Pathlitics Subscription and Services Agreement
Last Modified: August 28, 2025
This Subscription and Services Agreement (this “Agreement”) is entered into by and between Pathlitics LLC (“Pathlitics”) and the party that has agreed to be bound by this Agreement (“you”, “your” or “Customer”).
By clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by the terms of this Agreement as of the date you click your acceptance (the “Effective Date”). You additionally represent that you have the authority to enter into Agreement and be bound by this Agreement. If you and do not wish to be bound by this Agreement neither you nor your Authorized Users may use the Software or Services.
1. Definitions. The following definitions apply to the Agreement:
a. “Authorized Users” means Customer and any students, including Customer’s children, for whom Customer acts as a legal guardian.
b. “Customer Information” means Personal Data of or concerning Customer, its Authorized Users provided by Customer to Pathlitics in connection with the Software and/or Services. Customer Information includes all information entered into the Software by Authorized Users.
c. “Deliverables” mean those tangible and intangible materials, reports, rankings, audits, studies, cases, findings, procedures, and recommendations created or prepared by Pathlitics as part of Pathlitics’ provision of the Software and/or Services to Customer and specifically identified on the Purchase Page.
d. “Fees” mean the fees all in U.S. dollars agreed to be paid by Customer as set forth on the Purchase Page.
e. “Intellectual Property Rights” means, without limitation, any and all patents, patent applications, trademarks, registrations for trademarks, applications for registration of trademarks, trade secrets, copyrights, registrations for copyrights, applications for registration of copyrights, and all other similar items of intellectual property, whether registered or unregistered, any and all applications thereto, including any common law or other rights created by use thereof, all proceeds thereof (such as by the way of example any licenses, royalties and proceeds of current infringements), and the right to sue for past, present and future infringements.
f. “Pathlitics Materials” mean all Software, technology, source code, hardware, servers, materials, tools, templates, know-how, methods, processes, forms, reports, data and information (other than Customer Information) and any and all components and materials related to such items whether or not created, assembled, organized or produced by Pathlitics and modification and enhancements to any such items whether or not created by Pathlitics.
g. “Personal Data” means information that identifies, describes, relates to, is reasonably capable of being associated with or may reasonably be linked, directly or indirectly, with a specific individual, or is otherwise defined as personal information, personally identifiable information or otherwise protected information under applicable data privacy laws.
h. “Purchase Page” means the pages of Pathlitics’ website which describe the features of the Services selected by Client for purchase and which link to this Agreement.
i. “Services” means any consulting, development, marketing or other services to be provided by Pathlitics as expressly subscribed to by Customer on the Purchase Page.
j. “Software” means any Pathlitics’ proprietary software-based services expressly subscribed to by Customer on the Purchase Page.
k. “Student Personal Data” means Personal Data specific to a prior, current or future student.
2. Purchase Pages. Subject to the terms of the Agreement, Pathlitics and/or its affiliates will perform certain Software and/or Services and deliver certain Deliverables for Customer, as specified on the Purchase Page.
3. Fees and Payments
a. Fees. Customer shall timely pay to Pathlitics the Fees. Unless otherwise stated on the Purchase Page, (a) implementation fees shall be due and payable on the Effective Date, (b) subscription fees shall be due and payable in full and in advance of each recurring payment period set forth on the Purchase Page beginning on the Effective Date; and (c) professional service fees shall be due and payable in full upon receipt of an invoice detailing fees incurred during the prior month. The Fees for subsequent renewal periods are subject to change upon thirty (30) days prior notice. Pathlitics may pass along any vendor or third-party fee increases upon receipt of the invoices from such vendor.
b. Taxes. All invoiced amounts are exclusive of any and all value added, use, sales, service, property or other taxes or contributions. Customer shall be responsible for payment of any such value added, use, sales, service, property or other taxes or contributions that are, or should ultimately be, assessed against or required to be collected by Pathlitics in connection with Pathlitics' performance hereunder (except to the extent Customer is exempt by law and can provide Pathlitics with a bona fide exemption certificate).
c. Disputes; Suspension of Software and Services. In the event that Customer disputes, in good faith, any charges on an invoice, it shall notify Pathlitics in writing of such dispute with a detailed explanation prior to the date that the invoiced amount is due. The parties shall use good faith efforts to resolve the dispute within ten (10) days after Customer notifies Pathlitics; provided, however, that Customer shall continue to timely pay Pathlitics any portion of the invoice not subject to a good faith dispute. In the event that Pathlitics does not receive payment of any Fees within the time frames above, interest shall accrue at the maximum rate allowed by law and Pathlitics reserves the right, in addition to any other rights and in its sole discretion, to terminate access to the Software by such Customer and/or stop any and all Services being performed. In addition, Customer shall reimburse Pathlitics for the costs of collection including, without limitation, attorneys’ fees and expenses.
4. Proprietary Rights
a. Ownership. All right, title and interest in and to the Pathlitics Materials and any and all Intellectual Property Rights therein shall belong exclusively to Pathlitics, and all rights granted to Customer under the Agreement are expressly limited to the license granted herein. Upon Customer’s payment in full of all applicable Fees, Pathlitics shall assign all right, title and interest in the Deliverables to Customer. To the extent any Pathlitics Materials are incorporated into the Deliverables, Pathlitics grants Customer a non-exclusive, perpetual, royalty-free, worldwide right and license to use the Pathlitics Materials solely in connection with Customer’s internal business use of the Deliverables.
b. License. Subject to the terms and conditions of the Agreement and subject to receipt of all applicable Fees and other amounts due hereunder, Pathlitics hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use, solely by its Authorized Users, the Software solely for Customer’s internal business use. Customer’s use of the Software is subject to the terms of Pathlitics’ privacy policy and terms of use, available at www.pathlitics.com/privacy-policy and www.pathlitics.com/terms-of-use, which are hereby incorporated by this reference.
c. Limitations. Customer may only use the Pathlitics Materials in its own personal, non-commercial use and pursuant to the terms of the Agreement and shall ensure that its Authorized Users comply with the terms herein. Customer agrees that it shall not, in whole or in part, at any time during or after the Term: (i) sell, assign, sub-license, lease, rent, timeshare, grant a security interest in, distribute, transfer, transpose, repurpose, communicate or disclose any of the Pathlitics Materials to any third party; (ii) modify or attempt to modify any of the Pathlitics Materials or decompile, reverse engineer, create or recreate any related source code; (iii) use any of the Pathlitics Materials to provide services to, or to otherwise benefit, any third party, other than the Authorized Users (which may include Pathlitics’ customers); (iv) use any of the Pathlitics Materials to create a program having similar features or functions of the Pathlitics Materials; (v) remove or modify any copyright or other proprietary notice contained in any of the Pathlitics Materials; (vi) use, possess, or transfer any of the Pathlitics Materials in and/or to any foreign jurisdiction in violation of any trade laws or regulations; or (vii) allow others to do any of the foregoing. Customer’s access to the Software does not entitle it to any professional services from Pathlitics unless expressly mutually agreed on the Purchase Page.
5. Representations, Warranties, Regulatory Compliance.
a. Duly Authorized. Each party represents and warrants that it is duly authorized to enter into the Agreement, it has the authorization to grant the rights herein, its performance of the Agreement will not breach any separate agreement to which it is bound, and that the Agreement, upon execution and delivery, represents a binding obligation of such party, enforceable in accordance with its terms.
b. Services. Pathlitics warrants that the Services will be provided in a professional and workmanlike manner consistent with industry practices. Customer acknowledges and agrees that some services and products provided by Pathlitics may be provided through third party subcontractors and vendors and, therefore, Pathlitics makes no representations or warranties regarding the validity, accuracy, or value of any third party-provided information, data, or analysis.
c. Customer Obligations. Customer represents and warrants that (i) it will provide Pathlitics with the requisite Customer Information and any other information or assistance reasonable requested by Pathlitics as may be necessary for Pathlitics to perform its obligations hereunder; and (ii) Customer will comply with all applicable federal, state and local regulations with respect to its obligations under this Agreement, including, but not limited to, ensuring that any Customer Information provided to Pathlitics is obtained and provided in compliance with such laws. In the event that Customer fails to provide any information or assistance in a timely manner, any timelines for performance by Pathlitics shall be adjusted to allow Pathlitics time to address such deficiencies. Pathlitics’ performance shall be excused or delayed until such time as Customer satisfies such obligations.
d. In the event that Customer is subject to the Family Educational Rights and Privacy Act (“FERPA”), Customer represents that it has determined that Pathlitics has a “legitimate educational interest” in providing the Services in accordance with this Agreement and agrees to designate Pathlitics as a “school official” as the term is used in FERPA 34 CFR Section 99.31. Pathlitics shall remain under the direct control of the Institution with respect to the use and maintenance of student “personally identifiable information” from “education records,” (each as defined in FERPA) and shall use and share student personally identifiable information only for the limited purpose of providing the Services.
e. In the event that Customer is not a school or otherwise subject to FERPA, Customer acknowledges that (i) any students or other individuals that are not Customer employees that Customer wishes to be Authorized Users, such individuals will be required to independently agree to Pathlitics’ privacy policy and terms of use, available at www.pathlitics.com/privacy-policy and www.pathlitics.com/terms-of-use; (ii) to the extent such individuals do not agree to the privacy policy and terms of use, they will not be permitted to use the Services and Pathlitics will be excused from any performance requirements or deficiencies that result from their lack of participation; (iii) Customer will remain liable for ensuring that it has obtained any and all necessary consents and authorizations from its students and other Authorized Users to enable Customer to (1) create accounts on behalf of such students and other Authorized Users, (2) provide information to Pathlitics about such students and other Authorized Users on their behalf, and (3) to enable Pathlitics to collect and process data as described in this Agreement, the terms of use and the privacy policy; (iv) any such student or Authorized User may share information related to their account or use of the Software and/or Services with others, including but not limited to school guidance counselors, without Customer’s consent; (v) Customer shall remain responsible for any of Customer’s students or other Authorized Users use of the Software and Services; and (vi) if any such student or other Authorized User turns eighteen (18) years of age during the Term, such student or other Authorized User may create their own account, independent from Customer, without Customer’s consent.
6. DISCLAIMERS; LIMITATION OF LIABILITY.
a. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND PATHLITICS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE OR SERVICES PROVIDED HEREUNDER OR THAT THE SOFTWARE OR SERVICES PROVIDED WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
b. PATHLITICS SHALL HAVE NO LIABILITY WHATSOEVER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS, LOSS OF OPPORTUNITY OR DISRUPTION OF BUSINESS) OF THE CUSTOMER OR ANY THIRD PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION AGAINST PATHLITICS, ITS AFFILIATES, ITS VENDORS OR ITS SUBCONTRACTORS IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE AND/OR SERVICES AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE ACTION) SHALL BE LIMITED TO PAYMENT FOR ACTUAL DAMAGES UP TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PATHLITICS FOR THE SOFTWARE AND/OR SERVICES OF WHICH THE CAUSE OF ACTION RELATES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
7. Term and Termination
a. Term. Unless otherwise set forth on the Purchase Page, the term of this Agreement shall commence on the Effective Date and shall continue for one (1) year thereafter (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each, a “Renewal Term” and the Initial Term and any Renewal Terms shall be collectively known as the “Term”) unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current Term.
b. Termination. The Agreement may only be terminated prior to the expiration of the Initial Term or then current Renewal Term as follows:
(i) In the event Customer fails to pay Pathlitics any Fees or other payments due hereunder, in addition to any other available rights and remedies, Pathlitics shall have the right, in its sole discretion, to terminate the Agreement upon providing written notice of default to Customer and a ten (10) day opportunity to cure such default. All Fees and other payments due hereunder shall continue to be due and immediately payable.
(ii) In the event that either party breaches any term or condition of the Agreement in any material respect, the other party shall have the right to terminate the Agreement if the breaching party fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching party, which notice shall specify the nature of the default.
(iii) Either party may terminate the Agreement immediately upon written notice in the event: (A) the other party commences or becomes the subject of any bankruptcy, insolvency, or equivalent case or proceeding; (B) the other party makes a general assignment for the benefit of its creditors; (C) a trustee or receiver is appointed for the other party, or for any of its property; or (D) any petition by or on behalf of the other party is filed to take advantage of any debtor’s act or to reorganize under the bankruptcy or similar laws, which petition is not removed within sixty (60) days after filing.
(iv) Pathlitics may, in its sole discretion, terminate the Agreement immediately upon written notice in the event of any unauthorized or unlawful usage by Customer, Authorized User, or any third party gaining access to the Software, directly or indirectly, through or as a result of Customer’s use of the Software.
(v) Unless otherwise set forth on the Purchase Page, either party may terminate this Agreement without cause upon at least thirty (30) days’ notice, provided that to the extent Customer elects to terminate without cause, Customer will be responsible for payment of all Fees due and owing through the end of the then-current Term. Should Pathlitics terminate this Agreement without cause, Pathlitics shall provide pro-rata refund of any unused Fee.
c. Effect of Termination.
(i) Upon termination of the Agreement, Customer may no longer access the relevant Pathlitics Materials or any rights or licenses granted to Customer under the Agreement.
(ii) The terms of Sections 3, 4(a), 4(c), 6, 8, 9, 10 and 11 shall survive the termination or expiration of the Agreement.
(iii) Customer will remain liable after termination or expiration (1) for all applicable Fees and other charges accrued hereunder prior to such termination, and (2) if terminated earlier than the expiration date, for termination fees equal to the total remaining fees under the Agreement that would have been payable by Customer for the remainder of the then current Term but for the early termination.
(iv) Within sixty (60) days of written request by Customer, Pathlitics will return (in a digital format reasonable determined by Pathlitics) or, at Customer’s option, destroy, all Student Personal Information provided by Customer in Pathlitics’ possession. The foregoing shall not preclude Pathlitics form providing a copy of Student Personal Information associated with an individual student Authorized User to such individual to the extent they enter into a direct agreement with Pathlitics to continue using Pathlitics’ services subsequent to the termination of this Agreement. For purposes of clarity, Pathlitics obligation to return or destroy data does not apply to information that has been de-identified such that it is no longer Personal Data.
8. Confidentiality; Use of Customer Information.
a. “Confidential Information” means any and all business, financial or technical information or data in any form or medium, tangible or intangible, used in or relating to the business activities or operations of the disclosing party which is disclosed, either orally or in writing, by the disclosing party to the receiving party, whether on, before or after the date of the Agreement, including without limitation Intellectual Property Rights; data, know-how, business rules, reports, summaries, processes, samples, ideas, research and development, security procedures and passwords; computer software and programs; business plans, financial information, current price lists; personally-identifiable information, as defined under applicable law; and any other information obtained from the disclosing party which is not known to the public. Confidential Information shall include the existence of the Agreement, the Purchase Page and any and all of the terms of the foregoing.
b. Each party shall take all reasonable steps to prevent the disclosure of the other party’s Confidential Information in violation of the Agreement, which shall be no less than the steps it takes to protect its own Confidential Information. Each party shall use its reasonable efforts to confine knowledge of the other party’s Confidential Information to its employees and agents who have a reasonable need to know Confidential Information disclosed hereunder (“Representatives”) provided that prior to any disclosure to a Representative such Representative has either (1) executed a written agreement to keep such Confidential Information confidential on at least the same terms as described herein, or (2) is subject to a professional obligation to maintain the confidentiality of such information; and provided further that the receiving party shall remain liable to the disclosing party for any breaches of the Agreement by its Representatives.
c. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.
d. Confidential Information shall not include information that (1) is or becomes publicly available through no breach or omission of the receiving party; (2) was lawfully in the possession of the receiving party prior to the disclosure of by the disclosing party; (3) is lawfully disclosed to the receiving party from a source other than the disclosing party, provided that such source is not bound by any fiduciary, contractual or legal duties of confidentiality; and (4) is lawfully and independently developed by the receiving party, which can be established by written evidence; provided that Student Personal Data shall be treated as Confidential Information regardless of the foregoing exclusions. Other than with respect to Student Personal Data, any data or information that is publicly posted or otherwise shared by Authorized Users in ways that are viewable to other users of the Service shall not be deemed “Confidential Information.”
e. In order for Pathlitics to provide the Software and/or Services and deliver the Deliverables, Customer may provide Pathlitics Customer Information. Customer hereby grants Pathlitics, during the Term, a limited, non-exclusive, royalty-free right and license to have access to and make use of the Customer Information as necessary to provide Software and/or Services and delivery of Deliverables. In addition, Customer hereby grants Pathlitics, a perpetual, non-exclusive, royalty-free right and license to use Customer Information, on a de-identified, aggregated or otherwise anonymized basis for lawfully permissible purposes, including, but not limited to, for research, analytics and benchmarking purposes and to improve Pathlitics’ products and Services, including the right to share the results of the foregoing with third parties. Customer acknowledges that provided that such de-identified data does not identify Customer, it shall no longer be deemed Personal Data, Customer Information or Customer’s Confidential Information.
f. Customer expressly acknowledges and agrees that any ideas, concepts, know-how, methods, models, data, techniques, business rules, skill, knowledge and experience that were or are used, developed or gained by Pathlitics or any of its personnel and all components thereof, including without limitation the Pathlitics Materials and any websites, systems, reports or tools made available to Customer in connection with the performance of the Software and/or Services and delivery of the Deliverables are owned by Pathlitics as provided herein and are the Confidential Information of Pathlitics.
g. Upon termination of this Agreement for any reason, or upon the disclosing party’s request at any time, the receiving party will promptly destroy all notes, memoranda, programs, computer memory media, equipment and all other materials containing the disclosing party’s Confidential Information and will not retain any copies thereof, other than as permitted under this Agreement. The receiving party shall promptly provide the disclosing party with written certification of such destruction of Confidential Information. To the extent that any Confidential Information is retained as permitted hereunder, or to the extent that copies of any Confidential Information are stored in electronic archives or backups made in the ordinary course of business in accordance with applicable legal, disaster recovery and professional requirements, all such Confidential Information shall continue to be governed by the provisions of this Section 8.
9. Indemnification.
a. Unless prohibited by applicable law, Customer agrees to indemnify, defend and hold harmless Pathlitics and its affiliates, subsidiaries, employees, agents, shareholders, officers, directors and attorneys from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (1) a claim alleging that use of the Customer Information infringes the rights of, or has caused harm to, a third party; (2) any breach of Customer’s representations or warranties or Customer’s failure to fulfill any of its obligations under the Agreement, including, but not limited, to Customer’s failure to maintain its own hardware; (3) Customer’s violation of applicable law; and (4) to the extent Section 5(e) is applicable to Customer, any claims or damages arising from Customer’s failure to perform its obligations under Section 5(e).
b. Pathlitics agrees to indemnify, defend and hold harmless Customer and its affiliates, subsidiaries, employees, agents, shareholders, officers, directors, and attorneys from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any third party claims alleging that the Software and/or Services (excluding any Customer Information therein) directly infringes any validly issued U.S. copyright, patent or trademark of a third party. Pathlitics shall have no indemnity obligations hereunder, and unless prohibited by law, Customer shall indemnify, defend and hold harmless Pathlitics, with respect to any infringement or other third party claim is caused in whole or in part by the combination of any of the Software and/or Services, or any portion thereof, with any products, services, or other item of Customer or any third party or any modification of the Software and/or Services by Customer or its third party agent. Should the Software and/or Services or any part thereof become, or in Pathlitics’ opinion be likely to become, the subject of any claim of infringement, Pathlitics shall, at its option, either: (1) obtain for Customer the right to continue using the Software and/or Services; (2) replace or modify the affected portion of the Software and/or Services so that the use thereof becomes non-infringing or otherwise lawful; or (3) terminate this Agreement and refund to Customer any prepaid but unused Fees as of the date of termination.
c. Each party’s respective indemnification obligations hereunder are conditioned upon the party seeking indemnification: (1) promptly giving written notice of the claim to the indemnifying party; (2) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle or defend any claim unless it unconditionally releases the indemnified party of all liability); and (3) providing to indemnifying party all available information and reasonable assistance upon request.
10. General.
a. Assignment. This Agreement shall be binding upon and shall inure to the benefit of Pathlitics and Customer and their respective successors and permitted assigns. This Agreement may not be assigned by either party, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Purchase Pages), upon written notice but without consent of the other party, in connection with a (i) merger, acquisition, corporate reorganization resulting in a change of voting control, or (ii) sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. The parties do not intend the benefits of the Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right, claim or cause of action in favor of any such third party against either of the parties hereto.
b. Ongoing Services. Nothing in this Agreement precludes Pathlitics from using contact information for authorized users as provided by Customer to request consent from Customer’s authorized users age 18 and older, or from the parents of Customer’s authorized users when such users are under the age of 18 to provide the authorized user with a copy of their Personal Data and to provide independent, ongoing services to such users, including after termination or expiration of this Agreement, subject to a separate agreement with those users.
c. Force Majeure. Neither party shall be liable for any delay (except for obligations to pay all Fees and other payments hereunder) or other failure of performance caused by reasonably unforeseeable factors beyond its control, including without limitation strikes, riots, insurrection, labor shortage, earthquake, hurricane, epidemic, war, acts of terrorism, fire, acts of God, or governmental acts or regulation.
d. Independent Contractor. The parties are independent contractors, and nothing in the Agreement or the performance of the Services or the delivery of Deliverables shall be considered to create a partnership, joint venture or similar relationship between the Parties.
e. Miscellaneous. If any provision of the Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder hereof shall not in any way be affected or impaired thereby. The headings in the Agreement are intended for convenience of reference and shall not affect its interpretation. This Agreement, its Purchase Pages and any related exhibits or amendments contain the entire agreement of the parties with respect to its subject matter and supersede all existing agreements and all other oral, written or other communications between them concerning its subject matter. Neither party’s failure to enforce strict performance of any provision of the Agreement will constitute a waiver of a right to subsequently enforce such a provision. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of the Agreement. This Agreement may be amended by the parties, provided that no amendment, modification or waiver of the Agreement shall be valid unless made in writing and signed by an authorized representative of the party to be charged. Unless Customer is prohibited by law from agreeing to out-of-state choice of law and venue provisions (in which case venue will be the state in which Customer is located), this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. Each party agrees that any dispute shall be brought exclusively in the state or federal courts sitting within the judiciary district of the United States District Court in the Eastern District of Pennsylvania, Philadelphia County, and that it will submit to the jurisdiction of the state or federal courts therein, and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
f. Notices. All demands, notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified, (b) upon sending by email to legalnotices@pathlitics.com (with confirmation), if sent during normal business hours and, if not, then on the next business day.