creating another product, service, or software, including without limitation, a software, service, or product that is, directly or indirectly, competitive with or in any way a substitute for any services, product, or software offered by the Company;

(i) use the Software or its related website to send automated or unlawful queries or communications to any website, server, email account, or computing device or to send any unsolicited commercial email or other messages; or

(j) use any proprietary information or interfaces of the Company or other intellectual property of the Company in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Software.

We reserve the right to investigate your activity using the Service and suspend and terminate any users that we believe, in our sole discretion, violate these Terms, applicable law, and/or the rights of any third party. It is foreseeable that a website’s content or their use of the Software may extend to new areas not currently documented in this Agreement. When and if this occurs, we will take the same action of investigation and enforcement to determine if a site/account is acting in violation this License, the Terms of Use, and Privacy Policy . We reserve the right to do this as needed.

iii. Restriction on Assignment, Sublicense and Transfer

You must not rent, lease, lend, sublicense, use as a service bureau, assign, or transfer the Software, this License or any of the rights granted or obligations hereunder to others, except with our (or our assign’s) prior written consent in our (or our assign’s) sole discretion. We may assign this License or our rights hereunder and/or sell or transfer Software at any time, without notice to you. Our assignee of this License will have the same rights as we do hereunder.

These obligations and exclusions in this Section 2(ii) and (iii) will survive any termination of the License or your use of the Software.

iv. Screen Session Recording

As part of the Software, we might provide functionalities that capture what was viewed by a site visitor on your website, as well as the site visitor’s real-time interactions with your website, for example, clicks, mouse movements, and data inputs. The Software is designed to operate as described herein. You represent and warrant that you will not use the Software for any malicious activity whatsoever. We disclaim all liability related to your use of the screen recording feature, including but not limited to third-party claims. You are solely responsible for complying with all applicable laws and regulations, and you agree to provide any notices required to third parties whose interactions you review and/or record. Without limiting your indemnification obligations herein, you expressly agree that you will indemnify us for any third-party claims or demands related to the use of the Software. YOU REPRESENT AND WARRANT THAT YOU WILL NOT USE THE SOFTWARE SCREEN RECORDING FEATURE IN VIOLATION OF THIS AGREEMENT, TERMS OF USE, OR PRIVACY POLICY .

3. Third-party Usage Rules May Apply

The Software may use, provide access to, or include or allow your or your collaborators or teammates to include, deploy, use, or enable third-party software, services, and files that are subject to open source or other third-party license terms and restrictions (“Third-Party Software”). We do not endorse or make any representations or warranties concerning Third-Party Software. The operators of Third-Party Software do not endorse our Software make no warranty about their work, and disclaim liability for all uses of their work, to the fullest extent permitted by applicable law. Your right to use such Third-Party Software as part of the Software is subject to and governed by the terms and conditions of the Third-Party Software. If a Third-Party Software is enabled, accessed, or used for your Software, your data might be shared with the third-party provider. We will not be responsible for any use, disclosure, modification, or deletion of your data or content that is transmitted to, or accessed by, Third-Party Software. Any claims regarding Third-Party Software are solely between you and any applicable third-party licensor or intellectual property owner, and the Company disclaims all liability related to Third-Party Software.

In no event shall the Software or components thereof not provided to the public under third-party open-source licenses be deemed to be “open source” or “publicly available” software. Third-party licensors reserve all right and title to their licensed works, including all intellectual property rights. You agree not to claim ownership of any such third-party work or files.

Third-party licensors reserve all right and title to their licensed works, including all intellectual property rights. You agree not to claim ownership of any such third-party work or files.

4. Intellectual Property Rights; Testimonials

You agree that the Software and all copyrights, patent rights, trademarks, trade secrets, and other intellectual property rights associated therewith are (except for the Third-Party Software mentioned above), and shall remain, the sole and exclusive property of the Company (or the Company’s successors, purchasers, and assigns). Furthermore, you acknowledge and agree that the source and object code of the Software and the format, directories, queries, algorithms, structure, and organization of the Software are the intellectual property and proprietary and confidential information of the Company and its affiliates, licensors, and suppliers, as applicable (or their respective successors, purchasers, and assigns).

Except as expressly stated in this License, you are not granted any rights in or to the Software by implication, estoppel, or other legal theory, and all rights in and to the Software not expressly granted in this License are hereby reserved and retained by the Company. The ownership of the Third-Party Software and licensed files is retained by their respective licensors. Nothing herein limits the rights available to you under applicable open-source licenses.

The Company retains all rights and title to its and its product trademarks, names, and logos. You are not authorized to use the Company’s trademarks, names, or logos in any advertising, publicity, or in any other manner without the prior written consent of the Company, which may be withheld for any reason.

You agree we may use testimonials and/or product reviews you provide to us (in any manner) in whole or in part together with the name and location of the person submitting it. Testimonials may be used for any form of activity relating to our services or products, in any medium, as we determine. Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and your business may have using our services or products.

This Section 4 will survive any termination of the License or your use of the Software.

5. Indemnification by You

To the fullest extent permitted by applicable laws, you agree to indemnify, defend, and hold harmless the Company and its affiliates, suppliers, service providers, data center providers, and licensors, and each of their respective officers, directors, employees, purchasers, successors, and assigns (the “Indemnified Parties”) from and against any claim, proceeding, liability, losses, damage, fine, penalty, interest, and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of, related to or in connection with the following:

(i) Your access to and use or misuse of the Software, Third-Party Software, or Third-Party Content and Services (as defined below);

(ii) Your breach or alleged breach of this License or actual or alleged violation of any law;

(iii) Your negligence or willful misconduct; or

(iv) Your violation of the rights of a third-party, including without limitation the infringement by you or your collaborators or teammates of any intellectual property right or violation or misappropriation of any contract, privacy, publicity, or trade secret right of any person or entity, including without limitation, with respect to any content, work, data, and information you or your collaborators and teammates generate, upload to, and/or manipulate using the Software.

For clarity, these indemnity obligations apply to any act or omission by you, your organization or business, and any users to whom you provide access to the Software.

These obligations and exclusions in this Section 5 will survive any termination of the License or your use of the Software.

6. Use of Information - Consent to Use Information

You hereby authorize and consent to the collection, storage, and use, by the Company and its affiliates, partners, and agents (and their respective successors, purchasers, and assigns) of any information and data related to or derived from your use of the Software, and any information or data that you provide to the Company and its affiliates, partners, and licensors and their successors, purchasers, and assigns (“Information”). You shall not provide or disclose, and the Information shall not include, any information or data that is personally identifiable to you or to any other person except for the information required at the point of purchase for a subscription. The Information will be treated as being non-confidential and nonproprietary, and the Company assumes no obligation to protect confidential or proprietary information (other than as set forth in our Privacy Policy ) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. The Company will also be free to use any ideas, concepts, know-how, or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing, and marketing products and services incorporating such information.

7. Third-Party Content and Services

The Software or its website or app may permit access to or display information regarding third party products, services, websites, advertisements, promotions, recommendations, advice, information, projects, and materials (“Third-Party Content and Services”). You agree that we are not liable for any such Third-Party Content and Services, and the applicable third parties are solely responsible for them. Your access to and use of the Third-Party Content and Services are at your sole discretion and risk, and the Company and its affiliates, partners, suppliers, and licensors (and their respective successors, purchasers, and assigns) shall have no liability to you arising out of or in connection with your access to and use of the Third-Party Content and Services. Company hereby disclaims any representation, warranty, or guaranty regarding the Third-Party Content and Services, whether express, implied, or statutory.

Your access to and use of the Third-Party Content and Services and any dealings between you and any third-party located or linked to using the Software or the Software website are governed by and may require your acceptance of their terms and policies, which may be subject to change by the applicable third-party at its sole discretion. You assume all risks arising out of or resulting from your transaction of business or dealings with any third party, and you agree that Company and its affiliates, partners, suppliers, and licensors (and their respective successors, purchasers, and assigns) are not responsible or liable for any loss or result of the presence of information about or links to such third parties, advertisers, or service providers.

We do not endorse or sponsor the Third-Party Content and Services. You understand that by accessing and using the Third-Party Content and Services, you may encounter information, materials, and subject matter that you or others may deem objectionable, and that we have no liability for it or obligation to restrict or deny access to it.

This Section 7 will survive any termination of the License or Your use of the Software.

8. Grant of Rights to Your Designs

You are solely responsible for your use of the Service and any information, data, text, images, stickers, usernames, graphics, photos, profiles, music, audio, videos, links, or other materials you create, edit, publish, store, and share using the Service (“Your Designs”), including compliance with applicable laws, rules, and regulations. Subject to your compliance with this Agreement, you shall be permitted to download and export Your Designs. Company retains all intellectual property rights contained in the Service, including the content provided to you which comprise Your Designs.

By using the Service, you represent and warrant that (1) you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted in this section; (2) your posting and sharing, and Company’s and its users’ use, of Your Designs do not violate the privacy rights, publicity rights, copyrights, contract rights, trademark rights, or other intellectual property rights or any other rights of any person, company, or other third party; and (3) the posting and sharing of Your Designs do not result in a breach of contract between you and a third party.

Company reserves the right, but does not undertake the obligation, to monitor Your Designs and your activity to ensure compliance with this Agreement. This includes, but is not limited to, monitoring your downloads, retaining details of Your Designs, and tracking abuse of your username and password.

9. Term and Termination

This License shall be in effect for as long as you comply with the terms of this License, your license is terminated.

Company may, in its sole discretion, at any time, suspend this License and the rights afforded to you hereunder with or without prior notice, if you fail or are suspected of having failed to comply with any terms and conditions of this License, the Terms of Use, or Privacy Policy . If you fail to comply with any terms and conditions of this License, Terms of Use, Privacy Policy, or your use of the Service, or your use or Your Designs violates or is alleged to violate any laws or your use threatens the security of our systems or other users, then this License and any rights afforded to you hereunder shall terminate automatically, without a requirement of any notice or other action by Company (but we may in our discretion provide you notice). Upon termination of this License, you shall permanently cease all use of the Software and forfeit all fees paid.

You acknowledge and agree that the ability to export Your Designs, material, and data may be limited or unavailable depending on the type of Software version or subscription you have. Following termination or expiration of the License, we will have no obligation to maintain or provide and, unless legally prohibited, may delete all of Your Designs, data, and materials in our systems or otherwise in our possession or under our control. We may provide you, in our sole discretion, with the opportunity to download Your Designs if or when the License terminates.

10. Disclaimer of Warranties and Limitations of Damages and Liability

i. Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOFTWARE IS AT YOUR SOLE RISK AND DISCRETION.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, INFRASTRUCTURE AND DATA CENTER PROVIDERS, AND LICENSORS (AND THEIR RESPECTIVE SUCCESSORS, PURCHASERS, AND ASSIGNS) HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTIES REGARDING THE (a) SOFTWARE, (b) ALL COMMUNICATIONS AND COLLABORATIONS BETWEEN YOU AND OTHERS USING OUR SOFTWARE, (c) ALL CONTENT, DATA, MATERIALS, AND INFORMATION EXCHANGED, STORED, OR CREATED BY YOU OR YOUR COLLABORATORS AND TEAMMATES THROUGH THE SOFTWARE, (d) ANY THIRD-PARTY SOFTWARE AND THIRD-PARTY CONTENT AND SERVICES, IN EACH CASE WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS (AND THEIR RESPECTIVE SUCCESSORS, PURCHASERS, AND ASSIGNS) MAKE NO WARRANTY THAT (I) THE SOFTWARE OR THE CONTENT, DATA, MATERIALS, AND INFORMATION STORED IN OR EXCHANGED USING THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE UNINTERRUPTED, OR BE ACCURATE, RELIABLE, TIMELY, SECURE, OR ERROR-FREE; OR (II) ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH ANY INFORMATION SECURITY OR SYSTEMS BREACH OR SECURITY VULNERABILITY AFFECTING THE SOFTWARE OR THE SYSTEMS AND DATABASES USED IN CONNECTION WITH THE SOFTWARE AND SHOULD USE YOUR DISCRETION IN DETERMINING WHICH INFORMATION AND MATERIALS ARE SUITABLE FOR USE IN CONNECTION WITH THE SOFTWARE.

ii. Limitations of Liability and Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, PARTNERS, SUPPLIERS, INFRASTRUCTURE AND DATA CENTER PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE SUCCESSORS, PURCHASERS, AND ASSIGNS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE, THE CONTENT, DATA, MATERIALS, AND INFORMATION STORED IN OR EXCHANGED USING THE SOFTWARE, ANY THIRD-PARTY SOFTWARE, OR ANY THIRD-PARTY CONTENT AND SERVICES, IN EACH CASE WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OR COMPROMISE OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, APPLICATION DOWNTIME, AND APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT THE COMPANY’S AND ITS SUCCESSORS’, PURCHASERS’, AND ASSIGNS’ AGGREGATE LIABILITY TO YOU REGARDING THE SOFTWARE AND ANY MATTER RELATING TO THIS LICENSE (WHETHER UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU FOR THE SOFTWARE, OR IF YOU ONLY USE THE FREE VERSION OF THE SOFTWARE, THEN SUCH AGGREGATE LIMIT WILL BE USD$100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

The Software screen recording feature described above is designed to capture what was viewed by a site visitor on your website. Company does not control what information is requested from a site visitor on website. Accordingly, Company specifically disclaims any liability with respect to the information collected on your website or such information’s compliance or non-compliance with applicable laws and regulations, including any state law, and/or any rule or regulation implemented thereunder by the Federal Trade Commission, Federal Communication Commission, or other regulatory body. Company does not provide legal advice, and any questions relating to the sufficiency of the Software as a record of consent should be addressed to an attorney with expertise in this area of law.

iii. Compatibility Disclaimer

Company does not warrant that the Software will be compatible or interoperable with your Device or any other software, equipment, or device used in connection with your Device. You agree that Company and its affiliates, partners, suppliers, and licensors (and their respective successors, purchasers, and assigns) shall have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems. You are solely responsible for ensuring the security of your Devices and protecting them against computer viruses and other malware, denial of service, and ransomware attacks.

iv. Product Claims Disclaimer

You acknowledge that you (not Company or its affiliates, successors, purchasers, and assigns) are responsible for addressing any third-party claims relating to your use or possession of the Software, and you agree to notify Company of any third-party claims relating to the Software of which you become aware. Further, to the fullest extent permitted by applicable laws, you hereby release Company (and its successors, purchasers, and assigns) from any liability resulting from your use or possession of the Software, including, without limitation, any claim (i) that the Software fails to conform to any applicable legal or regulatory requirement; and (ii) any claim arising under consumer protection or similar legislation.

This Section will survive any termination of the License or your use of the Software.

11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

If you have a complaint, dispute, or controversy, you agree to first contact us at [email protected] to attempt to resolve the dispute or controversy informally. Except as set forth below, any controversy or claim arising out of or related to the use of the Website, any product, service, or software, this End User License Agreement, Terms of Use, the Privacy Policy, or your relationship with us that cannot be resolved through such informal process or through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”). Judgment on the award rendered may be entered in any court having jurisdiction thereof. The arbitration will be conducted by a single neutral arbitrator in the English language in Columbus, Ohio , unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with the Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures (“AAA Rules”), in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms of Use, the Privacy Policy, the End User License Agreement , this arbitration provision, and any other terms incorporated by reference into these Terms of Use. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses. The arbitrator shall follow the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. In all other respects, the substantive law of the State of Ohio shall apply, without regard to its conflicts of laws principles.

You and we agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and we expressly waive any right to pursue any class or other representative action against each other.

Failure or any delay in enforcing this arbitration provision in connection with any claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises.

If any claim or dispute is found by the arbitrator to be excluded from this arbitration agreement above, the parties agree that any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Columbus, Ohio.

Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the state and federal courts of the state of Ohio: (i) any dispute, controversy, or claim by Company relating to our intellectual property rights and proprietary rights, including without limitation, copyrights, patents, trademarks, service marks, copyrights, or trade secrets; and/or (ii) an action by us for temporary or preliminary injunctive relief, whether prohibitive or mandatory, or other provisional relief;.

This provision survives termination of your account or relationship with us, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.

YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU ENTER THIS AGREEMENT BY WRITING TO US AT PATH PULSE, ATTN: LEGAL DEPARTMENT, 6724 PERIMETER LOOP ROAD #257, DUBLIN OH 43017, WITH COPY BY E-MAIL TO [email protected] FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING ANY SERVICE OR PRODUCT YOU PURCHASED, USED, OR ATTEMPTED TO USE WITHIN THE 30 DAYS AND THE DATE YOU FIRST PURCHASED, USED, OR ATTEMPTED TO USE THE SERVICE OR PRODUCT. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.

12. Miscellaneous

ii. Severability

If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the applicability of such provision to persons or circumstances other than those to whom it is held invalid or unenforceable, shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.

iii. Waiver

Except as provided herein, failure to exercise a right or require performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall waiver of a breach constitute waiver of any subsequent breach.

iv. Entire Agreement

This License, the Terms of Use, the Privacy Policy , and any documents incorporated herein by reference, constitute the entire agreement with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understanding regarding such subject matter. In the event of a conflict between this License and the Terms of Use and/or the Privacy Policy, the provisions of this License shall control.

This Section 12 and other provisions of this License that by their terms or nature are intended to survive, shall survive termination of this License. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

13. Contacting Us

Please contact us with questions or comments about our products and services or this License by sending an e-mail to [email protected]. Notices to you may be made by posting a notice (or a link to a notice) on this web page, by email, by postal mail, or any other means, at our discretion.