Terms of Service

Effective November 14th, 2017

Last Modified: June 27th, 2024

Welcome to Paloma®. Paloma® is an online platform that facilitates the online sales process between online retailers (“Sellers”) and buyers (“Buyers”) (collectively, the “Services”). Paloma® provides the Services and related sales tools through the use of our website at www.getpaloma.com and our mobile applications (collectively, the “Sites”) and directly to Buyers through our Sellers’ social media sales channels, the Sites, and by email. Please read on carefully to learn the rules and restrictions that govern your use of our Sites and Services. Please note that your use of or access to the Sites and/or Services are subject to these Terms of Service (the “Terms”); by using the Sites and/or Services you accept and agree to be bound and abide by these Terms and our Privacy Policy (“Privacy Policy”), incorporated herein by reference. If you do not agree to all of these Terms and/or the Privacy Policy, you may not use or access the Sites in any manner. If you have any questions, comments, or concerns regarding these terms or the Sites, please contact us at hello@getpaloma.com, 169 Madison Ave #2050, New York NY 10016.

These Terms are a binding contract between you and Paloma Works PBC, d/b/a Paloma® (“Paloma®,” “we” and “us”). Your use of the Sites and the Services may also be governed by and subject to third-party terms of service and privacy policies (the “Third-Party Terms”), such as Stripe and Instagram. To the extent you access the Services through or in connection with the any third-party platform, you hereby agree to abide and be bound by all of the terms of service of such platform and the restrictions and obligations placed upon you buy any such terms are hereby incorporated in their entirety. You are solely responsible and liable for complying with all Third-Party Terms.

You must agree to and accept all of the Terms, or you don’t have the right to use the Sites or Services. Your use of the Sites and/or Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Sites and Services. These Terms include the provisions in this document, as well as those in the Privacy Policy and Cookie Policy which are hereby incorporated by reference.

Basics of using Paloma

To access the Sites and the Services, you will be required to select an email address to associate with your Paloma® account and create a password in order to log in to your account. To use all of the features of the Sites, you will also be required to link your Paloma® account with a specific Facebook and Instagram Professional Page. You agree to provide us with accurate, complete, and updated registration information about yourself. You may not transfer your account to anyone else without our prior written permission. It is a condition of your use of the Sites and the Services that all the information you provide on the Sites is correct, current, and complete. You agree that all information you provide to register with the Sites or otherwise in connection with the Sites including, but not limited to, through the use of any interactive features on the Sites or through your use of the Services, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You represent and warrant that you are of legal age to form a binding contract and at least 18 years old. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Sites and Services for your own internal, non-commercial use, and only in a manner that complies with all laws that apply to you, except that Sellers may use the Services to facilitate the online sale of goods with Buyers. Any other commercial use of the Site or the Services is strictly prohibited. If your use of the Sites or Services is prohibited by applicable laws, then you aren’t authorized to use them. We are not responsible for your use of the Sites or Services in a way that breaks the law. You are responsible for both: (a) making all arrangements necessary for you to have access to the Sites and (b) ensuring that all persons who access the Sites through your internet connection are aware of these Terms and comply with them.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You represent, warrant, and agree that you will not use the Site or Services or contribute any User Submission (each of those terms is defined below), in any manner that:

A violation of any of the foregoing is grounds for termination of your right to use or access the Sites and may, at the sole discretion of Paloma®, result in a report to the relevant enforcement authorities. We are under no obligation to accept any individual, company or organization as a registered user, and may accept or reject any such registration in our sole and complete discretion. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms, including any Additional Terms (defined below).

Intellectual Property

The Sites and the Services and each of their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Paloma®, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The materials displayed or performed or available on or through the Sites or the Services, including, but not limited to, User Submissions, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Sites and the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Paloma®'s) rights. If you become aware of any User Submission that violates these Terms, you must notify us immediately so that we may take appropriate action to address such violation.

You understand that Paloma® owns the Sites. You won’t distribute, modify, publish, transmit, participate in the transfer or sale of, reproduce, download, store (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Sites. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Sites in breach of the Terms of Use, your right to use the Sites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Sites or the Services or any content in or on the Sites or Services is transferred to you, and all rights not expressly granted are reserved by the Paloma®. Any use of the Sites or Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

The Sites may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply; they do!

Trademarks

The name “Paloma”, the Paloma® trademark and the Paloma® logo and all related names, logos, product and service names, designs, and slogans are trademarks of Paloma® or its affiliates or licensors. You must not use such marks without the prior written permission of Paloma®. All other names, logos, product and service names, designs, and slogans on the Sites or incorporated into the Sites are the trademarks of their respective owners.

In order to provide the Services and market the Site and the Services, you grant us certain rights in User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Paloma® a license to display, perform, distribute, translate, modify (for technical purposes, for example making sure your content is viewable on an smartphone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Sites and Services. This is a license only; your ownership in User Submissions is not affected. You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. Your “User Submission” is anything (i) you provide us with access to through your account, including your Personal Data (as defined in the Privacy Policy) and information related to any sale of goods facilitated by the Site or Services such as description, price and quantity of such goods, (ii) any other material that you create, upload, store, or otherwise provide through the Sites or the Services, and (iii) any content provided by you or your Buyers in conversations monitored and/or managed by the Site or Services.

Finally, you understand and agree that Paloma®, in performing the required technical steps to provide the Sites and Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Feedback

We encourage and welcome feedback regarding the Site or Services, such as requests for new features, comments about the performance of current features, or any other comment or suggestion. If you provide Paloma® with any comments, questions, suggestions, or other feedback relating to the Site or Services (“Feedback”), you hereby grants Paloma® a non-exclusive, royalty-free and fully paid-up license to use and exploit all Feedback and Paloma® may freely use the Feedback without the need to pay compensation for any use of such Feedback.

How to report copyright infringement

We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; review our complete Copyright Dispute Policy and learn how to report potentially infringing content.

Who is responsible for what I see and do on the Sites?

You are responsible for all User Submissions, and you represent and warrant you have all right to provide all User Submissions you provide in connection with the Site or Services. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Sites and Services.

The Sites and/or Services may contain links or connections to third party websites or services that are not owned or controlled by Paloma®. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Paloma® is not responsible for such risks. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. We encourage you to be aware when you leave the Sites and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Paloma® has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Sites or Services. In addition, Paloma® will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Sites and Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with Sellers, Buyers, or any other organizations and/or individuals found on or through the Sites and/or the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Paloma® shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between you and any third party, you agree that Paloma® is under no obligation to become involved, and you release Paloma®, its officers, directors, shareholders, employees, agents, and successors from any and all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Sites and/or the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

The Sites and Services and these Terms are not intended to provide, and should not be relied on for, tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors before engaging in any transactions utilizing the Sites and/or Services. Your transactions on the Site or through the Services may require that you withhold and pay sales taxes, use taxes, employment taxes or other fees related to such sale. Paloma® does not track any tax requirements or withhold any required taxes from any transaction facilitated by the Site or Services. YOU ARE SOLELY RESPONSIBLE TO WITHHOLD AND PAY ALL REQUIRED TAXES RELATED TO YOUR ACTIVITY ON THE SITE OR IN CONNECTION WITH THE SERVICES. IN NO EVENT SHALL PALOMA® BE LIABLE FOR ANY CLAIMS, LOSSES OR LIABILITIES RELATED TO OR IN CONNECTION WITH YOUR TAX OBLIGATIONS IN CONNECTION WITH YOUR USE OF THE SITES OR SERVICES OR ANY TRANSACTIONS ENGAGED IN BY YOU IN CONNECTION THEREWITH.

Changes to the Sites

We’re always trying to improve the Sites, so they may change over time. We may suspend or discontinue any part of the Sites, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Sites. We’ll try to give you notice when we make a material change to the Sites that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Sites at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice. We may update the content on the Sites from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Sites may be out of date at any given time, and we are under no obligation to update such material.

Payment of Fees

You agree to pay all applicable fees for the Services, including (i) the fee applicable to your Services plan (the “Plan”), (ii) the transaction fee stated in your Plan which shall be a percentage calculated based on the aggregate value of such transaction (including shipping and tax charges) plus a fixed per-transaction fee. You also agree to pay and take full responsibility for all applicable third-party service fees, such as fees collected by Stripe in connection any your transactions (collectively, the “Self-Service Fees”). In certain circumstances, depending on the Seller’s terms with Paloma® and Stripe, Paloma® may receive the transaction funds when a Buyer places an order utilizing our Services and Paloma® will then collect the fees owed to Paloma® and promptly remit the net amount of the transaction funds to you.

What if I want to stop using Paloma®?

You’re free to stop using the Sites at any time; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Sites. You may also choose to deactivate or delete your account by contacting us at support@getpaloma.com.

Account Deactivation. Deactivating your Paloma® account is a temporary action which may limit or restrict your access or use of the Sites or Services. If you elect to deactivate your account, we will not remove or destroy any Content, User Submissions, Personal Data (as defined in our Privacy Policy), and any other data associated with you or your account; however, we will disable and remove your connections and integrations to third-parties, such as Facebook, Instagram, Stripe, and Shippo. If you would like to restore full access or use of our Sites or Services, you may re-activate your Paloma® account at any time in your account settings or by contacting us at support@getpaloma.com. Reactivation may require that you reconnect your third-party accounts. When you deactivate your account, we will no longer collect data from any End Customers or Prospective Customers (as defined in the Privacy Policy).

Account Deletion. Deletion of your Paloma® account is a permanent action that cannot be reversed, so keep that in mind before you decide to delete your account. If you elect to delete your Paloma® account, then we will make reasonable efforts to remove or destroy any Content or User Submissions associated with your account, your Personal Data, and any other data associated with you or your account from the Sites and Services. Notwithstanding the foregoing, you acknowledge and understand that caching or reference to such data may not result in the complete removal or destruction of such data. We will try to provide advance notice to you before deleting your Paloma® account so that you have an opportunity to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Paloma®.

Paloma® is also free to terminate (or suspend access to) your use of the Sites or your account, for any reason in our discretion, including without limitation your breach of these Terms or any Additional Terms. Paloma® has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms or the Additional Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Paloma®.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

Geographic Restrictions

The owner of the Sites is based in the United States. We provide the Sites for use only by Sellers located in the United States. We make no claims that the Sites or any of their content is accessible or appropriate outside of the United States. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Other Terms and Conditions

Additional terms and conditions may also apply to specific portions, services, or features of the Sites (“Additional Terms”). All such Additional Terms and conditions are hereby incorporated by this reference into these Terms.

Other Provisions

Confidentiality; Proprietary Information. Either Paloma® or Sellers (each a “Disclosing Party”) may disclose certain non-public information (“Proprietary Information”) to the other party that is either Paloma® or Seller (the “Receiving Party”) in connection with your use of the Sites and/or Services. Proprietary Information of Paloma® includes non-public information regarding features, functionality and performance of the Sites and Services or that reveals Paloma’s business plans, internal business operations, or any trade secrets. Your Proprietary Information is any non-public data, information and materials provided by you to Paloma® (directly, via the use of third-party services, or otherwise) that reveals your business plans, internal business operations, or conversations between you and your End Customers or Prospective Customers (as each is defined in the Privacy Policy)(“Your Information”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance, development or improvement of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

Paloma® shall have the right (a) solely during the term hereof to collect and utilize Your Information for the purposes of (i) performing Paloma’s obligations hereunder and (ii) providing, developing, and improving the Services, and (b) to collect, generate and analyze Resultant Data (as hereinafter defined) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Paloma® offerings. Paloma® may also use Resultant Data to provide recommendations and other aggregated market statistics so long as such Resultant Data does not disclose Proprietary Information and does not identify any individual in connection with such Resultant Data. As used herein, the term “Resultant Data” shall mean data and information related to or derived from your and your end-users’ use of the Services that is aggregated (or kept in other de-identified form) and anonymized in such form that it does not identify you, any of your end users, or any individual person. Paloma® may use Resultant Data during and after the term hereof solely in connection with Paloma’s business, including to compile statistical and performance information related to the provision, use, performance and operation of various aspects of the Services and related systems and technologies.

By using the Services as a Seller, you agree that Paloma® may publish or otherwise disclose your Instagram handle, Instagram avatar, and your business name (your “Business Profile”) in a customer list or otherwise in connection with the marketing of Paloma’s services, and you hereby grant a license to your intellectual property to extent required to allow Paloma® to use your Business Profile for such purposes until such time that you no longer maintain a Paloma® Seller account. Subject to your prior written approval with respect to each such instance of such use, Paloma® may publish a case study (a “Case Study”) featuring your User Submissions, including your branding, social medial presence, shopping experience, public posts, public stories, or public live posts, as well as performance metrics related to your use of the Services. A Case Study may include your Personal Information (as defined in the Privacy Policy), but will obscure or otherwise de-identify any Personal Information for your Buyers. When you consent to be included in a Case Study, you grant to Paloma® a fully paid-up, worldwide, non-exclusive, nontransferable, royalty-free license during any period in which you are utilizing the Sites, Software and/or Services to use your name or any trademark, service mark, trade name, trade dress, logo or other intellectual property related to the same, including without limitation the avatar from your Instagram page, your Instagram handle, your Instagram page name and your store/business name, and the goodwill associated therewith, solely in connection with the sale, advertising, marketing and promotion of the Sites, Software and/or Services.

Warranty Disclaimer. Neither Paloma® nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Sites or Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Sites or Services. Any report on sales, returns, income, profits, or other financial information is provided for convenience only as a general summary of activity and may not be up to date or accurate as of the date requested and as such are not for the purpose of preparing taxes, financial planning, or any other purpose and all amounts must be reviewed and verified by Seller’s accountants and tax advisors. THE SITES, SERVICES AND CONTENT ARE PROVIDED BY PALOMA® (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PALOMA® (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO PALOMA® IN CONNECTION WITH THE SERVICES (IF ANY) IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you deem necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. YOU AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS. If there is a dispute between you and any third party, you agree that Company is under no obligation to become involved, and YOU RELEASE THE COMPANY, ITS OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR , EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICES. You hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Restrictions on the Use of the Site and Services. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Sites, the Services, or any software, documentation or data related to the Services (collectively, the “Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Paloma® in writing or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. Further, You may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. You represent, covenant, and warrant that you will use the Services only in compliance with Paloma’s standard published policies then in effect, if any (the “Policy”) and all applicable laws and regulations. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Paloma®, its affiliates, officers, directors, shareholders, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees and court costs) arising from or in any way related to (a) your use of the Sites, Software or the Services (including any actions taken by a third party using your account), including, but not limited to, any sale facilitated by the Site or Services, your User Contributions, any use of the Sites' Content, services, and products other than as expressly authorized in these Terms, and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your account on the Sites, in any way (by operation of law or otherwise) without Paloma®’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent at any time.

Choice of Law; Arbitration. All matters relating to the Sites, the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction), and shall be finally settled in New York City, New York, in English, in accordance with the Judicial Arbitration and Mediation Services, Inc. ("JAMS") Streamlined Arbitration Rules and Procedures then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, New York County, New York. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND PALOMA® ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Sites and/or the Services, provided that Paloma® may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Paloma® agree that these Terms, our Privacy Policy, our Cookie Policy and, with respect to subscribers to the Services, , and, with respect to parties receiving consulting or other Services, and any additional agreements You may enter into with the Company in connection with the Services, constitute the sole and entire agreement between you and Paloma® regarding the Sites and the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Sites and/or the Services. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Paloma®, and you do not have any authority of any kind to bind Paloma® in any respect whatsoever. You and Paloma® agree that, other than the indemnified parties set forth in the section of these Terms entitled “Indemnity”, there are no third-party beneficiaries intended under these Terms.

Contact Us

You can reach us at hello@getpaloma.com

Please reach out at any time with questions!

© 2021, Paloma®