Welcome to Vzable, a mobile application available on the Google Play Store and Apple App Store (the “App”) and operated by Pathwise, LLC (“Vzable”, “us”, “our”, and “we”). Vzable provides the App and services provided through the App (“Services”) including making  available to individuals and families AI-driven and technology-assisted Reflections, Learner Profiles, results and insights generated from Reflections, any other ancillary tools, features, or services that Vzable may make available from time to time in conjunction with the foregoing. The App and the Services are collectively referred to as the “Platform.”

These Terms of Use (“Terms”) set forth the legally binding terms for your (“User”, “you”, and “your”) use of the Platform. By downloading, accessing or using the Platform, or by creating an account, you are accepting these Terms and represent and warrant that you have the right, authority, and capacity to enter into these Terms. If you create a Learner Profile for any individual who will access the Platform through your Account, you represent and warrant that you have the authority to accept these Terms on behalf of that individual, and “you” and “your” as used in these Terms refer to both you individually and any individual accessing the Platform through your Account. If you do not agree with all of the provisions of these Terms, or do not have the authority described above, do not access and/or use the Platform. You may not access or use the Platform or accept the Terms if you are not at least 18 years old or if you are under the age of 18 years old without parental consent.

Privacy Policy

Vzable respects the privacy of its users. Please refer to the Vzable’s Mobile App Privacy Policy (https://vzable.com/privacy-policy-mobile) which explains how we collect, use, and disclose information that pertains to your privacy.  When you access or use the Platform, you signify your agreement to this Mobile App Privacy Policy.

Types of Users

“The User,” “you” and “your” refer to the individual who has downloaded, accessed, or is using the Platform.. A User may be an Account Holder or a Learner.

“Account Holder” refers to an individual who creates an account on the App and/or that requests and/or purchases services and who may use the Platform for their own personal development and may create and manage Learner Profiles for themselves and for individuals in their care, including children or other individuals for whom the Account Holder has authority to create such a profile. The Account Holder is the contracting party under these Terms and is responsible for all activity occurring under their Account, including all Learner Profiles created or managed under their Account.

“Learner” refers to the individual whose learning motivator patterns, preferences, and insights are being explored through a Reflection. A Learner may be the Account Holder themselves, or a child, student, or other individual for whom the Account Holder has created a Learner Profile.

“Learner Profile” refers to a profile created and managed by an Account Holder within the App for a specific Learner. Each Learner Profile is associated with a single Learner and is used to store, organize, and display that Learner’s Reflection history, results, and related insights. The Account Holder is responsible for the accuracy of information entered into each Learner Profile and for ensuring that their creation and use of Learner Profiles complies with these Terms.

“Reflection” refers to an AI-driven or technology-assisted assessment, interaction, exercise, prompt series, or experience made available through the Platform and intended to help surface learning motivator patterns, preferences, or insights relating to a Learner.

Platform Content

Our Platform may provide informational and educational content. All content on this Platform is for informational and educational purposes only, is general in nature, and under no circumstance does the content on our Platform undertake to give advice for your particular situation. The content on our Platform is not meant to be relied upon by Platform Users in reliance on making any decisions. If you use the information provided through our Platform, we assume no responsibility.

Contact Form

We may include a contact form on our Platform that allows you to get in touch with us to request support, or provide feedback. Our contact form may ask for your personal information such as your name, email address, phone number, and reason for your inquiry.

Accounts

Account Creation. In order to use the Platform, you must register for an account with us (“your Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. We may suspend or terminate your Account in accordance with these Terms. You are responsible for ensuring that the mobile device on which you access the Platform meets any minimum technical requirements communicated by Vzable and that your device’s operating system and the App are kept reasonably up to date.

Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information, and are fully responsible for all activities that occur under your Account and all Learner Profiles associated with it. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. You are also responsible for maintaining reasonable security on the mobile device(s) through which you access the Platform. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Learner Profile Management. If you create Learner Profiles for individuals other than yourself, the following additional terms apply: (a) You are responsible for ensuring that your creation and use of each Learner Profile, and your use of the Platform in connection with each Learner, complies with all applicable laws and regulations. (b) You are responsible for obtaining all required consents, authorizations, and permissions necessary for creating a Learner Profile for another individual, including any consents required for the collection, use, or sharing of data relating to that Learner. (c) Vzable does not determine whether your use of the Platform in connection with any Learner complies with any applicable law, regulation, or industry standard, and Vzable assumes no responsibility for such compliance. (d) You are responsible for all activity occurring under Learner Profiles created or managed within your Account.

 

Disclaimers

Account and Reflection Usage. Each Account is licensed for use by a single Account Holder only. It is strictly prohibited for an Account Holder to share their Account credentials with any other individual or to allow multiple individuals to use the same Account. An Account Holder may create Learner Profiles for individuals in their care, but may not create Learner Profiles for the purpose of enabling unrelated third parties to access Reflections under a single Account. Account Holders are responsible for ensuring that each Learner Profile is used only by the Learner for whom it was created. Any violation of this provision may result in the suspension or termination of the Services and the Account Holder’s Account.

Sharing Reflection Results. By completing a Reflection on our Platform, the Account Holder consents and agrees that Reflection responses and results, including any personally identifying information associated with the relevant Learner Profile, may be accessed and used by Vzable as described in these Terms and the Privacy Policy. The Account Holder also acknowledges and agrees that anonymized responses, with personal information removed, may be shared with researchers for educational or scholarly research purposes. Completing a Reflection indicates the Account Holder’s understanding of and consent to these terms regarding data sharing and research use.

COPPA and Parental Consent for Minor Learners. By creating a Learner Profile for an individual under the age of 18, including any individual under the age of 13, the Account Holder consents to the collection and use of personal information relating to that Learner in the Platform, as described in these Terms and our Privacy Policy. Account Holders agree and verify that they have obtained all required written parental or guardian consent for each Learner under the age of 13 in compliance with the Children’s Online Privacy Protection Act (COPPA), and affirmative consent for Learners ages 13–17 where required by state law and other applicable laws regarding minors’ online activities (“Minor Consent Laws”). Account Holders acknowledge that it is their responsibility to ensure compliance with applicable Minor Consent Laws. Account Holders agree to indemnify and hold harmless Vzable from any claims, liabilities, damages, losses, costs, or expenses arising out of or related to any failure to obtain required parental or guardian consent for any minor Learner or any violation of any Minor Consent Laws.

No Professional Advice & Reliance on Results. Each Reflection is a developmental tool designed for personal and professional growth purposes only. It is intended to provide insights and facilitate understanding in areas of strengths, preferences, and potential areas for development. Reflections are not intended to serve as a medical or psychological diagnosis, nor should they be considered a substitute for professional healthcare advice, diagnosis, or treatment. Additionally, Reflections do not constitute career counselling, financial advice, or legal guidance. You should not rely solely on the outcomes of any Reflection for making critical life or career decisions. While Reflections aim to support individuals in their personal and professional development journey, it is recommended that Users seek additional guidance from qualified professionals for specific concerns or decisions related to career choices, mental health, or legal issues. The information provided through Reflections is to be used as a guide for personal development. Vzable, its affiliates, and distributors do not accept liability for any direct, indirect, incidental, consequential, or punitive damages arising from the use of any Reflection or the interpretation of its results. By using the Platform, you acknowledge and agree to this disclaimer, understanding the scope and limitations of Reflections.

AI Solutions. The Platform may offer features that use artificial intelligence to generate optional strategy suggestions and insights based on Reflection results and other inputs provided by the Account Holder. These AI-generated suggestions are for informational and educational purposes only and should not be relied upon as professional advice, guidance, or guarantees of specific outcomes. AI-generated features and outputs may be delivered through or enhanced by mobile device capabilities, and the quality of outputs may vary depending on your device, connectivity, and the accuracy and completeness of the information you provide. While Vzable strives to ensure that these AI-generated results provide relevant and useful information, the quality and applicability of the suggestions depend on the accuracy and completeness of the data you provide and may not reflect all relevant circumstances. You acknowledge that results may differ from real-world outcomes, and you are solely responsible for evaluating and applying any strategies suggested. Vzable does not guarantee the accuracy, completeness, or effectiveness of any AI-generated content and disclaims all liability for decisions made or actions taken in reliance on such content.

Community GuidelinesThe Platform may include interactive community spaces where Users may share ideas, strategies, and other content with one another (“Community”). By participating in any Community feature, Users agree to follow any applicable community guidelines, codes of conduct, or similar rules that Vzable may establish from time to time (“Community Guidelines”). The Community Guidelines are designed to promote respectful, constructive, and lawful interactions and to foster an enjoyable and productive experience for all Users. Vzable may update the Community Guidelines at its discretion, and it is your responsibility to review and comply with them. Vzable reserves the right, in its sole discretion, to enforce the Community Guidelines, including suspending or terminating any Account or restricting access to any Community feature for violations.

Moderation and Reporting Abuse. While Vzable reserves the right to moderate any Community feature and remove or restrict access to any User Content (defined below) at its discretion, we do not guarantee the accuracy, integrity, or quality of any content posted by other Users. If you encounter User Content that you believe violates the Community Guidelines or these Terms, you may report it to us through the methods we designate. We will review and consider all reports and may take action in our sole discretion, which could include removing content, issuing warnings, limiting participation privileges, or terminating Accounts. However, due to the diversity of perspectives in our Community, content that you may find disagreeable or offensive may not necessarily violate our policies and may not be removed.

No Endorsement or Responsibility for User Content. Vzable does not endorse, guarantee, or assume responsibility for any User Content posted in any Community feature of the Platform. Any reliance on or use of such content is at your own risk, and you should exercise your own judgment before following or acting on advice or suggestions shared by other Users.

User Content

User Content. “User Content” means any and all information and content that a user submits to or posts on the Platform. You will own your User Content, with the understanding that you agree that we may use and reproduce the User Content you make available on the Platform. You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Platform.  

Your User Content Responsibilities. By transmitting and submitting any User Content while using the Platform, you agree that (i) you will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and (ii) you will abide by our Acceptable Use Policy below. You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Platform is solely your responsibility.  We are not responsible for any public display or misuse of your User Content. 

Our Right to Monitor and Remove User Content. We do not, and cannot, pre-screen or monitor all User Content.  However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Platform. We have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms, remove any and/or all of your submissions, and terminate your Account with or without prior notice.

License to User Content. You grant, and you represent and warrant that you have the right to grant, to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Platform. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

Mobile Application Terms

The following additional terms apply to your use of the Platform as a mobile application:

App Store Providers. The Platform is made available through third-party app store platforms, including the Apple App Store and Google Play Store (each, an “App Store Provider”). You acknowledge that these Terms are between you and Vzable only, and not with any App Store Provider. Each App Store Provider is a third-party beneficiary of these Terms solely with respect to any terms that expressly reference it, but has no obligation to provide any support or maintenance services with respect to the Platform. In the event of any conflict between these Terms and the terms of the applicable App Store Provider, the App Store Provider’s terms will control solely to the extent required by that provider.

Device Permissions. In order to provide certain features and functionality, the Platform may request access to features or data on your mobile device, such as your camera, microphone, storage, or other device resources. You may grant or deny these permissions through your device settings. Some features of the Platform may not function properly if required permissions are not granted, and Vzable is not responsible for any limitation in functionality resulting from your permission settings.

Push Notifications. The Platform may send push notifications to your device to provide updates, reminders, and other information related to your use of the Platform. You may manage or disable push notifications through your device settings at any time. Disabling push notifications will not affect your ability to access the Platform but may result in you missing time-sensitive information.

App Updates. Vzable may issue updates, patches, or new versions of the App from time to time. Certain updates may be required for continued access to the Platform. You are responsible for installing updates as they become available. Vzable is not responsible for any degraded performance, security vulnerabilities, or loss of functionality resulting from your failure to install required updates.

Device Security. You are responsible for maintaining reasonable security on any mobile device through which you access the Platform, including enabling device-level passcode, PIN, or biometric lock functionality. You should not access the Platform on a device that has been modified in a manner that circumvents its operating system’s security controls (e.g., a jailbroken or rooted device). Vzable is not responsible for any loss or unauthorized access arising from your use of the Platform on an unsecured or modified device.

Biometric Authentication. The Platform may offer the option to enable biometric authentication (such as fingerprint or facial recognition) as a method of accessing your Account. Biometric authentication is processed at the device level and is subject to your device’s security features and settings. Vzable does not store biometric data. By enabling biometric authentication, you accept the associated risks and acknowledge that Vzable is not responsible for any unauthorized access resulting from the use or compromise of device-level biometric features.

Analytics and Diagnostics. The Platform may automatically collect certain usage, diagnostic, and performance data from your device to help us improve the Platform, troubleshoot issues, and enhance User experience. This data collection is described in our Privacy Policy. By using the Platform, you consent to such collection and use of analytics and diagnostic data as described therein.

Payment Terms

Pricing. Certain aspects of the Services may be provided for a fee, subscription or other charge. One-time purchases will be charged at the time of the transaction. If you purchase a subscription from Vzable, this subscription will automatically renew at the end of each billing cycle, at which point you will automatically be charged on your anniversary date for the next billing cycle. If you upgrade your subscription you will be prorated for the remainder of the billing cycle and you will be billed the full price of the upgraded subscription the following month. Vzable may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.

Payment Information; Taxes. All purchases made through the Platform are processed by the applicable App Store Provider in accordance with that provider’s payment terms and policies. Vzable does not collect, process, or store your payment card or financial account information. Any billing inquiries or disputes relating to a purchase should be directed to the applicable App Store Provider. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions, as determined and collected by the applicable App Store Provider.

App Store Terms and Refunds. All purchases are subject to the payment terms and refund policies of the applicable App Store Provider. Vzable has no control over and assumes no responsibility for refund decisions made by any App Store Provider. To request a refund, you must contact the applicable App Store Provider directly in accordance with its policies.

Non-Transferability of Entitlements. Any entitlements, features, or subscription access granted as a result of a purchase are non-transferable and are linked to the specific Account and, where applicable, the specific Learner Profile for which the purchase was made. Entitlements may not be shared, transferred, or assigned to any other Account or Learner Profile.

Purchase Records. A record of your purchases made through the Platform will be maintained in your Account for your reference. However, Vzable’s records are supplementary to those maintained by the applicable App Store Provider, which shall be the authoritative record of your transactions.

Trial Period or Discount Rates. We may offer free trial subscriptions or discount introductory subscriptions to the Service, at our sole discretion, to allow Users to become familiar with the many benefits of Services  we offer. Trials and introductory offers are available to new (first-time) Users only, limited to one per household, and cannot be combined with any other offer. We will begin charging your card the applicable subscription fee at the then-current rate on the first day following the end of your trial or introductory offer period. YOU MUST CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR TRIAL OR INTRODUCTORY OFFER PERIOD TO AVOID HAVING YOUR CARD CHARGED.

Chargebacks. If you have a dispute concerning any payment transaction, please contact us at info@vzable.com.  If, at any time, you contact your bank or credit card company to reject the charge of any payable fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction.  In the event of a Chargeback, your User Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation.  We will not be liable for any loss of files, data or content as a result of a Chargeback. Without limiting other available remedies, you must pay Vzable upon demand for amounts owed under these Terms, plus interest on the outstanding amount at the lesser of one percent (1%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

Cancellation. Users may cancel their Account or any paid Service at any time by following the instructions in your Account. If you cancel Services that were a part of any automatic recurring subscription, those Services will terminate at the end of your current billing cycle. If you wish to cancel any Service before you are automatically charged for the next billing cycle, we recommend you take the steps necessary to cancel such Services no later than five (5) days before the end of the current billing cycle to allow enough time for the cancellation to process.

Rights and Licenses

License to Use the Platform. We grant you a limited, non-transferable, non-exclusive, revocable right to download, install, and use the Platform on a mobile device that you own or control, solely for your personal, non-commercial purposes and as authorized in these Terms. This license does not include the right to use the Platform on behalf of any third party on a commercial basis. Your right to use the Platform is also subject to any terms imposed by the applicable app store or platform through which you download the App (e.g., Apple App Store or Google Play Store), and in the event of a conflict between those terms and these Terms, these Terms will govern to the maximum extent permitted.

Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you will not access the Platform in order to build a similar or competitive service; (d) you will not circumvent, disable, or interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content; (e) you will not use the Platform in any way that is inconsistent with the terms of the applicable app store through which you obtained the App; and (f) except as expressly stated in these Terms, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Platform will be subject to these Terms. All copyright and other proprietary notices on any Platform content must be retained on all copies.

Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Platform with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform, except and if otherwise expressly set forth in these Terms.

No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Platform.

Ownership of the Platform. You acknowledge that (except with respect to your User Content) all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform are owned by us or our licensors. The provision of the Platform does not transfer to you or any third party any rights, title or interest in or to the intellectual property rights. We reserve all rights not granted in these Terms. For the avoidance of doubt, all intellectual property in and to the Platform, including the Vzable System, all software, algorithms, methodologies, survey instruments, data models, and related technology (collectively, “Company IP”), is and shall remain the exclusive property of Vzable.

De-Identified and Aggregated Data. You acknowledge and agree that Vzable may collect and analyze data and other information relating to the provision, use, and performance of the Platform, including Reflection results and related usage data. Vzable is free, during and after the Term of these Terms, to (i) use such information and data in de-identified or aggregated form to improve and enhance the Platform, for research and analytical purposes, and for other development, diagnostic, and corrective purposes in connection with the Platform and other Vzable offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No data used or disclosed under this paragraph will identify you, or any individual Learner.

Beta Test Participation

From time to time, Vzable may offer Users the opportunity to access and use new or experimental features, services, or products (“Beta Features”) as part of a limited beta testing program. Participation in beta testing is entirely voluntary. By choosing to use any Beta Features, you acknowledge and agree that:

• Beta Features Are Provided As-Is: Beta Features are offered (i) free of charge and without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement and (ii) on an “as-is” and “as-available” basis and may contain bugs, errors, or other issues. Vzable makes no guarantees regarding the performance, stability, or continued availability of any Beta Features and disclaims all warranties to the maximum extent permitted by law.
• No Expectation of Continuity or Support: Beta Features may be modified, suspended, or discontinued at any time without notice. Vzable has no obligation to provide support or maintenance for Beta Features.
• Feedback: You may be asked to provide feedback regarding your use of Beta Features. You agree that all feedback, suggestions, and ideas you provide will be deemed non-confidential and become the sole property of Vzable. We may use such feedback for any purpose without restriction or compensation to you.
• Confidentiality: You agree not to disclose any information about Beta Features to any third party without Vzable’s prior written consent, unless such information is publicly available.
• Limitation of Liability: You assume all risks arising from your use of Beta Features. To the maximum extent permitted by law, Vzable will not be liable for any damages arising out of or related to your participation in beta testing.

By using Beta Features, you agree to comply with this section and all other applicable terms and policies.

Pilot and Evaluation Access

From time to time, Vzable may grant Users access to the Platform on a pilot, trial, evaluation, or other limited basis (“Pilot Access”), which may be offered at no charge or at a reduced fee. Pilot Access may be subject to a defined evaluation period communicated by Vzable at or before the time of activation (the “Pilot Period”). If no Pilot Period is specified, the Pilot Period shall be thirty (30) days from the date of account activation. By accepting Pilot Access, you acknowledge and agree to the following:

Evaluation Purposes Only. Pilot Access is provided solely for the purpose of evaluating the Platform and its suitability for your needs. Pilot Access does not constitute a commitment by Vzable to provide ongoing access, enter into a commercial agreement, or offer any particular pricing or terms following the Pilot Period.

As-Is; No Warranties. The Platform provided under Pilot Access is offered on an “as-is” and “as-available” basis, without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, availability, accuracy, or non-infringement. Vzable makes no guarantees regarding the performance, completeness, stability, or continued availability of the Platform during the Pilot Period and disclaims all warranties to the maximum extent permitted by law.

Limitation of Liability During Pilot. Notwithstanding any other provision of these Terms, if no fees (or only nominal fees) have been paid in connection with Pilot Access, Vzable’s total aggregate liability to you for all claims arising out of or related to the Pilot Access shall not exceed one thousand U.S. dollars ($1,000). This liability floor applies in lieu of any fee-based liability cap that would otherwise result in a cap of zero or a nominal amount.

Expiration and Termination. Pilot Access will expire automatically at the end of the Pilot Period unless Vzable, in its sole discretion, extends the Pilot Period in writing or the parties enter into a paid subscription. Either party may terminate Pilot Access at any time, for any reason, by providing written notice (including by email) to the other party. Upon expiration or termination of Pilot Access, your right to access and use the Platform under the Pilot Access will cease immediately.

Data Export and Disposition. You are solely responsible for exporting or retrieving any data, User Content, or Survey results from the Platform prior to the expiration or termination of the Pilot Period. Following expiration or termination, Vzable may delete all data associated with the Pilot Access accounts without further notice or liability. Vzable is not obligated to maintain, return, or provide copies of any data after the Pilot Period ends.

Feedback, Usage Data, and Insights. All feedback, suggestions, observations, usage patterns, and evaluation insights generated during the Pilot Period are deemed non-confidential and non-proprietary, and you assign to Vzable all rights therein. Vzable may use such feedback and data for any purpose, including to improve and enhance the Platform, without restriction, attribution, or compensation to you. This is in addition to, and does not limit, Vzable’s rights under the Feedback and De-Identified and Aggregated Data sections of these Terms.

No Post-Pilot Obligation. Vzable has no obligation to (i) continue providing access to the Platform following the Pilot Period, (ii) offer you or your Organization a paid subscription or commercial terms, (iii) maintain any particular pricing, feature set, or service level, or (iv) migrate Pilot Access data into a paid subscription unless separately agreed in writing.

Relationship to Other Terms. Except as expressly modified by this section, all other provisions of these Terms apply to Pilot Access in full. In the event of a conflict between this section and any other provision of these Terms, this section shall control with respect to Pilot Access.

Acceptable Use Policy

Your permission to use the Platform is conditioned upon the following restrictions: You agree that you will not under any circumstances:

• post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
• use the service for any unlawful purpose or for the promotion of illegal activities;
• attempt to, or harass, abuse or harm another person or group;
• use another user’s account without permission;
• provide false or inaccurate information or impersonate another person when registering an account;
• interfere or attempt to interfere with the proper functioning of the Platform;
• make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
• use the Platform or any of its contents to advertise or solicit, for any commercial purpose or to compete, directly or indirectly, with our Platform;
• bypass any robot exclusion headers or other measures we take to restrict access to the Platform or use any software, technology, or device to scrape, spider, or crawl the Platform or harvest or manipulate data; or
• publish or link to malicious content intended to damage or disrupt another user’s browser or computer.

Feedback

If you provide us any feedback or suggestions regarding the Platform (“Feedback”), you assign to us all rights in the Feedback and agree that we will have the right to use the Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

Indemnity

You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Platform, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your creation or management of any Learner Profile, including any failure to obtain required consents for any Learner. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Links to Other Sites and/or Materials

Third Party Sites, and Third-Party Content. As part of the Platform, we may provide you with convenient links to third party website(s) (“Third-Party Sites”) as well as content or items belonging to or originating from third parties such as applications, software, or content (collectively the “Third-Party Content”).  Users may also include links to their website or other Third-Party Sites on their listings. These links are provided as a courtesy to Users. We have no control over Third-Party Sites and Third-Party Content or the promotions, materials, information, goods or services available on these Third-Party Sites or Third-Party Content. If you decide to leave the Platform and access the Third-Party Sites or to use or install any Third-Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform or relating to any applications you use or install from the site.

Release. You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Platform users or Third Party Sites, and Third-Party Content. YOU KNOWINGLY AND VOLUNTARILY WAIVE ANY PROTECTION THAT YOU MIGHT HAVE BY VIRTUE OF ANY LAW OR STATUTE PROVIDING THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY IT, WOULD HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE RELEASED PARTY.

Warranty Disclaimers

THE PLATFORM IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE PLATFORM: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES WILL BE TO YOUR SATISFACTION.

Vzable makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Access to this site from countries or territories where such access is illegal is prohibited. Those who choose to access this Platform outside the United States do so on their own initiative and are responsible for compliance with local laws.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation on Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA RESULTING THEREFROM.

IN NO EVENT WILL VZABLE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNTS PAID TO VZABLE BY YOU IN THE PRIOR 3 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Copyright Policy

We respect the intellectual property of others and ask that Users of our Platform do the same. In connection with our Platform and in accordance with the Digital Millennium Copyright Act’s (“DMCA”), we have adopted and implemented a policy respecting copyright laws that provide for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users of our Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of our Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

• your physical or electronic signature;
• identification of the copyrighted work(s) that you claim to have been infringed;
• identification of the material on our Platform that you claim is infringing and that you request us to remove;
• sufficient information to permit us to locate such material;
• your address, telephone number, and e-mail address;
• a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Our designated Copyright Agent is:

Pathwise, LLC d/b/a Vzable

Attn: Copyright Compliance Department

Email: info@vzable.com

Counter Notice Procedures 

If you receive a notification from Vzable that material made available by you on or through the Platform has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Vzable with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to our Copyright Agent through one of the methods identified above, and include substantially the following information:

• A physical or electronic signature of the subscriber;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Vzable may be found, and that the subscriber will accept service of process from the person who provided notification above or an agent of such person.

Term and Termination.

Subject to this Section, these Terms will remain in full force and effect while you use the Platform. We may (a) suspend your rights to use the Platform (including your Account) or (b) terminate these Terms, at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of these Terms, your Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Account involves deletion of your user content from our live databases. We will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Account. Upon termination of these Terms, all of the provisions will terminate except those that by their nature should survive.

Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND VZABLE HAVE AGAINST EACH OTHER ARE RESOLVED.

You and Vzable agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of our these Terms, your use of or access to the Platform, or any products or services sold or purchased through the Platform, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

Choice of Law. These Terms are made under and will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles that provide for the application of the law of another jurisdiction.

Claim Limitations. You agree that any cause of action arising out of or related to the Platform must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Agreement to Arbitrate

You and Vzable each agree that any and all disputes or claims that have arisen or may arise between you and Vzable relating in any way to or arising out of this or previous versions of these Terms, your use of or access to Vzable’s Platform, or any products or services sold, offered, or purchased through our Platform will be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court in Chicago, Illinois, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to Arbitrate.

The arbitration will be conducted by JAMS Arbitration (“JAMS”) under its applicable rules and procedures, as modified by this agreement to Arbitrate. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes.

Your rights will be determined by a neutral arbitrator and not a judge or jury. You understand that arbitration procedures can be more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review in court. 

You and we must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) the arbitrator will honor claims of privilege and privacy recognized at law; (d) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (e) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (f) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.

With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Chicago, Illinois.

General

Changes to Terms. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on the Platform. Any significant changes to these Terms will be effective 30 days after posting such notice. Continued use of our Platform following notice of such changes will indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

Copyright/Trademark Information. Copyright © 2026 Pathwise LLC. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party that may own the Marks.

Contact Information:

Vzable
Email: info@vzable.com

Last Updated May 13, 2026