Effective Date: October 1, 2017
How often will this policy change?
As GuidedPath grows and changes, we will periodically update this policy to align with changes in the Service and any new applicable laws
I. Information Collection and Use
What Information Does GuidedPath Collect About You?
We collect the minimal amount of information needed to deliver an effective service experience for our users. A list of the possible “Personal Information” GuidedPath may collect, and why includes:
- For all users, including trial account subscribers, a username, email address, and contact information is collected. This allows us to create your account, provide you with convenient and personalized access, and deliver and support the your GuidedPath Service. This information also helps us communicate with you about your use of the Service, product announcements and software updates, as well as respond to your requests for assistance (including providing account verification support if you’re having difficultly accessing your account). In addition, we may use your Personal Information to send you marketing emails and special offers about the Service.
- For Paid users, transactional information such as your credit card number and billing address are processed and secured by Stripe (www.stripe.com). This lets us process your payments.
- GuidedPath features and services you use are monitored. This information helps us deliver and support the Service and respond to your requests for assistance. We also collect this information to improve our understanding of how you use the Service.
- Any content and documents you add to your account may be accessed. We don’t use this information for any purpose other than to make sure it is available to you when you use the Service.
Gathering this kind of information helps us administer the Service, provide convenient and personalized user access and improve the features and usability of our Service. We do NOT collect information about you to deliver any advertising.
Will GuidedPath Corporation Send Me Emails?
Periodically, we may want to contact Paid users with information about product announcements, software updates, professional development and educational activities, and promotional offers. We also may want to contact you with information about products and services from our affiliate partners. You may opt out of such communications at any time by clicking the “unsubscribe” link found within our email updates.
II. GuidedPath Information Access and Disclosure
Does GuidedPath Share My Personal Information or Content?
GuidedPath is not in the business of selling or renting user information, and we only disclose information when:
- We have your explicit consent to share the information.
- We need to share your information with affiliated and unaffiliated service providers who process data on our behalf and subject to strict data protection requirements.
- We need to share your information with affiliated and unaffiliated service providers to fulfill your product or service requests.
- We believe it is necessary to investigate potential violations of our Terms of Service, to enforce those Terms of Service, or where we believe it is necessary to investigate, prevent or take action regarding illegal activities, suspected fraud or potential threats against persons, property or the systems on which we operate the Service.
- We determine that the access, preservation or disclosure of information is required or permitted by law to protect the rights, property or personal safety of GuidedPath and our users or is required to comply with applicable laws, including compliance with warrants, court orders or other legal process.
- We need to do so in connection with the sale or reorganization of all or part of our business, as permitted by applicable law.
Some applications that work with our Service may ask for permission or directly access your Content or other information about your account. Those applications will provide you with notice and request your consent in order to obtain such access or information. Please consider your selection of such applications, and your permissions, carefully.
Does GuidedPath Ever Make Any of My Personal Information or Content Public?
No. Note, however, that certain portions of the GuidedPath Service are open to other approved users. Any information that you make available to a student can be read, collected and used by that individual, as well as other connections and advisors with adequate permissions. GuidedPath is not responsible for any publication or use of any information you choose to make available to your student users.
III. GuidedPath Data Storage and Transfer
Where Is My Data Stored?
Please be aware that Personal Information and Content submitted to GuidedPath will be transferred to our secure data center in the United States. If you submit information through the GuidedPath service, you are confirming your consent to such information, including Personal Information and Content, being hosted in the United States and is accessible internationally.
How Can I Access or Correct Information GuidedPath has About Me?
Users who wish to access any Personal Information that we hold about you; request that we correct or delete the Personal Information that we hold about you; or request that we not use or stop using your Personal Information for marketing purposes may do so by contacting us at info at GuidedPath DOT net (info@GuidedPath.net) . We will comply with such requests to the extent permitted or required by law.
How Secure Is My Data?
GuidedPath is committed to protecting the security of your information and takes reasonable precautions to protect it. It is important to note however, that Internet data transmissions, whether wired or wireless, cannot be guaranteed to be 100% secure. As a result, we cannot ensure the security of information you transmit to us and accordingly we ask that you acknowledge that you do so at your own risk. Once we receive your data transmission, we make all commercially reasonable efforts to ensure its security on our systems:
- Your GuidedPath password is protected by encryption and is not available to anyone other than the user.
- Your personal information and data stored in our systems is protected by various physical, electronic and procedural safeguards. It is housed in a secure facility, and GuidedPath restricts network access to this facility to select trained staff. We regularly evaluate our technologies, facilities, procedures and potential risks to maintain the security and privacy of our users’ data.
- Certain GuidedPath services support the use of standard SSL encryption to protect data transmissions. However, this is not a guarantee that such data transmissions cannot be accessed, altered or deleted due to firewall or other security software failures.
If GuidedPath learns of a security system breach, we may attempt to notify you and provide information on protective steps, if available, through the email address that you have provided to us or by posting a notice on our web site. Depending on where you live, you may have a legal right to receive such notices in writing.
IV. Information Deletion
What Happens If I Want to Stop Using GuidedPath?
You can delete Content you have submitted within your GuidedPath subscription at anytime, and you can stop using GuidedPath at any time. If you delete information please note that residual copies of your deleted Content may continue to exist on GuidedPath’s back-up and archiving systems for up to one year due to the nature of those systems’ operations
What Happens If GuidedPath Closes My Account?
If GuidedPath closes your account due to a Terms of Service violation, then you may contact GuidedPath to request deletion of your data, and we will evaluate such requests on a case by case basis, pursuant to our legal obligations.
GuidedPath Subscription Agreement
Effective Date: October 1, 2017
GuidedPath (“GuidedPath”) provides access to its online educational consultant practice management solution (“The Service”). The company identified on the Order From (as defined below) during registration (“Customer”) desires to subscribe to The Service on a free trial basis for up to thirty (30) days or for a paid subscription period indicated on the online Order Form (“Term”). GuidedPath desires to provide The Service to Customer on the terms and conditions set forth in this Subscription Agreement (“Agreement”) by permitting Customer to access to the proprietary GuidedPath technology (including hardware and software) to deliver The Service, provided that Customer accepts all the terms in this Agreement.
1. GuidedPath Service
1.1 Right to Access The Service. Subject to the terms of this Agreement, GuidedPath hereby grants to Customer non-exclusive right to access and use The Service during the Trial Period or if Customer is purchasing a paid subscription, during the Subscription Period. In addition, each paid subscription is provided in accordance with the online Sign Up Form by the parties representing the initial subscription to The Service (and any subsequent modifications to the subscription agreed to between the parties in writing) that are made a part of this Agreement. The Sign Up Form specifies certain terms related to Customer’s access to The Service, including the amount of fees to be paid by Customer (“Fees”), the number of potential user representatives of Customer who are authorized to use The Service on behalf of Customer (“Users”), and the Subscription Term and Level of The Service. Customer may use The Service solely for Customer’s internal business purposes and only in accordance with the designated, specifications furnished by GuidedPath that describe the features, functionality or operation of The System (“Documentation”). Customer is solely responsible for providing, at its own expense, all network access to The System, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use The Service.
1.2 Users. Access to the Service cannot be shared with anyone other than a User. As User can be an “Advisor” or a “Student” or a “Student Connection”. If Customer wishes to add additional Advisor Users during the Subscription Period, Customer can do so at anytime for no charge. If Customer wishes to add a Student User, Customer can add the Student Users from within The System. GuidedPath shall make The Service available to the additional Student Users on the terms and conditions set forth in this Agreement and the Customer’s active Subscription Plan may be altered. With respect to additional Users: (i) the term will be coterminous with the preexisting Subscription Period; and (ii) Customer will be responsible for any additional Fees (as defined below) for the additional Users in full for the month in which the new Student Users are added.
1.3 Service Levels. Subject to the terms of this Agreement, GuidedPath shall use commercially reasonable efforts to (a) maintain the security of The Service; (b) provide the support services described below; (c) perform regular (once daily with 14 day archiving) backups for the data and information contained in our database or other similar content submitted by Customer through The Service or provided by Customer to GuidedPath as part of the The Service (“Customer Data”) and (d) make the The Service generally available 24 hours a day, 7 days a week, except during planned down time, which shall be any period outside of the hours of 6:00 a.m. 7:30 p.m. (Mountain Time) Monday through Friday and 8:00 a.m. to 5:00 p.m. (Mountain Time) Saturday, Sunday, and holidays for which GuidedPath gives eight (8) hours or more notice that The Service will be unavailable.
1.4 Support Services. During the term of the Agreement, GuidedPath will provide Customer the following standard maintenance services relating to The System
1. Corrections of substantial defects in The System so that The System will operate as described in the current Documentation in all material respects.
2. At the sole discretion of GuidedPath, periodic updates to The System that may incorporate (a) corrections of any substantial errors, (b) fixes of any minor bugs, and (c) enhancements to The System.
3. Web based support by trained personnel from 9:00am to 5:00pm (MST) during regular business days Monday through Friday not including national holidays, on the use of The System. Such support may be provided via electronic mail, public bulletin boards, web-based chat and training, telephone service, and/or other similar methods.
2. CUSTOMER’S USE OF THE SERVICE.
2.1 Access and Security Guidelines. Customer shall be responsible for ensuring the security and confidentiality of all provided User IDs. User IDs may be shared within Customer’s organization, provided that User IDs may not be provided to any individual who is not a User and each User account and User ID may be assigned to and used by only one individual User. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, The Service and will notify GuidedPath promptly of any such unauthorized use of which Customer becomes aware. Customer will not use its access to The Service to: (a) harvest, collect, gather or assemble information or data regarding other users without their consent; (b) access or copy any data or information of other GuidedPath customers without their consent; (c) knowingly interfere with or disrupt the integrity or performance of The Service, or the data contained therein; or (d) harass or interfere with another GuidedPath customer’s use and enjoyment of the The Service. Customer will, at all times, comply with all applicable local, state, federal, and foreign laws in using The Service.
2.2 Customer Data. Customer is solely responsible for the Customer Data and will not provide, post or transmit any Customer Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity or privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (c) contains information such as usernames or passwords that may compromise the security of other systems. GuidedPath may request or take remedial action if Customer Data violates this Section 2.2, however, GuidedPath is under no obligation to review Customer Data for accuracy or potential liability.
2.3 Use Restrictions. Customer is responsible for all activities that occur under Customer’s User accounts. Customer will not, and will not attempt to: (a) reverse engineer, disassemble or decompile any component of The System; (b) interfere in any manner with the operation of The System; (c) allow a third party to access The Service or transfer to a third party any of Customer’s rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use The Service for the benefit of a third party or to operate a service bureau; (d) copy, modify or make derivative works based on any part of The Service; or (e) otherwise use The Service in any manner that exceeds the scope of use permitted under Section 2.1 and Section 2.2 above.
3. FEES, PAYMENT AND SUSPENSION OF SERVICES.
Customer, not Students or Student Connections, will pay GuidedPath the Fees set forth in and in accordance with the website (www.GuidedPath.net) and online Order Form. All Fees will be billed at the end of the free trial period and again on an annual or monthly basis based on the Term. Fees are to be paid immediately via Customers pre-authorized credit card. Unless otherwise agreed to by GuidedPath and Customer. There is no charge for the use of The Service during the Trial Period or for Students or Student Connections. If Customer continues to use The Service after expiration of the Trial Period, Customer will be deemed to have (a) agreed to obtain The Service for the Subscription Term set forth in Section 6.1; (b) reaffirmed its agreement to this Agreement as it relates to a Subscription Term and (c) will pay GuidedPath the then-current Fees set-forth in the Online Order Form for such Subscription Term. Overdue amounts may accrue a fee in the amount of $30 per month. Customer shall reimburse GuidedPath for all expenses (including reasonable attorneys’ fees) incurred by GuidedPath to collect any amount that is not paid when due. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer shall pay, all sales, use, excise and other taxes that may be levied upon Customer in connection with this Agreement, or other transactions contemplated under this Agreement. If any Fees are more than thirty (30) days overdue, GuidedPath may choose to discontinue The Service and suspend all User ID’s and Customer’s access to The Service until such amounts are paid in full. We ask that Customer shall maintain complete, accurate and up-to-date Credit Card and Customer billing and contact information at all times.
4.1 Definition. “Confidential Information” means all information regarding a party’s business disclosed under this Agreement, including, without limitation, technical, marketing, financial, employee, planning that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. Confidential Information of Customer includes the Customer Data Confidential Information of GuidedPath includes information derived from or concerning The Service, or the Documentation and the terms of this Agreement.
4.2 Obligation. Each party agrees (a) to hold the other party’s Confidential Information in strict confidence, (b) to limit access to the other party’s Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (c) not to use such Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the receiving party will not be in violation of this Section 4.2 with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body, provided that the receiving party gives the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.
4.3 Exceptions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, as shown by the receiving party’s competent written records, or (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.
5.1 The System and Technology. Customer acknowledges that GuidedPath retains all right, title and interest in and to The System and all software, materials, formats, interfaces, information, data, content and GuidedPath proprietary information and technology used by GuidedPath or provided to Customer in connection with the Service (the “GuidedPath Technology”), and that the GuidedPath Technology is protected by intellectual property rights owned by or licensed to GuidedPath. Other than as expressly set forth in this Agreement, no license or other rights in the GuidedPath Technology are granted to the Customer and all such rights are hereby expressly reserved by GuidedPath.
5.2 Customer Data. Customer retains all right, title and interest in and to the Customer Data. GuidedPath will only use Customer Data to provide The Service for Customer under this Agreement. Customer will be solely responsible for providing all Customer Data required for the proper operation of The Service. Customer grants to GuidedPath all necessary licenses in and to such Customer Data solely as necessary for GuidedPath to provide The Service to Customer. Periodically, GuidedPath will access and use Customer Data to aggregate analytics. Such data aggregation will remain anonymous and not tied to any one Customer.
6. TERM AND TERMINATION
6.1 Term. The Trial Period will commence when this Agreement is agreed to by Customer and online Sign Up Form is completed and expire thirty (30) days. The initial Subscription Term will commence upon expiration of the free trial and continue for one (1) year, or one (1) month, unless otherwise agreed to by GuidedPath and Customer. Thereafter, the Subscription Term will renew for additional one (1) year, or one (1) month Terms unless either party gives the other party prior written notice of non-renewal within thirty (30) days prior to the expiration of the then-current Subscription Term renewal date. GuidedPath reserves the right to increase the Fees applicable to any renewal term upon written notice to Customer.
6.2 Early Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach. Either party may terminate the Trial Period upon written notice to the other party. Upon the termination of this Agreement for any reason, any amounts owed to GuidedPath under this Agreement before such termination will become immediately due and payable; GuidedPath agrees that upon any early termination of this Agreement, GuidedPath will allow the Customer to access, without the right to modify, enhance or add to, the Customer Data (either through on-line access or an off-line mechanism provided by GuidedPath) for a reasonable time period after termination. Thereafter, GuidedPath will immediately remove access to all Customer Data from The System. The rights and duties of the parties under Sections 2, 4, 5, 6.2, 7, 8, 9 and 10, as well as any payment obligations, will survive the termination or expiration of this Agreement for any reason.
GuidedPath makes no warranty concerning The System or GuidedPath Service and Customer acknowledges that GuidedPath’s sole obligation with regard to The Service is to provide the support services described in Section 1.3 hereof. ACCORDINGLY, THE SERVICE, THE GUIDEDPATH SYSTEM AND ALL OTHER DATA, MATERIALS, AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY GUIDEDPATH AND ITS SUPPLIERS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. GUIDEDPATH AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. GUIDEDPATH DOES NOT WARRANT THAT THE GUIDEDPATH SERVICE WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE.
8.1 By GuidedPath. If any action is instituted by a third party against Customer based upon a claim that the The Service, as delivered, infringes a United States patent, copyright or trademark, GuidedPath shall defend such action at its own expense on behalf of Customer and shall pay all damages attributable to such claim which are finally awarded against Customer or paid in settlement of such claim. GuidedPath may, at its option and expense, and as Customer’s exclusive remedy hereunder, (a) procure for Customer the right to continue using The Service during the Term, (b) replace or modify The Service so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Customer’s access to The Service and refund any amounts previously paid for The Service attributable to the remainder of the then-current term of this Agreement. GuidedPath shall have no liability to Customer for any infringement action which arises out of a breach of the terms and conditions of this Agreement by Customer or of the use of The Service (i) after it has been modified by Customer or a third party without GuidedPath’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by GuidedPath. This Section sets forth the entire obligation of GuidedPath and the exclusive remedy of Customer against GuidedPath or any of its suppliers for any alleged infringement or adjudicated infringement of any patent, copyright or other intellectual property right by The Service.
8.2 By Customer. If any action is instituted by a third party against GuidedPath (a) arising out of or relating to Customer’s use of The System (including claims by any customer or business partner of Customer); or (b) alleging that the Customer Data, or the use of Customer Data pursuant to this Agreement, infringes the intellectual property or other right of a third party or otherwise causes harm to a third party, Customer will defend such action at its own expense on behalf of GuidedPath and shall pay all damages attributable to such claim which are finally awarded against GuidedPath or paid in settlement of such claim. Customer shall have no obligation under this Section for any claim or action that is described in Section 8.1 above or arises out of a breach of this Agreement by GuidedPath.
8.3 Conditions. Any party that is seeking to be indemnified under the provision of this Section 8 (an “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party the sole control over the defense of such Claim. However, if an Indemnified Party fails to notify the Indemnifying Party promptly, the Indemnifying Party will be relieved of its obligations under this Section 8 only if and to the extent that its ability to defend the Claim is materially prejudiced by such failure. The Indemnifying Party may settle or compromise a Claim without the Indemnified Party’s prior approval of any such settlement or compromise only if (i) such settlement involves no finding or admission of any breach by an Indemnified Party of any obligation to any third party, (ii) such settlement has no effect on any other claim that may be made against an Indemnified Party or any defense that an Indemnified Party may assert in any such claim, and (iii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party. Upon the Indemnifying Party’s assumption of the defense of such Claim, the Indemnified Party will cooperate with the Indemnifying Party in such defense, at the Indemnifying Party’s expense.
9. LIMITATION OF LIABILITY.
GUIDEDPATH’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), THE SERVICE AND THE SYSTEM, WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNTS ACTUALLY PAID TO GUIDEDPATH BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CUSTOMER’S FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. ALL CLAIMS THAT CUSTOMER MAY HAVE AGAINST GUIDEDPATH WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL GUIDEDPATH BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE SYSTEM OR THE SERVICE, EVEN IF GUIDEDPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
10. GENERAL PROVISIONS.
10.1 Publicity. During the Trial Period, neither party may make public announcements referencing the other party or this Agreement. Following expiration of the Trial Period and during any Subscription Term, GuidedPath and Customer may make public announcements, including but not limited to, press releases and media announcements, of the existence of this Agreement and the relationship between the parties. All public announcements by either party concerning this Agreement are subject to prior written approval by Customer and GuidedPath, which approval shall not be unreasonably withheld. The parties will use reasonable efforts to review and approve public announcements within three (3) days of submittal. Customer agrees to allow GuidedPath to use Customer’s name in customer lists and other promotional materials describing Customer as a customer of GuidedPath and a user of the The Service.
10.2 Assignment. Neither party may assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of the other; except that either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment or transfer in violation of the foregoing will be void. Customer agrees that GuidedPath may subcontract certain aspects of The Service to qualified third parties, provided that any such subcontracting arrangement will not relieve GuidedPath of any of its obligations hereunder. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and shall be binding on the parties’ permitted successors and assignees.
10.3 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court sitting in California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If a dispute arising under this Agreement results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party.
10.4 Force Majeure. Any failure to perform or delay in the performance of any duties or obligations of GuidedPath set forth in this Agreement (including any downtime) will not be considered a breach of this Agreement if such failure or delay is caused by circumstances beyond GuidedPath’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, telecommunications or network failures or delays, computer failures involving hardware or software not within GuidedPath’s possession or reasonable control and acts of vandalism (including network intrusions and denial of service attacks) (“Force Majeure Events”). GuidedPath will exercise reasonable care and diligence to avoid and/or mitigate in anticipation of or in response to such Force Majeure Events.
10.5 Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party at the address set forth above (each party may change its address from time to time upon written notice to the other party of the new address). Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, (b) sent via certified mail (return receipt requested) (c) sent via cable, telegram, telex, telecopier, fax (all with confirmation of receipt), or (d) sent by recognized air courier service.
10.6 Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.7 Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.
10.8 Entire Agreement. This Agreement is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof. Only a writing signed by both parties may modify it.
10.9 Modification to Terms. GuidedPath reserves the right to modify the terms and conditions of this Agreement or its policies relating to The System and The Service at any time, effective upon posting of an updated version of this Agreement on the GuidedPath website (www.GuidedPath.net). You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
When you interact with our Service we send a cookie to your computer. Cookies are files that Web browsers place on a computer’s hard drive and are used to tell us whether customers and visitors have logged in to the Service previously.
GuidedPath uses session cookies containing information to allow the system to uniquely identify you while you are logged in. This information allows GuidedPath to process your online transactions and requests. Session cookies help us make sure you are who you say you are after you’ve logged in and are required in order to use GuidedPath. We use persistent cookies, that only GuidedPath can read and use, to identify the fact that you are a GuidedPath user. Users who disable their Web browsers’ ability to accept cookies will be able to browse our Site but will not be able to successfully use our service.