Last Updated: April 28, 2025
1. Introduction
This Limited Use and License Agreement (“Agreement”) is by and between THE PATHMAKER, LLC, an Arizona limited liability company (“we”, “us”, “our” or “TPM”) and the individual (“you”, “your” or “User”) who has accepted and entered into this Agreement through an electronic document or website portal. User acknowledges and agrees that User’s checkbox affirmation constitutes a binding legal signature.
The terms of this Agreement shall be considered additional terms to TPM’s Terms of Use, which includes TPM’s Privacy Policy. To the extent the terms of this Agreement directly conflict with any prior written agreement, including the Terms of Use, the terms of this Agreement shall govern; however, all terms should be construed to be in harmony with each other.
2. Services
Subject to the terms and conditions of this Agreement, User shall have the non-exclusive, limited right to access and/or use the website application and tools associated with the applicable subscription in which the User enrolls (collectively, the “Services”). The terms of this Agreement shall also apply to updates and upgrades subsequently provided by TPM to User for any Services.
3. Pricing, Fees, and Payments
The applicable price of the Services and duration that User is permitted to access and/or use the Services will be specified at enrollment/checkout and referenced in the payment receipt or confirmation email sent by TPM. More information about TPM’s current pricing and subscriptions options, termination, cancelation, account deletion, free trials, and the like is contained in the Pricing Info section and is incorporated by reference. TPM reserves the right to charge any applicable tax, including sales tax.
If you are paying by credit/debit card, you authorize us to charge your credit card or bank account, on a reoccurring monthly and/or annual basis (as applicable and until cancelation or termination) for all fees payable during the subscription term. Your subscription will automatically renew, annually or monthly as applicable, and you authorize us to charge your credit/debit card (or other payment method) accordingly. To prevent your subscription from being renewed, you must cancel before the payment method you have on file is charged for the renewal. Renewal payments are typically charged the day before the start of the new renewal period. After you cancel, you will no longer have access to any paid Services or related content at the end of your subscription term; however, if you use the delete feature, you will no longer have access to your content. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
All amounts paid are non-refundable. We do not provide refunds if you decide to stop using the Services during your subscription term, which may be a month or a year depending on your subscription. You agree, warrant, and represent not to dispute or “chargeback” any fees for any Services. All fees are due and payable in advance throughout the subscription term.
You must keep your contact information, billing information, and credit/debit card information up to date to avoid account termination and deletion of all content you uploaded. Failure to ensure that we have a valid payment method on file may result in the termination of your account and the permanent deletion of all your data and information. We may attempt to notify you that a new method of payment is required to avoid account termination, but we are under no obligation to do so. We also reserve the right to suspend your account and provide you with a grace period to update your payment method, but we are under no obligation to do so. Upon termination, you must stop all use of the Services and will no longer have access to any paid Services or related content.
4. Scope of License and Use
Notwithstanding anything to contrary herein or otherwise, User acknowledges and agrees that the right to access and/or use the Services in accordance with this Agreement is personal to the User only, nontransferable, and shall not be resold or shared in any manner. User may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services; (b) access or use the Services to create or support, directly or indirectly, products or services competitive to TPM; or (c) share, license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as expressly permitted by this Agreement. You acknowledge and agree that TPM has no delivery obligation and will not provide you with a copy of any software as part of the Services. You agree that you do not acquire under the Agreement any license to use any software in excess of the scope and/or duration of the Services. Upon termination or conclusion of this Agreement, you agree that your right to access or use the Services shall terminate.
5. Intellectual Property Rights
All rights, title, and interest in and to the Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, images, strategies, scripts or other derivative works of the Services provided or developed by TPM) and anything developed or delivered by or on behalf of TPM under this Agreement (including without limitation the Services) are owned exclusively by TPM and/or its licensors. The rights granted to User do not convey any rights in the Services, express or implied, or ownership in the Services or any intellectual property rights thereto. User grants TPM a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by User related to the Services. Any rights in the Services or TPM’s intellectual property not expressly granted herein by TPM are reserved by TPM. User represents, warrants, and agrees that the foregoing provisions are binding and enforceable as a matter of contract, regardless of any intellectual property laws, including copyright or trademark laws. TPM retains any and all ownership rights, intellectual property rights, moral rights, contractual rights, and equitable rights to the Services, any applicable content, and/or to anything developed and delivered under this Agreement.
TPM’s service marks, logos and product and service names are marks of TPM (the “TPM Marks”). User agrees not to display or use the TPM Marks in any manner without TPM’s express prior written permission. The trademarks, logos and service marks of third-party providers (“Marks”) are the property of such third parties. User is not permitted to use these Marks without the prior written consent of such third party.
6. Warranties, Disclaimers and Exclusive Remedies
Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. TPM warrants that, during the term of this Agreement, TPM will make commercially reasonable efforts to deliver access to the Services to User, but that TPM cannot and does not guarantee access to the Services; outages that are out of TPM’s control can and do happen. TPM also reserves the right to temporarily suspend availability of the Services to perform maintenance, add or update new content, and perform other tasks that may render the Services inaccessible.
TPM DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT TPM WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS. TPM IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM THE USER’S DATA OR THIRD-PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES.
FOR ANY BREACH OF TPM’S LIMITED SERVICES WARRANTY, USER’S EXCLUSIVE REMEDY AND TPM’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF TPM CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, USER MAY TERMINATE THE SERVICES AND TPM WILL REFUND TO USER THE FEES FOR THE TERMINATED SERVICES THAT USER PRE-PAID TO TPM FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL TPM OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TPM AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY USER FOR THE SERVICES GIVING RISE TO THE LIABILITY.
7. Terms of Use Incorporated by Reference
User warrants, represents, acknowledges, understands, and agrees that TPM Terms of Use are part of this Agreement and have been incorporated by this reference.