Terms of use

Effective date: August 30, 2013

Welcome to the website of PATH, an international nonprofit organization that transforms global health through innovation. What follows are the terms of use (“terms”) for path.org and other websites (“sites”) associated with PATH (“PATH,” “we,” “us,” etc.), a charitable nonprofit corporation under the laws of Washington State, USA.

These terms are an agreement between PATH and you and govern your use of our sites and all information on or submitted through them. By using, registering on, or providing any content or personal information to sites we manage, you are confirming that you agree to the provisions in these terms. This includes, but is not limited to, our privacy policy. The terms may be amended from time to time. If you do not agree to the terms or if your jurisdiction doesn’t recognize them, please do not provide content or personal information through our sites.

Unless otherwise stated, in these terms “you” means both you as an individual and any entity or individual that is your employer or for whom you act as agent.

Persons who cannot enter into a binding contract are not authorized to use our sites.

1. Use of content

Our sites include a variety of information, including data, text, photographs, graphics, video, sounds, and other materials (“content”). In some cases, you can upload, post, or otherwise provide content to the sites yourself. For example, you may apply for a job or comment on a blog post.

Much of the content on our sites may be downloaded by you pursuant to these terms (“available content”). You may review, download, copy, distribute, and use the available content for the purpose of furthering your mission, subject to more specific limitations that may be presented on the site that hosts the content. You may not sell the available content or otherwise distribute it for a fee. You may not use or disclose it to any third parties, except as expressly permitted by these terms or the more specific terms associated with the available content.

Our sites also include content that is not available for downloading, such as copyrighted works that we do not distribute or works of others that we are not permitted to distribute.

Our sites are controlled by us from our offices within the United States of America. If you access them from locations outside the US, you do so at your own risk. You are responsible for compliance with any local laws. You may not use or export information from our sites in violation of US export laws, regulations, or these terms.

2. Registration and creating profiles, etc.

To access some areas of the sites, you may have to register or create a profile—for example, when applying for a job or subscribing to e-newsletters. To do so, you will usually create an account with a user name and password or other identifier, which you agree to guard as confidential information. If you are careless with it, others may be able to access your personal information.

You agree to provide accurate, current, and complete information at all times. You also agree that you will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness by using the means allowed for the relevant information or, when appropriate, by contacting us. If you provide, or we have reasonable grounds to believe that you have provided, any information that is inaccurate, not current, or incomplete, PATH may suspend or terminate your access, application, or participation in a program, in addition to exercising all rights and remedies allowed by law.

You agree that all uses of the identifier you establish during registration or similar processes will be attributed to you and legally bind you. We may rely on your identifier as being made by you, even if someone else used your identifier. Our agents, affiliates, and others with whom we work in order to provide the sites, available content, and services, or to pursue our mission—including but not limited to their respective affiliates, officers, employees, and agents—may also rely on your identifier as being made by you. (Individually, these entities are known as a “third party” and collectively as “third parties.”)

3. User-generated content and site activities

Your responsibility and license to others

You may wish to provide content, such as by uploading information as a job application or submitting comments in a forum. When you provide content, you:

• Represent and warrant that (a) the content is wholly your original work; (b) you have all necessary right, title, interest, and licenses to upload it and make it available to PATH and other users for download, distribution, and use under these terms without violation by you, us, third parties, users, or anyone else of any applicable license, restriction, or law; or (c) the content is free of potentially adverse consequences that you have not conspicuously disclosed. As used here, “adverse consequence” means a restriction governing the content. The restriction could be triggered if we or others exercise a right under the license you grant. To disclose an adverse consequence, you agree to conspicuously place on or in the content notice that adverse consequences can result and that others may contact you at an email address and telephone number you provide to obtain your full disclosure of applicable licenses and restrictions applicable to the content.
• Grant PATH, its affiliates, third party sublicensees, successors and assigns, and each site user who downloads the content under these terms a perpetual, irrevocable, nonterminable, nonexclusive, worldwide, royalty-free, fully paid-up license to (a) use, copy, distribute, modify, and create derivative works from the content; (b) publicly perform or display, license, and distribute copies of the content, modified content, and derivative works of the content; and (c) sublicense to third parties the foregoing rights, including the right to sublicense to further third parties, as necessary or advisable (as determined by PATH or other licensed person in its sole discretion) to allow PATH or other licensed person to fulfill its charitable mission, to further its related operations, and to create, advertise, operate, and manage the sites.

In addition to the rights above, you acknowledge and agree that we may keep content indefinitely and disclose it for any purpose including, but not limited to: (a) complying with legal process; (b) enforcing these terms; (c) responding to claims that any content violates the rights of third parties; or (d) protecting the rights, property, or personal safety of PATH, its users, and the public (without undertaking a duty to do so).

You agree not to upload, post, or otherwise transmit through the sites any content or any other materials whatsoever that are or could appear to: (a) be defamatory, obscene, invasive to another person’s privacy or protected data, or tortious; (b) infringe upon anyone’s intellectual property rights, including any patent, trademark, trade secret, copyright, or right of publicity; (c) contain any software viruses or any other harmful computer code, files, or programs, including any designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or (d) violate any applicable license, law, or contractual or fiduciary duty or provision, including by exercise of the rights you grant to PATH above.

We anticipate that substantial content will be made available to you and others through the sites. Content provided by PATH, its affiliates, or third parties may be outdated or contain typographical errors, inaccuracies, omissions, or problematic or defective functionality and will need your review. You agree not to rely on content and to determine all relevant factors on your own including (without limitation) accuracy, functionality, quality, reliability, and other relevant factors. We reserve the right to monitor and exercise all other rights of ours, and also to modify or remove any content at any time, but we do not undertake any duty to do so.

Any opinions, advice, statements, assistance, services, offers, or information expressed or made available by third parties, including users, are those of the respective author(s) or distributor(s) and not of PATH.

Site activities

Sites are provided as is and when available. We may change all content, functionality, and services at our discretion at any time. We may also do this for particular activities even if you have started to participate. We can change a job description at any time even if you have already applied, for example, and not all jobs may be posted at all or on the sites. We use various methods for pursuing our mission and they are not limited to the sites. Also, we or third parties might make a mistake. We reserve the right to correct anything including, but not limited to, content or assistance on the sites. We may correct, change, withdraw, or do anything else with a job description even if you have already taken action based on it.

No commissions

We do not deal with persons desiring to be paid for something unless we intentionally enter into a written contract to do so. This means, for example, that we do not pay commissions or other sums to anyone who helps arrange a job unless we have expressly contracted to do so in writing prior to any such arrangement. If you submit an application for someone else without entering into such a contract with us, we will not pay you or anyone else a commission or other amount even if we accept the application, hire the person, etc. We may also use, delete, or ignore any information you provided without paying you anything and without undertaking any duties to you or anyone else.

4. Privacy policy

Our privacy policy is part of these terms and is incorporated by reference.

Please do not provide or allow others to provide personal information about you unless, on your own behalf and on behalf of anyone whose information you provide, you:

• Have reviewed and agree with the privacy policy.
• Are authorized to transfer data.
• Consent to have all data used and transferred internationally.

5. Infringement of rights

Our sites, including their content, are protected by intellectual property laws and other laws, including the Computer Fraud and Abuse Act. You agree to respect these laws. See the “additional or required notices” section of these terms for more information about our trademarks and copyrights. All rights not expressly granted to you are reserved. Anyone who believes that their work has been infringed may provide a notice to our copyright agent. It is our policy to terminate in appropriate circumstances any account or right of access for repeated infringement. We also reserve the right to terminate for one infringement.

6. Feedback: your license to us

We hope that you will provide feedback so that we may better support, improve, and pursue our charitable mission. In submitting feedback, you agree that you will not infringe or violate the rights of others. In addition, you grant a license to PATH (as defined below) for your feedback. You agree that we have no obligation to pay you or anyone else for feedback or for the license to PATH.

Feedback means all remarks, data, suggestions, methods, surveys, reports, processes, ideas (including patentable ideas), and other content that you provide by using the sites on any aspect of our mission or operations, whether provided to us or persons working with us and whether provided through the sites, electronic communications, or in other media such as a chat room, survey, report, grant, software tool, bulletin board, forum, or otherwise.

As used above, “license to PATH” means a nonexclusive, perpetual, irrevocable, nonterminable, royalty-free, fully paid, transferable, sublicensable, worldwide license to PATH to exercise all now or later existing intellectual property rights or other rights of yours or others in the feedback, for purposes of supporting PATH’s charitable mission in full or in part and in all possible media now known or later developed. The foregoing rights include but are not limited to the right to display, perform, read (on air or otherwise), make available, and publish in public or private sites, newspapers or other media, brochures, reports, and so on, all or part of the feedback and any other information that you provide through or relating to our sites or the content. The license to PATH is in addition to any that you may be required to provide under any separate agreement between us and you, including grants or other agreements.

7. Indemnification

You agree to indemnify, defend, and hold harmless PATH and third parties from and against any and all losses, damage, liability, and costs of every nature incurred by any of them in connection with any claim, damage, or loss related to or arising out of the content you provide, your use of content from the sites, use of the sites, any assistance or services provided by us or third parties, any alleged unauthorized use of the sites, or any breach or alleged breach by you of these terms. You agree to cooperate fully in the defense of any of the foregoing. We reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you, and you will not settle any matter without our consent in a nonelectronic record. Your obligation to indemnify, defend, and hold harmless shall be limited to the extent that you are afforded sovereign immunity under applicable federal, state, or local laws. In such cases where your obligation to indemnify may be limited due to the requirements of federal, state, or local laws, you shall be responsible for the ordinary negligent acts and omissions of yourself and your agents and employees causing harm to persons not a party to this agreement.

8. No warranties, conditions, or other duties

The sites and all content, site functionality, assistance, and services provided by the sites, PATH, or third parties (collectively, “complete site”) are subject to change. They are provided by us or third parties “as is” without any warranty or condition, and without the undertaking of any duty, of any kind, either expressed or implied. These include, but are not limited to, any warranties or conditions of merchantability and fitness for a particular purpose and any duty of workmanlike effort or lack of negligence.

With the possibility of human or mechanical error, the sites are provided to you (a) with all faults and (b) without any assurance, warranty, condition, or duty of or regarding: functionality, privacy, security, accuracy, or availability; lack of negligence, interruption, viruses or other harmful code, components, or transmissions; or the nature or consequences of available content such as (without limitation) whether software or other content is subject to any particular license, or any restrictions or consequences. There is no warranty by us or third parties of title or against infringement or interference with enjoyment of any aspect of the complete site. You agree that you will obtain (including through download) any content entirely at your own risk, and you will be solely responsible for any resulting infringement, breach of contract, consequence, or damage including, without limitation, to your computer system or loss of data.

9. No incidental, consequential, or certain other damages

To the full extent allowed by law, you agree that neither PATH nor any of the third parties will be liable to you or anyone else for any special, consequential, incidental, or punitive damages; damages for lost profits, for loss of privacy or security, for loss of reputation, for failure to meet any duty (including without limitation any duty of good faith or lack of negligence or of workmanlike effort), or for any other similar damages whatsoever that arise out of or are related to any aspect of the complete site or to any breach of these terms including, without limitation, the privacy policy, even if we or a third party has been advised of the possibility of such damages and even in the event of fault, tort (including negligence), strict or products liability, or misrepresentation.

10. Exclusive remedy, damage limitation

You agree that your exclusive remedy for any breach of these terms including, without limitation, the privacy policy, and for any aggregate damages due you or others related to you by PATH or any of the third parties for any reason relating to any part of the complete site, will be at our option: (a) substitution, correction, or replacement of all or part of the content or service causing your damage (if any) or (b) the amount of your damages that are not excluded in the preceding section and which you actually incur in reasonable reliance, which amount will be the lesser of the amount you actually paid us for the item causing the damage or the amount of said damages so incurred. The damage exclusions and limitations in these terms are independent and will apply even if any remedy fails of its essential purpose.

11. Linked sites

Our sites may contain links to websites of third parties. We provide these links as a convenience, but do not endorse the linked site or anything on it. While their information, products, services, and information may be helpful to you, they are independent entities and we do not control or endorse them. You agree that any visits to linked sites are at your own risk and governed by their privacy policies (if any).

12. Amendments

You agree that from time to time we may alter these terms, including but not limited to the privacy policy (“amendments”). Amended versions of these terms will take effect on the date specified for the amended version (“effective date”) and will apply to all information that was collected before or after the effective date, including information in databases. Changes will be effective when they appear in a replacement version of these terms as posted by us on the sites. No other amendments will be valid unless they are in a paper writing signed by us and by you.

Each time you return to the sites, you are responsible for checking the effective date of the posted version of these terms. If it is later than the date of the version last reviewed, the terms have been changed and the new version should be reviewed before using the sites. Use of the sites after the effective date will constitute your consent to the amendments.

13. Governing law and exclusive jurisdiction

These terms and your use of the sites are governed by the laws of the state of Washington, USA, without regard to its choice of law provisions, except where you are required by published governmental law, ordinance, regulation, directive, order, or the like (collectively, “mandate”) to contract for application of the law of your local jurisdiction. You hereby consent to exclusive jurisdiction of a state or federal court of general jurisdiction sitting in King County, Washington, USA, except to the extent you are prohibited from doing so by a mandate.

14. Disputes

If a dispute arises out of or relates to this agreement, and if the dispute cannot be settled through negotiation, you and PATH agree to try in good faith to settle the dispute through mediation under the administration of the American Arbitration Association, before resorting to arbitration.

Any dispute that cannot be settled after mediation will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court, and must follow the terms as a court would.

To begin an arbitration proceeding, you must send a letter describing your claim and requesting arbitration to PATH’s General Counsel at PO Box 900922, Seattle, Washington 98109, USA.

Arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. PATH will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitration will be conducted in the English language. You may choose to have the arbitration conducted by telephone, based on written submissions, or in Seattle, Washington.

We each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or claims pertaining to intellectual property rights. The provisions of the governing law and exclusive jurisdiction section of these terms will apply to an arbitration proceeding brought under this section of the terms.

15. Legal and other notices or disclosures

Notice to you: You agree that we may give all notices we are required to give you by posting notice on the sites or, if we have your email address, by sending notice by email at our discretion. These include, without limitation, disclosures that we are required to give you, legal notices, notice of subpoenas or other legal process, and all other communications. When we communicate by email, we may use any email address you provide when communicating with us or that we otherwise have in our records. Only supply to us an email address at which you are willing to receive all communications, including legal or potentially sensitive communications such as information about a job or a contract. You agree to check for notices posted on the sites.

Notice to us: We receive many emails and not all employees are trained to deal with every kind of communication. Accordingly, you agree to send us notice by sending an email to generalcounsel@path.org or by mailing it to our legal notice address:

PATH
Attention: General Counsel
PO Box 900922
Seattle, WA 98109
USA

16. Termination or cancellation; no continuing rights

You have no continuing right to use the sites. We may deny or suspend access or terminate or cancel this agreement with or without cause and at any time and without prior notice. This applies if you elect to store documents on these sites, such as your resume for use in a job application. (Make copies of anything to which you want to ensure continued access.) We may give notice of termination or cancellation in the same way that we provide other notices.

Termination or cancellation will not eliminate the surviving provisions of these terms (see section 17) and you will still be liable for obligations incurred before the agreement or access ended.

17. Entire agreement; miscellaneous

These terms—including the privacy policy, any supplemental privacy policies, amendments, and any: (a) notices, provisions, and items incorporated into any of them; (b) additional provisions and conditions contained on the sites for particular activities or content; and (c) our disclosures and your consents provided on or in connection with the sites or any content, service, or other activity—constitute the entire agreement between you and PATH regarding the complete sites or the subject matter of the foregoing (collectively, “entire agreement”). If any provision of the entire agreement is found by a court of competent jurisdiction to be invalid, its remaining provisions will remain in full force and effect, provided that the allocation of risks described in this agreement is given effect to the fullest extent possible. The foregoing does not impair the enforceability of additional agreements you enter into, such as an agreement for a grant or subagreement or subcontract.

Our failure to act on a breach by you does not waive our right to act on subsequent or similar breaches. Time is of the essence for the entire agreement and there are no third party beneficiaries of it unless specifically set forth in a separate written agreement. The terms of this section 17, sections 3 and 4, sections 6 through 10, and sections 13 through 16, and our rights under the privacy policy will survive termination or cancellation of this agreement. You may print or make an electronic copy of the entire agreement for your records; to the extent required by law, we hereby instruct you to do so. You may not assign these terms or any of your rights or obligations under these terms without our prior written consent.

18. System requirements

Depending upon what you would like to do with PATH (for example, if you apply for a job or if you want to download certain items), you may need to make adjustments to your computer hardware or software so that you will be able to view or receive documents as intended by us.

19. Electronic transactions

We and each of the third parties may deal with you electronically now and in the future at our respective discretion during the entire course of activities pursued with you (for example, applying for and obtaining a job or anything else). Activities may include, but are not limited to, asking you to electronically sign documents and receive electronic notices. We and each of the third parties also reserve the right to deal nonelectronically and to require you to do so.

20. Additional or required notices

Various laws require or allow us to give users certain notices. Each of them is incorporated into these terms. The various notices are listed here and a more detailed description follows.

1. Notice regarding no harvesting or dictionary attacks allowed: information about conduct that is unlawful under the US CAN-SPAM Act of 2003.
2. Notice regarding trademarks: notice regarding who owns the trademarks used on our sites and cautioning against infringement.
3. Notice regarding copyright ownership: notice regarding who owns the copyrights in the sites and their contents and cautioning against infringement.
4. Notice regarding copyright agent: contact and other information regarding the sites’ copyright agent who may be notified of claimed infringement.
5. Notice regarding availability of filtering software: a notice under the US Communications Decency Act.

Notice regarding no harvesting or dictionary attacks allowed

PATH will not give, sell, or otherwise transfer addresses we maintain to any other party for the purposes of initiating, or enabling others to initiate, email messages except as authorized by law or appropriate PATH personnel or policies. Except for parties authorized to have such addresses, persons may violate federal law if they (a) initiate the transmission to our computers or devices of a commercial email message as defined in the US “CAN-SPAM Act of 2003” that does not meet the message transmission requirements of that act or (b) assist in the origination of such messages through the provision or selection of addresses to which the messages will be transmitted.

Notice regarding trademarks

The trademarks used on the sites are owned by PATH or their respective trademark owners, and are either common law trademarks or registered trademarks. The names of actual companies and products mentioned on the sites may be the trademarks of their respective owners. You may not use any of the above or other trademarks displayed on these sites nor in any content without the written permission of the trademark owner. All rights are reserved.

Notice regarding copyright ownership

Copyright 2014 PATH and/or its affiliates and suppliers. All rights reserved.

All services provided on the sites and any services or content provided on any related site owned, operated, licensed, or controlled by PATH or any of our units or affiliated entities (collectively, “group”) are subject to intellectual property rights and contractual and other protections. The intellectual property rights are owned by PATH or others in the group or their licensors (which may include you). Except for available content or content that you own, no content may be copied, distributed, republished, uploaded, posted, or transmitted in any way except pursuant to the express provisions of the terms or with the prior consent of PATH or its designee outlining the particular scope of use. Modification or use of the available content for any other purpose may violate intellectual property rights. No title to copies or to intellectual property rights are transferred to users—all title and rights remain with PATH or others in the group.

Notice regarding copyright agent

PATH respects the intellectual property rights of others and requests that users of the sites do the same. If you believe any material on the sites infringes a copyright you own or control, you may submit written notification to PATH’s copyright agent, listed below. To be effective, the notification must meet the requirements of the Digital Millennium Copyright Act, Title 17 of the US Code, Subsection 512, and include the following:

• Physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that is claimed to be infringing and information sufficient to permit PATH to locate the material.
• The address, telephone number, and email address at which the complaining party may be contacted.
• A statement that the complaining party has 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.
• A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Copyright infringement claims and notices should be sent to:
PATH
Attention: Communications Department
PO Box 900922
Seattle, WA 98109
206.285.3500
webeditor@path.org

Notice regarding availability of filtering software

We do not believe that the sites contain materials that would typically be the subject of filtering software. Nevertheless, all users are hereby informed that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors.

If you have any questions with respect to these terms of use, please email your question to info@path.org.