Terms of Service

 

Last revised: May 1, 2018

THESE TERMS OF SERVICE (“TERMS”) ARE A LEGAL AGREEMENT BETWEEN YOU AND PATHSPARK, INC. (“PATHSPARK” “WE” OR “US”) GOVERNING YOUR ACCESS TO AND USE OF THE PATHSPARK SERVICE (AS DEFINED BELOW). PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICE. 

By using our Service, you understand, acknowledge and agree to abide by these Terms and that you have read and understood the Pathspark Privacy Policy, which is incorporated herein by reference.  If you do not agree to these Terms or our Privacy Policy, you may not access or use the Service.  Any rights not expressly granted herein are reserved by Pathspark.

NOTE:  Our Service is not intended for children under 13 years of age, and you may not use the Service if you are under 13. You hereby represent and warrant that you are at least 13 years of age.

 

1.  Service Description:  The Pathspark service consists of one or more online platform that matches users and employees (“Users”) with professional career coaches (“Coaches”) in accordance with their expressed preferences and goals for the purpose of obtaining ongoing advice and guidance via mobile text message via text or Facebook Messenger exchanges, and voice or video coaching sessions, provision of a custom dashboard to monitor progress and collect User and Coach insights, and other related services, together with all text, graphics, data files, visual interfaces, photographs, videos, images, trademarks, logos, artworks, sounds, music, and computer code (“Content”), and all related web sites (“Site”) (collectively, the “Service”).    The Service also includes all underlying software applications, source code, object code, data, and information technology, together with all modifications and improvements made thereto. The Service and all Content is owned, controlled or licensed by or to Pathspark and is protected by copyright, patent, and trademark laws, and various other intellectual property rights and unfair competition laws.

 

2.  End User License Agreement (EULA).  Pathspark hereby grants you a revocable, non-exclusive, non-transferable, limited right and license to access and use the Service. The term of your License shall commence on the date that you visit the Site, and will end if your account is terminated by either you or us.  We reserve the right to immediately terminate your license if you use the Service in breach of these Terms.  Pathspark retains all right, title and interest in and to the Service, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, and all other rights whether registered or not and all applications thereof. The Service is protected by applicable laws and treaties worldwide, and may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without the prior written consent from Pathspark.

 

3.  Using the ServiceTo use Pathspark, you are required to register as and create a Pathspark account as set forth below.  After creating an account, you may use the Service to view Coach profiles, and we will provide you with specific profiles of those Coaches that we believe will best serve your expressed needs.

 

(a)   Establishing an AccountTo use the Service you must first register and create an account, either directly or via third-party social networking sites such as Facebook.  If you access your account via a third-party social networking site, you are agreeing to disclose your third-party account login information to us.

 

(b)  Creating a Profile:  Following the creation of your account, you will be asked to create an account profile, and include personal information relevant to your industry, profession, experience, and career goals, along with such additional personal information that you see fit to provide. While providing additional information is not required, it does assist us in matching you with an appropriate Coach.  All information you provided shall be maintained in accordance with our Privacy Policy.

 

(c)   Payments; Third-Party Fees or Charges:  When you establish your account, you agree to provide us with current, complete, true and accurate billing information, if required, such as your credit card or other payment system number and expiration date, which will be used to process your subscription payments and any extension sessions.  Subscription payments, if applicable, are processed either monthly or quarterly at the beginning of the payment cycle.  The Service is available on a multitude of portable electronic devices. We provide our connection to mobile services for free, but please be aware that your carrier's normal rates and fees, such as text messaging fees, may still apply.

 

4.  Working with Coaches. After establishing your account, you will be matched with a Coach.  If you accept the match (or otherwise choose another Coach on the platform), he or she will deliver coaching services during the course of the payment cycle.  If you are dissatisfied with a particular Coach, you may inform us and we will match you with a new Coach for the remainder of the payment cycle.  Any advice, guidance, or other information provided by your chosen Coach represent the opinions of the Coach, and not Pathspark.  Our sole role is to match you with a Coach, and to maintain the Platform to ensure its smooth operation.  While we make reasonable efforts to verify the credentials of our participating Coaches, we do not offer (and specifically disclaim) any guarantees associated with Coaches and their services.  Coaches are not employees of Pathspark.  Accordingly, PATHSPARK BEARS NO RESPONSIBILITY OR LIABILITY FOR ANY ADVICE OR GUIDANCE THAT COACHES MAY PROVIDE, AS FURTHER DETAILED IN THE LIMITATION OF LIABILITY SECTION BELOW.  USE OF THE PATHSPARK SERVICE IS AT YOUR SOLE RISK.

 

5.  Cancellations and Refunds.  Subscription fees are non-refundable.  You may cancel your subscription at any time prior to the expiration of the subscription period to avoid being charged.

 

6.   Account Guidelines and RestrictionsPlease note the following guidelines and restrictions in connection with the operation of your Pathspark account:         

 

(a)  You are solely responsible for maintaining the confidentiality of your account and password, and for any and all activities that take place on your account, regardless of whether such activity was authorized by you;

 

(b)  You agree to immediately notify us of any unauthorized use of your account or any other breach of security and to provide properly documented evidence of the same as we may request;

 

(c)  You may only establish one Pathspark account.  Additional accounts are strictly prohibited, and you may not use anyone else's account at any time, nor may you permit anyone else to access and use your account;

 

(d) We reserve the right to terminate or suspend your account at any time, with or without cause or notice to you, and to change or discontinue any feature of the Service at any time, without notice to you;

 

(e)  In the event that your account is terminated, suspended or canceled, no refund will be granted and no other credits will be credited to you or converted to cash or other form of reimbursement;

 

(f)   We will undertake our best efforts to match you with a Coach based on the information you provide in your account profile and the information that a Coach has provided to us.  However, we offer no guarantee that a match will be suitable;

 

(g)  You may not use the Service to harm, stalk, or harass others in any way, or to impersonate any person or entity, including, but not limited to, a Pathspark employee, Coach, or other User, or falsely state or otherwise misrepresent your affiliation with a person or entity;

 

(h) You may not use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;

 

(i)  You may not interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software, and you are further prohibited from attempting to modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;

 

(j)  You may not use the Service to violate any applicable local, state, national or international law in connection with your use of the Service, or to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

 

(k)  You may not use the Service to recruit or otherwise solicit any Coach to join third party services or websites that are competitive to Pathspark without our prior written approval; and

 

(l)  You may not retain or pay a participating Coach using any method other than through the Service.

 

7.  Featured Coaches and Reviews.  We may display the professional credentials of participating Coaches to suggest the quality and caliber of their work, but the order in which Coach information is presented is not intended to demonstrate a preference for one over another.  We request you to provide a review of a Coach after services are rendered for the purpose of measuring and tracking their performance. Reviewing a Coach is entirely voluntary, and reviews may or may not be posted on the Site.

 

8.   Proprietary Rights.  Pathspark owns and retains all proprietary rights in the Service, including associated applications, and Site, and all Content included therein. The Service contains the copyrighted material, trademarks, and other proprietary information of Pathspark. YOU ACKNOWLEDGE AND AGREE THAT ALL CONTENT IS THE PROPERTY OF PATHSPARK AND/OR ITS LICENSORS AND THAT YOU HAVE NO INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN ANY CONTENT, REGARDLESS OF WHETHER THAT CONTENT WAS PROVIDED BY PATHSPARK, YOU, OR ANOTHER USER OF THE SERVICE. You acknowledge that the Pathspark Service and Content are protected by copyrights, trademarks, and other proprietary rights owned by Pathspark, and/or its licensors, including, without limitation, rights to the selection, coordination, arrangement and enhancement of such Content, and that these rights are valid and protected in all media existing now or later developed. No Content, or any other information obtained from the Service, may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without our prior written permission.

 

9.  Account TerminationBoth you and we may terminate your account at any time.  These Terms shall remain in effect until you or we terminate your account, or are modified by us in accordance with Section 16 below. Without prejudice to our other rights hereunder, if you breach these Terms in any way, then we may take such action as appropriate to address the breach, including suspending your access to the Service. We may terminate these Terms with or without notice to you by terminating your account. If we terminate your account because you have breached these Terms, you will not be entitled to any refund of any unused fees.

 

10.  Disclaimer of WarrantiesYOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE) OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, EXCEPT TO THE EXTENT SUCH WARRANTIES OR CONDITIONS ARE LEGALLY INCAPABLE OF EXCLUSION.

 

PATHSPARK DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE (OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION THE CONTENT) OR THAT THE SERVER(S) ON WHICH THE SERVICE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

PATHSPARK MAKES NO WARRANTY THAT THE ADVICE, GUIDANCE, AND OTHER SERVICES YOU RECEIVE FROM PARTICIPATING COACHES WILL BE APPROPRIATE OR MEET YOUR EXPECTATIONS. ALL ACTIONS TAKEN BASED ON THE INFORMATION OBTAINED THROUGH THESE SERVICES (COURSES OR COACHING) ARE YOUR RESPONSIBILITY, AND ANY PART OF THE ADVICE, COACHING, SUGGESTIONS, OR OPINIONS OFFERED BY PATHSPARK OR THE COACHES DO NOT REPLACE MEDICAL OR LEGAL ADVICE OR COMMON SENSE AND NO GUARANTEES OF ANY KIND ARE MADE. WHEN THERE IS REASON TO SEEK MEDICAL ATTENTION AND LEGAL COUNSEL, THIS SHOULD BE DONE AND NOT REPLACED BY A SERVICE OFFERED BY PATHSPARK.  YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO ASCERTAIN YOUR NEED FOR MEDICAL CARE, LEGAL CARE OR THERAPY OUTSIDE OF THE SERVICES OFFERED BY PATHSPARK, THAT PATHSPARK AND THE COACHES ARE NOT LICENSED PHYSICIANS OR OTHER MEDICAL PROFESSIONALS, PSYCHOLOGISTS OR MENTAL HEALTH PROFESSIONALS, AND THAT THEY NEITHER DIAGNOSE, NOR PRESCRIBE FOR, TREAT, CURE OR HEAL ANY PHYSICAL, EMOTIONAL, PSYCHOLOGICAL OR MENTAL CONDITIONS OR ILLNESSES.

 

PATHSPARK DOES NOT RECOMMEND OR CONDONE IN-PERSON MEETINGS BETWEEN USERS AND COACHES. IF YOU SO, YOU DO SO AT YOUR OWN RISK, AND THE PATHSPARK PARITES DISCLAIM ANY LIABLITY, DAMAGES OR LOSS THAT MAY RESULT THEREFROM.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND AS A CONSEQUENCE SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

 

11.  Limitation of LiabilityYou assume the entire risk of loss and damage due to your use of the Service.  Pathspark, its affiliates, and its and their respective owners, directors, officers, employees, and agents (collectively, the “Pathspark Parties”) shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages or losses, whether based in contract, tort, strict liability, or otherwise, that you may incur in connection with the use of, or inability to use, the Service, or for any other claim related in any way to your use of the Service or interactions with us, even if advised of the possibility of such damages. IN NO CASE SHALL THE LIABILITY OF THE PATHSPARK PARTIES TO YOU (i) EXCEED THE AMOUNT THAT YOU PAID TO PATHSPARK OR ITS DESIGNEES, FOR THE APPLICABLE SERVICES GIVING RISE TO ANY SUCH LIABILITY, DURING THE SIX (6) MONTH PERIOD PRIOR TO THE MONTH IN WHICH THE MOST RECENT EVENT GIVING RISE TO LIABILITY OCCURRED, OR (ii) $500.00, WHICHEVER AMOUNT IS LESS.

 

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

 

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND AS A CONSEQUENCE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE PATHSPARK PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

 

12.  Jurisdiction and Choice of LawThese Terms, and any disputes arising from or relating to these Terms or the Service, are governed by the laws of the State of New York, without regard to conflict of laws principles. YOU HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION, INCLUDING WAIVING ANY OBJECTION TO PERSONAL JURISDICTION OR VENUE, OF THE COURTS OF NEW YORK COUNTY, NEW YORK.

 

13.  Statute of LimitationsRegardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action arising out of or related to your use of the Service or under these Terms must be filed or brought within one (1) year after such claim or cause of action arose.

 

14.  Arbitration Agreement; Class Action and Jury Waiver.

 

You agree to arbitrate all disputes and claims that arise out of or relate to your use of the Service. Therefore, you agree that, by using the Service, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION BASED ON OR INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR OTHER PERSONS SIMILARLY SITUATED.  This agreement to arbitrate includes, but is not limited to, any dispute, claim or controversy arising out of or relating to your use of the Service or these Terms. Any such dispute shall be determined by arbitration to be held in New York, New York before one arbitrator. Any party to an arbitration proceeding may appear remotely by telephone or Internet.  The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

 

Before serving a demand for arbitration of a claim, you agree to first notify Pathspark of the claim at Pathspark, Inc., Attn: Legal, 245 East 93rd St., No. 17G, New York, NY 10128, or by email at [EMAIL ADDRESS] (“Notice”), and seek informal resolution of the claim.  Any Notice from you must include your name, pertinent account information, a brief description of the claim, and your contact information, so that we may evaluate the claim and attempt to informally resolve the claim.  Both you and Pathspark will have 30 days from the date of the receipt of the Notice to informally resolve any claims, which, if successful, will avoid the need for further action.

 

15.  Notice for California UsersUnder California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

 

16.  Modifications of These TermsFrom time to time, we may update these Terms. If there are material changes to these Terms, we will prominently post the changes on our Site, post the revised Terms here with a new “Last Revised” date, and/or send you an email informing you of the change. All such changes will be effective immediately upon posting.  If you are dissatisfied with any modification to the Terms, your only remedy is to terminate your use of the Service. Your continued use of the Service after a change or update has been made to these Terms constitutes your acceptance of such change or update.

 

17.  Questions or CommentsWe welcome your feedback. All feedback, comments, requests for technical support and other communications relating to the Site or the Service should be directed by email to: info@pathspark.com, or submitted in writing to: Pathspark, Inc., 245 East 93rd St., No. 17G, New York, NY 10128.