Terms of Service

Effective November 14th, 2017

Last Modified: April 4th, 2022

Welcome to Paloma®. Paloma® is an online platform that allows organizations to easily build and manage audiences and content through messaging channels. We provide consulting and other services, software/SaaS services, and/or other products (collectively, the “Services”) through the use of our website at www.getpaloma.com and our applications (collectively, the “Sites”). 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, 245 8th Avenue #1050, New York NY 10011.

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 is also governed by and subject to the Facebook Platform Policies and Facebook Commerce Product Merchant Agreement, which are hereby incorporated by reference and are a part of these Terms. You are solely responsible and liable for complying with the Facebook Platform Policies and Facebook Commerce Product Merchant Agreement. If you are using the Sites and Services in conjunction with any websites or services that are not owned or controlled by Paloma, then your use of the Sites and Services is also governed by and subject to the terms of service and other policies governing such websites and services, as applicable, and you agree to comply with such third party terms and policies as if such terms and policies were incorporated herein and made a part of these 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 Copyright Dispute Policy, which are hereby incorporated by reference.

Changes to these Terms and to the Sites and/or Services

We are constantly trying to improve our Sites and Services, so these Terms may need to change along with the Sites and Services. We reserve the right to change the Terms at any time in our sole discretion, but if we do, we will bring it to your attention by placing a notice on the getpaloma.com website or by sending you an email. All changes are effective immediately when we post them and apply to all access to and use of the Sites and Services thereafter. Notwithstanding the foregoing, any changes to the dispute resolution provisions set out in “Choice of Law; Arbitration” will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Sites.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Sites and the Services. If you use the Sites or Services in any way after a change to the Terms is effective, that means you agree to all of the changes. You are expected to check this page from time to time, as these changes are binding on you. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13, and in fact, we do not allow users under the age of 18. If you are under the age of 13, please do not attempt to send any personal information about yourself to us. Furthermore, you must be at least 18 in order to register on the Sites. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at hello@getpaloma.com. Furthermore, you agree not to collect information via the Sites or the Services from any child under the age of 13.

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. You will also be required to link your Paloma® account with a specific Facebook business 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 you may create Conversations using the Sites and Services and exploit and commercialize the Conversations you have built. 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 using 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 contribute any Content, Conversation or User Submission (each of those terms is defined below) or otherwise use the Sites or Services in a manner that:

A violation of any of the foregoing is grounds for termination of your right to use or access the Sites. Unless you have executed an order form to subscribe to our Services, 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 those applicable to the subscription to or use of our SaaS services as set forth herein or in any other contract signed by both you and us (as applicable) related to such use (collectively, the “SaaS License Terms”).

The Services

If you subscribe to or otherwise utilize our SaaS Services, in addition to the terms and conditions of these Terms, your use of the Sites and our SaaS Services is also governed by the SaaS License Terms. Paloma may terminate the provisions or rights set forth in the SaaS License Terms in accordance with the terms hereof and thereof. In the event of a conflict between these Terms and the SaaS License Terms, the SaaS License Terms shall govern. If you receive our consulting or other Services, in addition to the terms and conditions of these Terms, your use of the Sites and such consulting and/or other Services is also governed by any written agreement that you may enter into with us with respect to such use and/or Services.

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 the 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.

Anything you create, upload, store, or otherwise provide through the Sites or the Services, including any Conversations you create and/or communicate with through the Sites or the Services, is your “User Submission.” The materials displayed or performed or available on or through the Sites or the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, 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.

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 display your User Submissions on the Sites, you grant us certain rights in those 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, sublicenseable, irrevocable, and worldwide.

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.

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?

We aren’t liable for any errors or omissions in any Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Sites and/or Services. We can’t guarantee the identity of any audience members with whom you interact in using the Sites or Services.

You are responsible for all Content you contribute, in any manner, to the Sites and Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. 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 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.IN NO EVENT SHALL PALOMA BE LIABLE FOR ANY CLAIMS, LOSSES OR LIABILITIES RELATED TO OR IN CONNECTION WITH YOUR TAX MANAGEMENT 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) with respect to subscribers to our SaaS Services who have elected a paid subscription to our SaaS Services, the subscription fee applicable to such subscriber’s subscription as set forth in (x) the SaaS License Terms or any other written agreement entered into between you and Paloma or (y) your online selection at the time of sign up, and (ii) with respect to subscribers and other users of our SaaS Services to which a paid subscription fee does not apply as set forth in clause (i) above, you agree to pay (a) a fee on each transaction consummated utilizing our Services in the amount of 4.9% of the aggregate value of such transaction (including shipping and tax charges) plus $0.30 per each such transaction and (b) all applicable third-party service fees (collectively, the “Self-Service Fees”). For the sake of clarity, with respect to the users described in clause (ii) above, Paloma will receive the transaction funds when your consumer places an order utilizing our Services and Paloma will then collect the Self-Service Fees and remit the net amount of the transaction funds to you within four (4) business days of the transaction.

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.

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 the SaaS License 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 SaaS License 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 persons 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, including the SaaS License Terms (governing subscriptions to and use of our SaaS Services). All such additional terms and conditions are hereby incorporated by this reference into these Terms.

Other Provisions

Confidentiality; Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing 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. Your Proprietary Information includes but is not limited to non-public data, information and materials provided by you to Paloma (via the use of third-party services or otherwise) to enable the provision of the Services (“Your Information”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance 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.

You shall own all right, title and interest in and to the Your Information and all of your preexisting intellectual property. All Your Information will be deemed your Proprietary Information. Paloma shall own and retain all right, title and interest in and to (a) the Services, the Sites and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Paloma hereby grants a license to you to use the Software, Sites and Services as described in these Terms.

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 the Services to you, 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. 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. No rights or licenses are granted except as expressly set forth herein.

Subject to your prior written approval with respect to each such instance of such use, Paloma may publish a case study featuring content from your Conversations as well as performance metrics related to your use of the Services. With respect to Conversation content that you have agreed to include in such a case study, you grant to Paloma a license to include such anonymous content in the case study. Additionally, you hereby 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. 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 SAAS 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 SaaS 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 any third party claims relating 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, your User Contributions, any use of the Sites' content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Sites, Software and/or Services, 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 Copyright Dispute Policy and, with respect to subscribers and/or users of SaaS Services, the SaaS License Terms (governing subscriptions to and use of our software and 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!