Terms & Conditions

Pathpal Inc. Effective Date: May 11, 2026

1. Introduction and Acceptance of Terms

Welcome to Pathpal. These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Pathpal Inc. ("Pathpal," "we," "our," or "us"), governing your access to and use of the Pathpal application, website, and all related services (collectively, the "Services").

By creating an account, accessing, or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use our Services.

If you are using the Services on behalf of an employer or organization, you represent that you have the authority to bind that organization to these Terms.

2. About Pathpal

Pathpal Inc. is a workplace grief and wellbeing support platform headquartered in Toronto, Ontario, Canada. Our Services include peer-led communities, AI-facilitated workshops, live professional-led workshops, on-demand resources, and HR analytics tools designed to support employees navigating grief and loss in the workplace.

Contact Information: Pathpal Inc. Toronto, Ontario, Canada Email: support@mypathpal.com Website: mypathpal.app

3. Eligibility

To use our Services, you must:

• Be at least 18 years of age

• Have the legal capacity to enter into a binding agreement

• Not be prohibited from using the Services under applicable law

• Provide accurate, complete, and current account information

Our Services are not intended for individuals under the age of 18. If you become aware of any unauthorized use of our Services by a minor, please contact us immediately at support@mypathpal.com.

4. Account Registration and Security

4.1 Account Creation

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, truthful, and complete information during registration

• Keep your account information current and up to date

• Maintain the confidentiality of your login credentials

• Notify us immediately of any unauthorized access to your account at support@mypathpal.com

4.2 Account Responsibility

You are solely responsible for all activity that occurs under your account. Pathpal will not be liable for any loss or damage arising from unauthorized use of your account where you have failed to keep your credentials secure.

4.3 Account Termination by User

You may close your account at any time by contacting us at support@mypathpal.com. Upon account closure, your personal data will be handled in accordance with our Privacy Policy.

5. Services Description

5.1 AI-Facilitated Workshops

Pathpal offers private 1:1 and group workshops facilitated by AI personas ("AI Facilitators") including Sage, Rowan, and Ember. These workshops are designed to provide a supportive space for employees navigating grief and loss. AI Facilitators are powered by third-party artificial intelligence technology and are not licensed therapists, counselors, psychologists, or mental health professionals.

5.2 Live Workshops

Pathpal offers workshops facilitated by human professionals ("Live Workshops"). These sessions are led by qualified grief professionals and are subject to separate scheduling and availability.

5.3 On-Demand Resources

Pathpal provides a library of educational content, guides, and resources related to grief, bereavement, and workplace wellbeing.

5.4 HR Analytics

For employer accounts, Pathpal provides aggregated and anonymized workforce wellbeing analytics. Individual user data is never disclosed to employers without explicit user consent.

5.5 Peer Communities

Pathpal may offer peer-led community features where users can connect with others navigating similar experiences.

6. Not a Medical or Mental Health Service

IMPORTANT — PLEASE READ CAREFULLY

Pathpal is a wellbeing support platform, not a medical, psychiatric, psychological, or mental health treatment service. The Services are not a substitute for professional medical advice, diagnosis, or treatment.

• AI Facilitators are not licensed therapists, counselors, or mental health professionals

• Content provided through our Services is for informational and supportive purposes only

• Nothing communicated through our Services constitutes medical advice or a therapeutic relationship

• Pathpal does not provide crisis intervention services

If you are experiencing a mental health emergency or are in crisis, please contact emergency services (911) or a crisis helpline immediately. Crisis resources are available within the Pathpal application at all times.

7. Service Availability and Service Level Agreement (SLA)

7.1 Availability Targets

Pathpal strives to maintain reliable platform availability and performance. Our target service availability levels are as follows:

7.2 Exclusions

Service availability targets exclude downtime resulting from:

• Scheduled maintenance: We will provide reasonable advance notice of planned maintenance windows

• Third-party provider outages: Including but not limited to AWS, Stripe, Zoom, LiveKit, Deepgram, Anthropic, and ElevenLabs

• Force majeure events: Including natural disasters, acts of government, civil unrest, pandemics, or other events beyond our reasonable control

• User-caused issues: Including misconfigured integrations, unauthorized access attempts, or actions by the user

• Internet or network issues: Outside of Pathpal's direct control

7.3 Maintenance

We will endeavor to perform scheduled maintenance during off-peak hours and provide at least 48 hours advance notice where possible. Emergency maintenance may be performed without prior notice where necessary to protect the security or integrity of the platform.

7.4 Service Credits

For employer accounts operating under a separate Master Services Agreement, service credit provisions will be governed by the terms of that agreement. Individual user accounts are not entitled to financial compensation for service unavailability unless otherwise required by applicable law.

7.5 Third-Party Dependencies

Pathpal's Services rely on third-party providers including Stripe for payment processing and Zoom for certain workshop sessions. Availability of these components is subject to the respective service level agreements of those providers. Pathpal is not liable for outages or performance degradation caused by third-party providers.

8. Employer Accounts and B2B Terms

8.1 Employer Responsibilities

If you are an employer or organization providing Pathpal as a benefit to your employees, you agree to:

• Provide accurate employee eligibility information

• Ensure employees are informed of and agree to these Terms and our Privacy Policy

• Use HR analytics data solely for legitimate workforce wellbeing purposes

• Not use aggregated data to identify, target, or take adverse action against individual employees

8.2 Per Employee Per Month (PEPM) Pricing

Employer accounts are billed on a per employee per month basis as agreed in your applicable order form or Master Services Agreement. Fees are payable in advance and are non-refundable except as expressly set out in your agreement.

8.3 Covered Lives

Billing is based on the number of covered lives as defined in your order form. You are responsible for notifying Pathpal of material changes to your covered employee population.

9. Payments and Billing

9.1 Payment Processing

Payments are processed securely through Stripe. By providing payment information, you authorize Pathpal to charge the applicable fees to your chosen payment method. Pathpal does not store full payment card details.

9.2 Recurring Billing

Where you have set up a recurring session or subscription, you authorize Pathpal to charge your payment method on a recurring basis until you cancel. You may cancel recurring billing at any time through the app or by contacting support@mypathpal.com.

9.3 Refunds

Fees paid are generally non-refundable except where required by applicable law or as expressly stated in your order confirmation. If you believe you have been charged in error, please contact support@mypathpal.com within 30 days of the charge.

9.4 Price Changes

We reserve the right to change our pricing at any time. For individual users, price changes will be communicated with at least 30 days advance notice. For employer accounts, pricing changes are governed by your applicable agreement.

10. Acceptable Use

10.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms. You agree to use the Services in good faith and in a manner consistent with their intended purpose as a grief and wellbeing support platform.

10.2 Prohibited Conduct

You agree not to:

• Use the Services for any unlawful, harmful, or fraudulent purpose

• Impersonate any person or entity or misrepresent your affiliation

• Upload, transmit, or share content that is defamatory, obscene, threatening, or harassing

• Attempt to gain unauthorized access to any part of the Services or any other system

• Reverse engineer, decompile, or attempt to extract the source code of our platform

• Scrape, crawl, or systematically extract data from the Services without prior written consent

• Interfere with or disrupt the integrity or performance of the Services

• Use the Services to collect or harvest personal information about other users

• Share your account credentials with any third party

• Use the Services in any way that could harm, exploit, or endanger other users

10.3 Content Standards

Any content you submit or share through the Services must not:

• Violate any applicable law or regulation

• Infringe any intellectual property, privacy, or other rights of any person

• Contain personally identifiable information about third parties without their consent

• Constitute spam, unsolicited communications, or advertising

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11. Intellectual Property

11.1 Pathpal's Intellectual Property

All content, features, functionality, software, designs, trademarks, trade names, and materials available through our Services — including the AI Facilitator personas Sage, Rowan, and Ember — are owned by or licensed to Pathpal and are protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.

11.2 User Content

You retain ownership of any content you submit or share through the Services ("User Content"). By submitting User Content, you grant Pathpal a non-exclusive, worldwide, royalty-free license to use, store, and process that content solely to the extent necessary to provide the Services to you.

11.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant Pathpal the right to use that feedback without restriction or compensation to you.

12. AI Facilitator Personas

12.1 Nature of AI Facilitators

The AI Facilitator personas (Sage, Rowan, Ember, and any future personas) are fictional characters created by Pathpal. They are powered by artificial intelligence and do not represent real individuals. Any resemblance to real persons is coincidental.

12.2 Limitations of AI

AI Facilitators may occasionally produce inaccurate, incomplete, or inappropriate responses. You acknowledge that:

• AI-generated responses are not a substitute for professional advice

• AI Facilitators cannot replace human judgment in complex emotional situations

• Pathpal is continuously improving its AI systems and responses may vary between sessions

12.3 Session Data

Pre-session responses and session content may be used to personalize your experience and improve our AI systems in accordance with our Privacy Policy.

13. Third-Party Services and Links

Our Services may integrate with or link to third-party services including Google Calendar, Microsoft Outlook, Zoom, and Stripe. Your use of third-party services is governed by their respective terms and privacy policies. Pathpal is not responsible for the practices, availability, or content of any third-party services.

14. Disclaimers and Limitation of Liability

14.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PATHPAL DISCLAIMS ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PATHPAL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE, OR LOSS OF GOODWILL, EVEN IF PATHPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PATHPAL'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO PATHPAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14.3 Essential Basis

THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A FAIR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PATHPAL. PATHPAL WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.

15. Indemnification

You agree to indemnify, defend, and hold harmless Pathpal, its officers, directors, employees, advisors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services in violation of these Terms

• Your User Content

• Your violation of any applicable law or the rights of any third party

• Any misrepresentation made by you

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16. Termination

16.1 Termination by Pathpal

Pathpal reserves the right to suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or pose a risk to other users or the platform.

16.2 Effect of Termination

Upon termination, your right to access and use the Services will immediately cease. Provisions of these Terms that by their nature should survive termination will continue to apply, including Sections 11, 14, 15, and 18.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

17.2 Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, it shall be submitted to binding arbitration in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario).

17.3 Class Action Waiver

To the fullest extent permitted by applicable law, you agree to resolve disputes with Pathpal on an individual basis only and waive any right to participate in a class action lawsuit or class-wide arbitration.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable order forms or Master Services Agreements, constitute the entire agreement between you and Pathpal with respect to the Services and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

18.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision in the future.

18.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. Pathpal may assign these Terms in connection with a merger, acquisition, or sale of assets.

18.5 Notices

Notices to Pathpal should be sent to support@mypathpal.com. We may provide notices to you via email, in-app notification, or by posting to our website.

19. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of this document

• Notify you by email or in-app notification at least 14 days before changes take effect

• Obtain your consent where required by applicable law

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and may close your account.

20. Contact Us

For questions, concerns, or notices regarding these Terms, please contact:

Pathpal Inc. Toronto, Ontario, Canada Email: support@mypathpal.com Website: mypathpal.app

These Terms & Conditions were prepared for Pathpal Inc. and should be reviewed by qualified legal counsel before publication. This document does not constitute legal advice.

© 2026 Pathpal Inc. All rights reserved.