Pathway21 Materials Marketplace
Terms of Service
Effective Date: May 18, 2018
These Terms of Service (“Terms”) are a legal agreement between you and Pathway21 P.B.C., a Delaware benefit corporation (“Pathway21,” “we,” “us,” “our”) that governs your access to and use of the https://pathway21.com (the “Site”), including all related Pathway21 websites, associated media, printed or electronic materials, and Updates (all collectively, the “Service”). References to “you” and “your” mean anyone who visits, accesses, or uses the Service. Your access to and use of the Service is conditioned upon your acceptance of these Terms and any additional terms that may be provided or presented to you when you use certain features of the Service, all of which are incorporated into these Terms by this reference. PLEASE REVIEW THESE TERMS CAREFULLY. BY CLICKING “I AGREE”, MAKING A PURCHASE THROUGH THE SERVICE, REGISTERING FOR AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICE, MAKE A PURCHASE THROUGH THE SERVICE, OR CLICK TO INDICATE THAT YOU AGREE TO THESE TERMS. THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE REVIEW SECTION 22 BELOW.
NOTICE: The Service comprises an online platform through which sellers may create a listing (“Listing”) of certain products or materials (each a “Material”) available for purchase through the Service. The Service is solely an information-sharing, facilitation, and payment service, and Pathway21 is not a party to any agreements entered into between buyers and sellers, nor does Pathway21 have any control over the accuracy of information presented through the Service or the quality of Materials purchased by buyers from sellers through the Service. Pathway21 disclaims all liability in this regard to the maximum extent permitted by applicable law.
1. Eligibility. Use of the Service is limited to parties that can lawfully buy and sell the Materials and can enter into and form contracts under applicable law. For example, minors are not allowed to use the Service. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing, and in good standing under the laws of the state of the United States in which your business is registered and that you are registering for the Service within the United States; (b) you have all requisite right, power, and authority to enter into these Terms and perform your obligations hereunder; (c) you are authorized to purchase such Materials; (d) any information provided or made available by you or your affiliates to Pathway21 or its affiliates is at all times accurate and complete; and (e) your use of the Service will comply with all applicable Transaction Tax (as defined below) laws.
3. Account Registration; Access. You may visit the Site without registering for an Account, but you must register for an account (“Account”) in order to use the Service to purchase Materials. To create an Account, you must provide your name, email address, and password chosen by you. You must also provide your business name, phone number, billing address, billing phone, and other information. The password you provide is used to protect your Account. Choose a password carefully that only you have access to. If you create an Account, you must provide Pathway21 with current, complete, and accurate information. Failure to maintain updated information may result in termination of your Account. You must keep your password confidential and not authorize any third party to use it or your Account. You agree that Pathway21 may attribute all use of your Account to you and that you are responsible for all activities that occur under your Account. If you share your computer or device, you should sign out of your Pathway21 account before relinquishing control of your computer or device. You must notify Pathway21 immediately if you suspect any unauthorized use of your Account or any other breach of security. Should your Account be inactive for six months, Pathway21 reserves the right to close or suspend your Account. We will notify you of this closure via your original email.
4. Seller Terms.
a. Listings. As a registered user of the Service, you may create Listings. To create a Listing, you will be required to provide information about the Material you are selling, including Material name and the quantity of the Material available. By creating a Listing, you represent and warrant that you have the right and ability to sell the Material using the Service, and that the Listing is accurate, current, and complete and is not misleading or otherwise deceptive. Your Listings will be visible to other registered users. You may list any Material on the Service other than controlled substances unless otherwise prohibited by law. Notwithstanding the foregoing, you may not list any item or link or post any related material that (a) infringes or misappropriates any third party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent.
b. Pricing; Transactions. By creating a Listing, you are obligated to sell the Material in your Listing at the listed price to buyers who place an order and in accordance with the terms as agreed to between you and the buyer. You agree to complete each transaction in a manner described in these Terms and through the Service. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
c. Transaction Taxes. You agree that it is your responsibility to determine whether Transaction Taxes apply to a transaction, and that it is your obligation to properly collect, report, and remit to the appropriate tax authority all applicable Transaction Taxes, unless applicable law imposes such obligation expressly and solely on Pathway21; provided, however, that you may accept documentation from a buyer claiming an exemption or exclusion from, or reduction of, Transaction Taxes as set forth in Section 5(c), below. “Transaction Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer, or sale of Materials by you on or through the Service, or otherwise in connection with any action, inaction, or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives.
d. Pathway21 Service Fee. Pathway21 may charge you a fee based on the price at which you sell Materials using the Service (the “Pathway21 Service Fee”). You will be notified of the Pathway21 Service Fee via the Service before entering into a transaction. The Pathway21 Service Fee may be updated by Pathway21 from time to time.
5. Buyer Terms.
a. Purchase; Payments. You agree to pay for any purchases made in connection with your Account in accordance with these Terms and the terms agreed to with the seller. In connection with your purchase, you will be asked to provide customary billing information such as name and billing address. You may make payment for Materials using a payment card or other payment method accepted by our third party payment processor. All credit card details are encrypted when entered and stored by our third party payment processor.
c. Transaction Taxes. In connection with any transaction, you agree to pay all applicable Transaction Taxes as calculated by the seller; provided, however, that you may claim an exemption or exclusion from, or reduction of, Transaction Taxes with respect to a transaction by providing to the seller all documentation required to claim such exemption, exclusion, or reduction, including any applicable exemption or resale certificate. You represent and warrant by uploading such documentation to the Service that the documentation and your claimed exemption, exclusion, or reduction of Transaction Taxes are valid and comply with all applicable laws and requirements.
d. Pathway21 Service Fee. Pathway21 may charge you a fee based on the price at which you buy Materials using the Service. You will be notified of such fee via the Service before entering into a transaction. This fee may be updated by Pathway21 from time to time.
6. Safety and Quality. The Service allows you to purchase Materials from third party sellers. Pathway21 does not assess the quality of the Materials sold by third party sellers through the Service. Pathway21 has no control over the actions of any registered user. As a result, there are risks, including the risks of purchasing Materials through third party sellers and those related to the quality or integrity of the Materials. In all cases you agree to assume all risks, and Pathway21 disclaims all liability arising out of your use of the Service to the maximum extent permitted by applicable law.
7. Permitted Use of the Service. The Service and all photos, information, graphics, text, images, sounds, and other materials (including metadata) that are provided to you through the Service (“Content”) are owned by Pathway21 and/or its licensors. You may use the Service solely as permitted and in compliance with these Terms. You may not disassemble, decompile, or reverse engineer any portion of the Service, except to the extent that applicable law expressly permits it despite this limitation. You acknowledge and agree that you will not work around any technical limitation in the Service or use the Service in an attempt to circumvent measures employed to control access to, or rights in, the Service. You may not use the Service for any illegal purpose. Any scraping, automated access, or other unauthorized access to and storage of Content is prohibited. You agree not to use the Service in any way that would interfere with or disrupt the operation of the Service or the networks or servers connected to the Service; to impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity (including Pathway21); to upload, post, or transmit any Content that infringes the proprietary rights of any third party, or is otherwise unlawful or offensive; or to harass or otherwise harm any other person or entity. Any unauthorized use of the Service may result in termination of all rights to use the Service, including your Account, and may be subject to legal action.
8. Feedback. You may provide comments or feedback about your use of the Service (“Feedback”) to Pathway21. You acknowledge and agree that all Feedback will be the property of Pathway21 and that Pathway21 is free to use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback without any obligations or restrictions of any kind (including payment obligations). Pathway21 may periodically collect, process, and use technical, usage, and related information about your use of the Service to improve the performance of the Service.
9. User Content. Pathway21 may, from time to time, allow you to submit Content to the Service. For example, you may be required to upload a picture, company information, or other information. Pathway21 does not control or endorse any Content provided by users of the Service (“User Content”). Pathway21 does not claim ownership of User Content. However, you grant to Pathway21 and all members who have access to your User Content on or through the Service a worldwide, royalty-free, perpetual, fully-paid, sublicensable, transferable, and non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display the User Content you make available through the Service and to publish your name and other information about you in connection with that User Content. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that the use and publication of your User Content will not violate any law. You must not provide any User Content that infringes or misappropriate any third party intellectual or other property rights. You are solely responsible for all User Content you make available through the Service. Pathway21 reserves the right to remove or modify User Content if it violates the Terms or is offensive or harmful.
10. Support and Updates. Pathway21 has no obligation to and may not provide support for the Service. If Pathway21 does provide updates, supplements, or add-on components to the Service after the date you initially use or access the Service or Content (collectively, “Updates”), these Terms will apply to the Updates. If Pathway21 provides additional terms along with any Update, those terms will apply to the Update. You agree that Pathway21 may automatically check your version of the Service and may automatically send updates to you. Pathway21 may add new features or remove existing features offered through the Service. Pathway21 reserves the right to discontinue your access to Updates.
11. Service Availability. You may use the Service if and when it is available. Pathway21 does not guarantee availability of the Service and there may be interruptions for scheduled maintenance or upgrades, repairs, or equipment failures. Certain Service features may be a pre-release version and may not work correctly or in the way a final version might work. To the maximum extent authorized under applicable law, Pathway21 reserves the right to change, remove, delete, restrict or block access to, or stop providing any or all part of the Service at any time.
12. Changes to these Terms. Pathway21 reserves the right to change these Terms at any time upon notice. Pathway21 may give notice by making the updated Terms available in the Service or by any other reasonable means. You can review the most current version of the Terms at any time at Terms of Service. The updated Terms are binding on you on the effective date indicated at the top of these Terms. If you do not agree to the updated Terms, you must stop using the Service before the effective date. Your continued use of the Service after the effective date posted at the top of these Terms will constitute your acceptance of the updated Terms.
13. Third Party Materials and Linked Sites. You may need to use or obtain additional products or services in order to use the Service, such as a device, internet access, or a data connection, and there may be fees charged by third parties that are related to your use of the Service. You must obtain or use such products or services separately and pay all associated charges (including for internet access or other data transmission). The Service may contain links or references to third party websites (“Linked Sites”). Pathway21 does not endorse any Linked Sites or the information, products, or services contained on any Linked Sites, and has no control over Linked Sites or their content. Linked Sites are governed by their own user agreements and privacy policies, which you should be sure to read.
14. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS,” “WITH ALL FAULTS”, AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU, AND PATHWAY21 AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. IN PARTICULAR, PATHWAY21, ITS SUPPLIERS, AND LICENSORS MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) ANY INFORMATION OR CONTENT OBTAINED THROUGH IT WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) THAT ANY DEFECTS OR ERRORS THEREIN WILL BE CORRECTED. ALL CONTENT, MATERIALS, AND PRODUCTS YOU OBTAIN THROUGH THE SERVICE ARE PURCHASED AND ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
15. DISCLAIMER OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PATHWAY21 OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, SERVICE PROVIDERS, PARTNERS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, DATA, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE; LOSS OR CORRUPTION OF DATA OR OTHER INFORMATION; BUSINESS INTERRUPTION, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PRIVACY, EVEN IF PATHWAY21 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTIONS 15 OR 16, PATHWAY21’S AND ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, SERVICE PROVIDERS, PARTNERS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS OR THE SERVICE WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SERVICE UP TO ONE HUNDRED DOLLARS (U.S. $100). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE YOUR SOLE AND EXCLUSIVE REMEDY. THE LIMITATION OF LIABILITY SET OUT IN THIS SECTION DOES NOT APPLY TO LIABILITY RESULTING FROM PATHWAY21’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
17. Independent Remedies. The exclusion of damages under Section 15 is independent of your exclusive remedy in Section 16 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Sections 14, 15, and 16 apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
18. Indemnification. You will defend, indemnify, and hold Pathway21, its directors, officers, employees, agents, contractors, partners, suppliers, and licensors harmless and will keep them indemnified from any claim, loss, or demand, including reasonable attorneys’ fees, relating to or arising from (a) your use of the Service; (b) any violation by you of these Terms; (c) any Transaction Taxes imposed on the transactions to which you are a party, together with any penalties or interest imposed thereon, and any and all costs, including attorneys’ fees, that Pathway21 may incur in responding to or defending against any claim or assertion by a taxing authority in connection with any such Transaction Tax; or (d) your violation of any rights of another party or applicable law.
19. Notices. Pathway21 may give you all required notices (including legal process) by any lawful method, including by mail, by posting notices in the Service, or by sending notice to any email address you provide to Pathway21. You agree to send Pathway21 notices by emailing them to the following address: email@example.com.
20. Reservation of Rights; Copyright and Trademark Notice. Pathway21 and its licensors owns all title, copyright, and other intellectual property rights in the Service, and Pathway21 reserves all rights not expressly granted to you in these Terms. The Service is protected by copyright and other intellectual property laws and treaties. Pathway21, the Pathway21 logo, and other Pathway21 product and service names referenced in the Service are the trademarks of Pathway21 and its affiliates. Any other company names, product names, service names, or logos referenced in connection with the Service may be the trademarks of their respective owners.
21. DMCA Copyright Notice and Takedown Procedures. Pathway21 respects the intellectual property rights of others. If you believe that any Content or material available in the Service infringes your copyright or the copyright of any third party, please send written notice in accordance with the provisions of the Digital Millennium Copyright Act (“DMCA”) to our designated Copyright Agent, who can be reached as follows:
Attn: CEO (firstname.lastname@example.org)
To be effective, notice must include the following, in compliance with Section 512(c) of the DMCA:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and specific information sufficient to permit us to locate the material;
d. Information sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
This process is only available for reporting a claim of copyright infringement. Messages related to other matters will not receive a response through this process. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material is infringing may be subject to liability. If you are unsure whether material on the Site is infringing, you should contact an attorney prior to sending notice. After receiving notice, Pathway21 may remove or disable access to infringing material.
22. Governing Law and Exclusive Jurisdiction; Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of the State of Washington without reference to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction and venue in the state and federal courts sitting in King County, Washington, United States, for any and all disputes, claims, and actions arising from or in connection with the Pathway21 Service or these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. YOU AND PATHWAY21 EACH AGREE THAT ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE OR THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND PATHWAY21, WILL BE RESOLVED IN KING COUNTY, WASHINGTON BY BINDING ARBITRATION BY A SINGLE NEUTRAL ARBITRATOR OR, IF THE CLAIM QUALIFIES, IN SMALL CLAIMS COURT. YOU AND PATHWAY21 EACH ALSO AGREE THAT THESE TERMS AFFECT INTERSTATE COMMERCE SO THE FEDERAL ARBITRATION ACT APPLIES, INCLUDING WITH RESPECT TO ANY QUESTION OF WHETHER A CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION (DESPITE THE CHOICE OF GOVERNING LAW IN THIS SECTION). YOU AND PATHWAY21 EACH AGREE TO ONLY PURSUE ARBITRATION ON AN INDIVIDUAL BASIS AND THAT YOU WILL NOT PURSUE ARBITRATION IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE BASIS, REGARDLESS OF THE APPLICATION OF PROCEDURAL RULES BY ANY ARBITRATOR. IF ANY COURT OR ARBITRATOR HOLDS THAT THE CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE DISPUTE MUST BE BROUGHT IN A STATE OR FEDERAL COURT IN KING COUNTY, WASHINGTON. YOU AND PATHWAY21 EACH ALSO AGREE THAT FOR ARBITRATED CLAIMS THE ARBITRATOR’S AWARD WILL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. For each dispute or claim, you and Pathway21 will each give the other the opportunity to resolve it by sending the other a written description along with relevant documents, supporting information and the proposed resolution. Notice to Pathway21 must be sent to the contact in Section 19. Pathway21 will attempt to notify you in writing if Pathway21 has your email or mailing address. If Pathway21 does not have your address Pathway21 will attempt to contact you with the contact information associated with your Account. You and Pathway21 each agree to negotiate disputes and claims in good faith. If Pathway21 is unable to resolve the dispute or claim within 90 days after Pathway21 receives your notice or Pathway21 mails or posts the notice to you, you and Pathway21 each may pursue the dispute or claim in arbitration or, if the claim qualifies, in small claims court. If you want to arbitrate, to begin arbitration you must send a written request requesting arbitration and describing your claim to the contact listed for Pathway21 in Section 19. The American Arbitration Association (AAA) will arbitrate all disputes and the AAA's Supplementary Procedures for Consumer-Related Disputes will apply. You and Pathway21 each are responsible for your own respective costs relating to the arbitration, except that Pathway21 will pay the arbitration administrative or filing fees, including the arbitrator fees. An arbitrator may award on an individual basis any relief authorized by law, including injunctive or declaratory relief and attorneys' fees.
23. Termination. You may terminate your Account or your use of the Service at any time by contacting us at the email address listed in Section 25. These Terms and your right to access or use the Service will automatically terminate upon your breach of these Terms. If terminated, you must immediately destroy all copies of the Content. Any provision which, by its nature or express terms should survive, will survive such termination, including, but not limited to, Sections 14 - 25.
24. General. If a court of competent jurisdiction holds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect, and any unenforceable provision will be modified to the extent necessary to make it enforceable, which may include its deletion. Section titles are only for convenience and have no legal or contractual significance. Pathway21 may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, sublicense or otherwise transfer your rights, if any, in the Service (including any right to access the Service). These Terms will be binding upon all of Pathway21’s successors and assigns. Pathway21’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on Pathway21 if it is in a written document signed by Pathway21. These Terms (including any incorporated terms) constitute the entire agreement between you and Pathway21 with respect to your use of the Service. Both you and Pathway21 warrant to each other that, in entering these Terms, neither Pathway21 nor you have relied on nor will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and Pathway21, or Pathway21’s successors and permitted assigns, will have any right to enforce any of these Terms.
25. Contact Information. If you have questions or comments regarding the Service, your Account, or these Terms, please contact us at: email@example.com.