Terms of Use
(Last updated July 1, 2024)
Introduction, Acceptance, Definitions, and Modifications
Welcome to Pathway. We hope that you will enjoy and appreciate using our “Services”, which include (i) visiting our website at https://www.pathway.md, including all subdomains, present and future (the “Website”); and (ii) using our “Platform”, which provides our users (each, a “User”) with access to a vast library of medical resources and literature. The Platform is available on the Website and via our “Application”, which refers to our app for iOS or Android called Pathway. You are accessing the Application using the handheld or tablet device onto which you have downloaded the Application (the “Device”) or visiting the Website on any type of device with a web browser.
By visiting the Platform or using the Services in any way, you hereby accept to be bound by these Terms of Service (“TOS”) without any reservations, modifications, additions, or deletions. If you do not agree to all the provisions contained in the TOS, you are not authorized to use the Services. The TOS are a legal and binding agreement between you and us.
If you are using the Services and accepting or agreeing to these TOS on behalf of a company, association, or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to these TOS and, in such event, "you" and "your" will refer and apply to that Legal Entity.
The Platform and Services are owned and operated by Pathway Medical Inc. (“Pathway”), a Canadian corporation located in the province of Quebec, Canada. Where the present TOS refer to “Pathway” they may refer to Pathway Medical Inc. and / or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors, and assigns (collectively “Representatives”), depending on the context. Any reference to “we”, “our”, or “us” in these TOS shall also refer to Pathway and / or its Representatives.
In these TOS, a Website visitor or a User may be referred to as “you” or “your”. When a User is logged in to the Platform, he or she may be referred to in these TOS as a “Logged-In User”.
Pathway reserves the right, at any time and without prior notice, to modify or replace any of the TOS. Any changes to the TOS can be found at this URL. It is your responsibility to check the TOS periodically for changes. Your use of the Services following the posting of a notice regarding changes to the TOS on the Platform constitutes acceptance of those changes. If we make any substantial changes to the TOS that materially affect your legal relationship with Pathway, we will use reasonable efforts to contact you if we have your contact information, for example, if you are a User.
Additional definitions shall be made throughout these TOS, but they will be recognizable as they will be capitalized, bolded, and in quotation marks. Additional definitions may also be found in the Privacy Policy and will have the same meaning in these TOS as they do there. The definitions found in these TOS shall also apply to the Privacy Policy. Both the TOS and the Privacy Policy govern your use of the Services.
Contacting Us
If you have any questions about the TOS, please contact contact@pathway.md.
If you have any questions regarding the Services, please contact contact@pathway.md.
General Code of Conduct for Use of the Services
In addition to the more specific rules found elsewhere in these TOS, by interacting with the Services in any way you agree to:
- Not use the Services in any manner that in any way violates these TOS or any other applicable policy posted on the Website or the Platform by Pathway;
- Not download or remove any content from the Platform – all content is meant to be viewed on the Platform exclusively and you are prohibited from viewing, downloading or sharing any Platform content outside the Platform itself;
- Not harvest or scrape any content from the Website or the Platform;
- Not use the Services in any manner that violates any intellectual property rights of Pathway or any third party;
- Not use the Services in any manner to propagate spam, including, but not limited to, unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
- Not use the Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment in any form, whether belonging to Pathway or a third party, or to damage or obtain unauthorized access to any system, data, password, or other information (whether personal data or not) of Pathway, other Users, or any other third party;
- Not: (1) take any action that imposes or may impose (as determined by Pathway in its sole discretion) an unreasonable or disproportionately large load on Pathway’s (or its third party providers’) infrastructure; (2) interfere, or attempt to interfere, with the proper functioning of the Services or any activities conducted on or via the Services; (3) bypass any measures Pathway may use to prevent or restrict access to the Services or any element thereof; or (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page or portion of the Website or the Platform;
- Not take any action or use any process that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising or other promotions connected to or associated with the Services;
- Not use the Services to launch any denial of service (DoS) attacks;
- Not use the Services to in any way collect information (whether personal information or not) of any third party or in violation of our Privacy Policy;
- Not use the Services to advertise or promote products or services that are not expressly approved in advance in writing by Pathway, or as permitted by these TOS;
- Not interfere with any third party’s use or enjoyment of the Services;
- Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, abusive, illegal, fraudulent, or harmful to any third party;
- Not attempt to do any of the foregoing prohibitions; and
- Use the Services in good faith, and in compliance with all applicable local, provincial or state, national, and international laws, as well as all standards of professional practice applicable to you and the practice of medicine or any other relevant health profession.
Device Requirements
You must make sure that you update your Device’s operating system regularly in order to have access to the Application’s full functionalities. If you do not update your Device’s operating system (or the Device itself) on a reasonably regular basis, your Device may not have the required hardware or software to run the Application. Pathway and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your inability to use the Application because of your Device not having sufficient hardware or software to use the Application, and disclaims any responsibility in this regard.
Use of the Application
The Application is licensed, not sold. Pathway grants you the non-exclusive, non-transferable, non-sublicensable, limited right and license to install and use the Application solely and exclusively for your personal use on your Device, or the use of any other third party with access to the Device that you control and with your permission, and as permitted by the Usage Rules set forth in the App Store Terms and Conditions for the iOS Application or the Google Play Terms of Service for the Android Application. The iOS App Store or Google Play or any other distributor for apps may be referred to in these TOS as a “Third-Party Application Distributor”.
You may not use the Application in any manner that could damage, disable, overburden, or impair the Application (or servers or networks connected to the Application), nor may you use the Application in any manner that could interfere with any other party’s use and enjoyment of the Application (or servers or networks connected to the Application).
You agree that you are solely responsible for (and that Pathway has no responsibility to you or to any third party for) your use of the Application, any breach of your obligations under the TOS, and for the consequences (including any loss or damage, direct or indirect) of any such breach. Where a third party uses the Application on your Device with your permission, you are solely responsible for conforming to these TOS and any breach thereof shall be your responsibility. Where a third party gains control of your Device without your permission, we strongly suggest taking action (especially a remote wipe or other procedure to lock out your Device), as Pathway cannot be held responsible for any misuse of, or damage to, your Device (whether in relation to the Application or not) in such circumstances.
Privacy Policy and Permissions for the Application
Our Privacy Policy explains how Pathway treats your personal data and protects your privacy when you use the Application. By installing, accessing or using the Application, you explicitly agree to the use of your personal data in accordance with the Privacy Policy, which may be updated from time to time.
In addition to detailing how your personal data is collected and used, the Privacy Policy also describes how the Application accesses functions of the Device that are not part of the Application, which functions are developed by third parties. These are known as “permissions”, and you agree that Pathway has the right to access third-party computer code on the Device in this manner and as described in the Privacy Policy.
Accessing and Downloading the iOS Application from the Apple App Store, and Related Acknowledgements
You acknowledge and agree that (i) these TOS are concluded between you and Pathway only, and not Apple; and (ii) Pathway, not Apple, is solely responsible for the iOS Application and content thereof. Your use of the iOS Application must comply with the Apple Media Services Terms and Conditions, which you are responsible for reviewing from time to time.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS Application.
Apple will have no warranty obligation whatsoever with respect to the iOS Application. As between Pathway and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Pathway, or as further specified and limited hereinafter.
You and Pathway acknowledge that, as between Pathway and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the iOS Application or your possession and use of the iOS Application, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Pathway acknowledge that, in the event of any third-party claim that the iOS Application or your possession and use of the iOS Application infringes that third party’s intellectual property rights, Pathway, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, as specified elsewhere in these TOS.
You and Pathway acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these TOS as related to your license of the iOS Application, and that, upon your acceptance of these TOS, Apple will have the right (and will be deemed to have accepted the right) to enforce these TOS, as related to your license of the iOS Application, against you, as a third-party beneficiary thereof.
You acknowledge that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Without limiting any other term in these TOS, you must comply with all applicable third-party terms of agreement when using the Application.
You acknowledge that updates to the iOS Application are subject to the approval of Apple, and Pathway and its Representatives shall not be held responsible for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from any delay in the approval of updates by Apple.
Accounts and Passwords – General Information
Accessing the Platform will require that you create an account. Accounts are available to any individual 18 years or older who is a medical student, physician or other healthcare professional. Accounts may be approved or rejected by Pathway, which shall be at our sole discretion.
The information required to create an account includes your name and email address, occupation, affiliated organization or institution, medical specialty, the country where you live and, depending on where you live, your medical license number or equivalent (such as your NPI). This information may be referred to in the present TOS or the Privacy Policy as “User Account Information”. By submitting User Account Information, you represent and warrant that the User Account Information is true and accurate to the best of your knowledge. Submitting false or misleading User Account Information may result in you being banned from using the Services, at our sole discretion.
As part of the User account registration, if you are not logging in to the Platform via a separate third-party account (such as Google or Apple), you will be asked to create a password. It is your responsibility to create a password of sufficient strength that cannot easily be discovered by third parties. You are responsible for maintaining the confidentiality of your password and are responsible for all activities that occur under your account, whether by you or any third party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account. You will be able to change your password at any time.
Pathway reserves the right to suspend or terminate your account, at its sole discretion, at any time and for any reason, including, but not limited to, whether you have violated the letter or spirit of the TOS.
Healthcare Communications Network (HCN)
The Platform is a part of the DMD Healthcare Communications Network (the “HCN”), an alliance of healthcare organizations, enterprises, networks and healthcare professionals brought together by DMD, a healthcare identity company. HCN aims to facilitate medical business communications to and amongst recognized healthcare professionals. When you create an account with us on the Platform., you are automatically registered with the HCN. Accordingly, your User Account Information and other professionally relevant information will be disclosed to DMD and the other HCN members and you may receive communications from DMD and these other members (although you will always have the option to opt out of such communications). If you do not want your User Account Information to be shared with DMD and the HCN, please do not create an account on the Platform. More information can be found in our Privacy Policy.
General Information on Using, Accessing and Paying for the Services
Platform Subscriptions
Pathway offers a free subscription plan to the Platform and various paid subscription plans (including both individual and institutional plans). The details (including associated fees and features) of our current subscriptions can be found on the Platform’s “Subscription” page, which is available to a Logged-In User. You can upgrade your account at any time. At Pathway’s sole discretion, new features may be released in connection with a specific subscription plan. If you are already paying for access to a specific subscription, you will automatically have access to such new features. If not and you would like access to the newly released features, you will have to upgrade your subscription.
Please contact us directly for information about our institutional plans, which are customized for each institution depending on their size and subscription needs.
Payment
Payment for your Platform subscription can only be done by credit card. To do so, you will be required to enter the credit card number, credit card expiry date, card security code (CVC/CVV), name associated with the credit card and the credit card’s associated country and zip code/postal code. These details may be referred to in these TOS or the Privacy Policy as “User Billing Information”. Your User Billing Information must match the information associated with your credit card for your payment to be processed.
All payments via credit card are made using a secure HTTPS connection and payment processing is handled through the “Third-Party Payment Processor” Stripe, though this is subject to change without notice. The Third-Party Payment Processor currently accepts certain credit cards as payment options, but these are subject to change without notice. Once transactions are accepted by the Third-Party Payment Processor, they are processed in accordance with their program rules and procedures and their own terms of use. Pathway and the Third-Party Payment Processor are unaffiliated companies and Pathway has no influence on the operations of the Third-Party Payment Processor. Pathway and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of a Third-Party Payment Processor.
All Billing Information is collected by the Third-Party Payment Processor on its own secured servers. Pathway does not have access to any credit card information, nor can it be responsible for any breach of information caused by faulty programming or malicious users on the servers of the Third-Party Payment Processor. However, non-financial information will be available to Pathway for record-keeping purposes.
Payment Terms
The term length of any Pathway subscription is as set out on your Device’s subscription page or on the Platform’s “Subscription” page, available to a Logged-In User. In selecting a subscription plan, you authorize Pathway, or the Third-Party Payment Processor on Pathway’s behalf, to charge your credit card for the amount associated with your payment plan at the beginning of the applicable payment period (whether yearly, monthly or otherwise). Your payment for your Platform subscription plan is non-refundable and non-reimbursable. Your subscription plan will automatically renew at the end of your applicable payment period, unless you choose to downgrade or cancel your plan, which you can do at any time in advance of the renewal date, as detailed in subsection e. below.
Pricing and Taxes
Prices displayed on the Platform’s “Subscription” page are firm and in United States dollars. Prices do not include applicable sales taxes, which shall be displayed during the checkout process, based on your location. Pathway reserves the right to adjust the Platform subscription plan prices at its sole discretion. Any modifications in pricing to your existing subscription plan will only take effect upon the renewal of your plan and you will be provided with written notice of any modifications in advance of such renewal date.
Downgrading or Cancelling Your Subscription Plan
You can downgrade or cancel your subscription plan – and the nature of the content and Support Services (as defined and detailed below) available to you on the Platform – at any time on your Device’s subscription page or by communicating with us. Access and services commensurate to your payment plan will continue to be available to you through the end of your current billing period.
Deleting Your Account
Please communicate with us if you would like to delete your account permanently.
Platform Support Services
Pathway offers Platform support in the form of email support and online ticketing (the “Support Services”). Certain subscription plans may offer priority support, which enable Users to have access to an advanced tier of support. The Support Services are available from Monday to Friday, 9 am to 5 pm EST, excluding public holidays in the United States and Canada.
Pathway AI
Pathway AI is one of the Services available on the Platform.
As further detailed in Section 17 below, under no circumstances should any information available on the Platform, including any answers that you receive from Pathway AI, be considered medical advice. Pathway is not a healthcare provider and the answers provided to you from Pathway AI may be inaccurate or incomplete. Please be aware that all artificial intelligence tools, including our own Pathway AI, may contain errors and should not be used as a substitute for professional judgment or medical advice. Moreover, as further detailed in our Privacy Policy, User questions and other inputs on Pathway AI are not covered by the Health Insurance Portability and Accountability Act (“HIPAA”) and you therefore should not submit any personal health information (“PHI”) about yourself or others to Pathway AI.
Proprietary Rights
Intellectual Property Rights
You acknowledge that: (i) the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws; and (ii) Pathway, its Representatives and/or third parties (via license or otherwise) own all rights, title, and interest in and to the Services and content that may be presented or accessed through the Services, including, without limitation, all Intellectual Property Rights therein and thereto. All rights not specifically granted under these TOS are reserved to Pathway and its licensors. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not.
You agree you will not, and will not allow any third party, to: (i) copy, sell, resell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from, the Services, or content that may be presented or accessed through the Services for any purpose, unless otherwise permitted by these TOS or the functionalities of the Services; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Services; (iii) “frame” or “mirror” the Services or the content of the Services on any other server or internet-enabled device; or (iv) remove, obscure, or alter Pathway’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Services.
The content, arrangement and layout of the Services, including, but not limited to, its trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to Pathway, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled, or otherwise used without the express permission of Pathway, or as permitted by the functionality of the Services or these TOS. Any unauthorized use of the content, arrangement or layout of the Services, Computer Code, images, logos, videos, audio, or trademarks found on the Website, the Platform and within the Services or any portion of or derivative works thereof, may violate civil or criminal laws, including but not limited to intellectual property laws, and Pathway may take action accordingly.
The above paragraph further applies to third party property used as part of the Services, including, but not limited to, third party Computer Code or third-party websites. For the purposes of the present section, “Computer Code” includes, but is not limited to, source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.
Submitted Information
If you choose to communicate to Pathway (via any means) suggestions for improvements to the Services or any idea or proposal related to Pathway or its businesses or properties (collectively, “Feedback”), Pathway shall own all rights, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all rights, title, and interest in and to the Feedback to Pathway and waive in favor of Pathway, its successors and assigns all your moral rights in the Feedback and agree to provide Pathway such assistance as Pathway may require to document, perfect, and maintain Pathway’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Pathway, you are not entitled to any compensation or reimbursement of any kind from Pathway under any circumstances.
External Links
General External Links and Services
From time to time, Pathway may provide links to other websites or services. Links from the Services may take you to websites or services not covered by these TOS. When you access third party resources on the internet in this manner, you do so at your own risk. Pathway provides such links as a convenience to you and Pathway takes no responsibility for your use of those other websites or services or the protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the terms of use and / or privacy policy of any website or service you visit. Pathway does not make any claim or warranty whatsoever about the content of the websites or services to which we link, or any products or services available through those websites or the third parties operating those websites.
In no way will Pathway be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary resulting from, caused by, or in connection with: (1) your use of websites or other services that may be linked to from the Services or the information thereon; (2) any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) use of or reliance on any content, products, or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service.
Interruption of Service
From time to time, the Services (or any portion thereof) may be unavailable for brief periods of time for maintenance and / or modifications to the Services. While we will endeavour to make this unavailability as brief as possible, Pathway and its Representatives shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Services and disclaims any responsibility thereto.
Termination of the TOS and Access to the Services
You agree that Pathway, in its sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your account credentials or otherwise terminate your access to or use of the Services (or any part thereof), immediately and without notice, if Pathway believes that you have acted inconsistently with the letter or spirit of the TOS or the Privacy Policy or have violated any other posted policy.
Pathway may also, in its sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice. You agree that Pathway and its Representatives shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Services, or from Pathway’s termination of the Services or any part thereof.
Termination of the Services or your access to the Services shall terminate the present TOS as between you and Pathway. All provisions of these TOS which by their nature should survive termination of these TOS shall survive termination, including, without limitation, the intellectual property provisions, disclaimers, indemnity, and limitations of liability.
Disclaimer of Warranties
Medical Advice Disclaimer
While the Platform is intended for medical students, physicians and other healthcare professionals, the Platform is exclusively an educational resource providing medical research and medical literature. Pathway does not provide diagnoses or medical advice (whether relating to treatments or otherwise). The resources available on the Platform, including any information or answers that you receive from using Pathway AI, are intended for general educational purposes only. You should not (i) use our Platform as a substitute for the clinical opinion of a qualified healthcare professional; or (ii) use the information that you access on the Platform as a tool to diagnose yourself or others or as a tool to decide to proceed with any medical treatment or medication. In the case of any medical concern or emergency, we urge you to seek assistance from your physician or emergency medical personnel.
Pathway and its Representatives shall not be responsible or liable for any loss or damage, financial or otherwise, resulting from any decision or action that you take with respect to your health, or the health of any other person, based on information that you access on the Platform.
General Disclaimer
You expressly understand and agree that your use of the Services, the information thereon (whether provided by Pathway or by third parties) or any activity arising from your use of the Services or the information thereon or the materials accessed therefrom is at your sole risk. The Services, or any materials (including third party materials) accessed therefrom, are provided on an "as is" and "as available" basis, and you will be solely responsible for any damage or loss of data that results from the access of any material (including third party material) obtained through the use of the Services or any other functionalities of the Services, or losses or damages (financial or otherwise) resulting from your use of the Services, the information thereon, any materials (including third party materials) accessed therefrom, or any activity arising from your use of the Services.
The information and resources provided through the Services, whether (i) written or produced by Pathway staff, freelance writers, or other subcontractors hired by Pathway; or (ii) sourced from diverse sources of medical literature, are expected to be as accurate as possible at the time of writing or production. However, (i) certain information may change, and errors or omissions may occur; and (ii) none of the information on the Platform has been reviewed for compliance with federal, provincial or state statutes or regulations. You are solely responsible for evaluating the information that you access on the Platform and for your use or misuse of such information. You should not assume that the medical resources and literature that you access on the Platform are comprehensive or complete in any way. Pathway and its Representatives shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on or with respect to the Services or the information thereon, or your reliance on such information (whether the information is correct or not).
Pathway expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, warranties of title and non-infringement; warranties that the Services, the information thereon or any materials accessed therefrom, and any third-party materials will be uninterrupted, error-free, accurate, reliable and free from viruses and other harmful components, and the implied warranties of merchantability and fitness for a particular purpose. Pathway, its affiliates and their respective Representatives, do not warrant that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content (whether provided by Pathway or third parties) available at or through the Services is free of viruses or other harmful components; or (iv) the results of using the Services or any content accessed from the Platform will meet your requirements or expectations.
Some of the content displayed in connection with the Services (including on the Website and the Platform) include elements that belong to or are provided by third parties. You acknowledge that Pathway assumes no responsibility for such content whatsoever.
To the extent that the law does not permit a disclaimer of warranties, all content accessible in connection with the Services (including on the Website and the Platform) and all operations of the Services are warranted only to the minimum amount legally required.
Limitation of Liability
In no case will Pathway or its Representatives or licensees be liable for any indirect, special, consequential, exemplary, or punitive damages, or for any losses, damages, liabilities, costs, and expenses arising out of or relating to (i) your access, use, misuse, or inability to access or use the Services; (ii) your reliance on any medical literature or information accessed via the Platform; or (iii) the interruption, suspension or termination of any part of or all of the Services; and in all cases, regardless of the cause of action (whether in contract, warranty, delict, quasi-delict, tort, negligence, strict liability, or any other theory of liability) and even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary in the TOS, in no event will our aggregate liability for any claims in connection with your use of the Services exceed the payments that you have made to us over a 6-month period.
You expressly understand and agree that Pathway or its Representatives or licensees shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, in contract, tort, strict liability, negligence, general civil liability, or any other cause of action under legal or equitable theory, relating to the Services, the information and content available in connection with the Services (including on the Website and the Platform), your use of the Services, activities arising from your use of the Services, any third party materials available in connection with the Services (including on the Website and the Platform), or any materials accessed from the Services (including from the Website or the Platform). This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission, or other failure of performance by Pathway or its Representatives, any interruption, defect, or delay in operation or transmission, including communication line failure, any computer virus, and any theft, destruction, alteration of, unauthorized access to, or use of, any electronic records.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you.
Indemnity
Notwithstanding any other term of the TOS or any act or failure to act by Pathway or its Representatives, you agree to indemnify, defend, and hold harmless Pathway and its Representatives, where applicable, from and against any damages, liabilities, costs, and expenses (including attorneys’ fees), claims or demands, arising out of: (i) your use of or connection to the Services, the information thereon, the materials accessed therefrom; (ii) your participation in any activities arising from the Services, the information thereon or information or materials accessed therefrom; (iii) your violation of, or failure to perform your obligations under the TOS or the Privacy Policy; or (iv) your violation of any rights of a third party.
Governing Law and Applicable Jurisdiction
These TOS and your use of the Services shall be governed by and construed in accordance with the laws of the province of Québec, Canada and the federal laws of Canada applicable therein, without regard to conflict of law provisions. You agree that any legal action or proceeding between you and Pathway shall be brought exclusively in the courts located in the judicial district of Montréal, Canada. Notwithstanding the foregoing, Pathway shall have the right to bring action against you in any court of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montréal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montréal court.
Miscellaneous Provisions
The TOS, in conjunction with the Privacy Policy, constitutes the entire agreement between you and Pathway with respect to your use of the Services, superseding any prior agreements between you and Pathway.
Pathway shall not be liable for any failure to perform its obligations under the present TOS where such failure results from any cause beyond Pathway’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
If any provision of the TOS or the Privacy Policy is found by a court of competent jurisdiction to be invalid, you and Pathway nevertheless agree that the other provisions of the TOS or the Privacy Policy, as the case may be, shall remain in full force and effect.
The failure of Pathway to exercise or enforce any right or provision of these TOS does not constitute a waiver of such right or provision, which will still be available to Pathway.
We may assign these TOS, at our sole discretion, without restriction.
The section titles in the TOS and Privacy Policy are for convenience only and have no legal or contractual effect.