Terms of Service


ATTENTION: THESE TERMS OF USE APPLY TO YOUR USE OF THE PALAMIDA WEB SITE WWW.PALAMIDA.COM ("WEB SITE"). YOUR ACCESS OF THE WEB SITE CONSTITUTES YOUR ACCEPTANCE OF THE TERMS OF USE SET FORTH BELOW. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THIS WEB SITE.

Palamida reserves the right to modify these Terms of Use without notice and any modifications are effective when they are posted here. Palamida may, at any time, in its discretion terminate your access to this Web Site. Access to the Web Site may be monitored by Palamida. If you are accessing this Web Site as a representative of an organization, these Terms of Use bind both you individually and the organization and references to "you" and "your" shall be construed to apply to you individually and the organization.

While Palamida maintains copyright protection in all materials, information and publications it places on this Web Site, Palamida consents to normal downloading, copying and distribution of the information for non-commercial purposes by you or within your organization only. In consideration of this consent, you agree that copies of the information from the Web Site will retain all copyright and other proprietary notices and that you will not modify the information from the Web Site in any way. Except where your use constitutes "fair use" under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, or distribute any information from the Web Site, in whole or in part, without the prior written consent of Palamida.

Palamida makes no representations or promises to develop, provide or market any software, service or product discussed on this Web Site, and you shall not rely on the information provided or the prospect of availability of any software, service or product currently in development or currently anticipated to be made available in the future.

Posted Content, Submissions, Message Boards or Forums

You shall not post or otherwise transmit to or from this Web Site by any means any defamatory, libelous, obscene, unlawful, or pornographic material or any other material or information which could result in any civil or criminal liability. You are personally responsible for the material you post as an author. Harming the reputation of the Company will result in termination of the right to use the Web Site. Any information, material or idea you submit to this Web Site will be treated as non-confidential and non-proprietary.

Downloads

Any software or information made available for download from the Web Site is the copyrighted property of Palamida or its supplies. Any use or reproduction of any such software and warranties as to such software, if any, are governed by the terms of the license agreement applicable to that software. Any use of any other product or service and warranties as to such product or service purchased by you using, or in connection with, this Web Site, if any, is governed by the terms of the agreement applicable to that product or service.

Intellectual Property Rights

Palamida respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement on this Web Site, contact Palamida at webmaster@palamida.com. Nothing in these Terms Of Use, unless specifically stated, shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.

Copyrights

Except as expressly authorized by Palamida or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of this Web Site, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Palamida discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.

Trademarks

Palamida, Palamida, Inc., the Palamida logo, Enterprise Edition, Palamida Standard Edition, Palamida Compliance Edition, Diligence Done and the Diligence Done logo are all trademarks of Palamida, Inc. All other trademarks or registered trademarks are the property of their respective holders.

Not all trademarks used by Palamida may be listed on this page. Failure of a mark to appear on this page does not mean that Palamida does not use the mark nor does it constitute a waiver of any and all intellectual property rights that Palamida has established in its trademarks. You agree not to incorporate any Palamida trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations without the express written consent of Palamida.

Links to Other Sites

Permission is granted to link to the Palamida home page. No authorization is given to link to any other page on the Web Site. You may not use any of Palamida's proprietary logos, marks, or other distinctive graphics or material in your links. You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by Palamida; 2) cause confusion, mistake, or deception; 3) dilute Palamida's trademarks, service marks or trade names; or 4) otherwise violate applicable law.

Palamida may from time to time link to other Internet sites. You acknowledge and agree that Palamida is not responsible for the availability of such external sites or resources nor for any content, advertising, products, or other materials on such external sites.

Registration

Palamida may restrict access to the Web Site or content on the Web Site to registered users. Issuance of a registration password is conditioned on the use of the information in accordance with the terms of their license, product or service agreement with Palamida. Any passwords provided may not be transferred to any other party. You will immediately notify Palamida of any unauthorized use of your password. You are responsible for use of your password. You will not attempt to gain unauthorized access to any impermissible area of this Web Site. Certain restricted product information is available on this Web Site may be available only to licensed customers of Palamida that are registered to receive information via passwords issued by Palamida. This restricted information is considered confidential and proprietary information of Palamida. Use by Palamida of your personal information is governed by the Palamida privacy policy.

Prohibited Activities

As a condition of your use of this Web Site, you will not use the Web Site for any purpose that is unlawful or prohibited by these Terms of Use. You will not use this Web Site in any manner that could damage, disable, overload or impair the operation of this Web Site or use by third parties.

You agree not to disrupt, interfere with or degrade access to the Web Site and any information or materials on or associated thereto, including:

  • attempting to override or conceal policy violations of the Web Site;
  • sharing passwords or allowing others to use your Palamida account (other than authorized users in your employment);
  • breaching security measures on any computer network;
  • accessing an account that does not belong to you;
  • monitoring network data or traffic without express authorization;
  • using or distributing scripts or programs that interfere with use of the Web Site; and
  • forging any messages or materials that originate with or pass through the Web Site.

Violations of system or network security are prohibited, and may result in criminal and civil liability. Palamida will investigate incidents involving such violations and will cooperate with law enforcement if a criminal violation is suspected.

You are prohibited from engaging in any activity, illegal or not, that Palamida determines in its sole discretion, to be harmful to its subscribers, operations, reputation, goodwill, or customer relations. You are responsible for ensuring that your employees and agents comply with Palamida's policies. Violations of the terms and policies of the Web Site by you, your employees or your agents, may result in immediate suspension or termination of access to the Web Site to such persons, and further subject them to civil damages, fines, penalties and attorney's' fees.

Conduct in criminal violation of applicable law, regulations and orders be reported to law enforcement authorities and Palamida will cooperate with such law enforcement authorities to the full extent of the law.

No Warranties

This Web Site and all information contained in the Web Site is provided "AS IS" and WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING THOSE REGARDING THE ACCURACY OR COMPLETENESS OF THE INFORMATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. You are responsible for precautions to ensure that your use of the Web Site is not harmful to your computer system.

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED.

PALAMIDA MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

Limitation of Liabilities

IN NO EVENT WILL PALAMIDA BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, LOST REVENUE OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF, THIS SITE OR ANY SITE LINKED TO WWW.PALAMIDA.COM. WITHOUT LIMITING THE FOREGOING, PALAMIDA SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OF THIS WEB SITE OR ANY WEB SITE INFORMATION WHETHER ARISING UNDER CONTRACT, NEGLIGENCE, TORT OR ANY OTHER LAW OR CAUSE OF ACTION.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE MAY NOT APPLY TO YOU.

PALAMIDA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM OR DAMAGE ARISING FROM: FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, OR THE RELIANCE UPON OR USE OF CONTENT, INFORMATION, OPINIONS OR OTHER MATERIALS APPEARING ON THIS WEB SITE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT PALAMIDA IS NOT LIABLE OR RESPONSIBLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this will survive and apply even if any limited remedy specified in these Terms Of Use is found to have failed of its essential purpose. The limitations of liability provided in these Terms Of Use inure to the benefit of Palamida, and to all respective officers, directors, employees, representatives, attorneys, and agents.

Indemnification

You agree to release, defend, indemnify and hold Palamida harmless from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of this Web Site or any information on the Web Site.

Palamida reserve the right to report any wrongdoing, if and when Palamida becomes aware of it, to any applicable government agencies. You agree to indemnify, defend and hold Palamida and our and their officers, directors, employees, affiliates, agents, licensors, and suppliers harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from your use of this Web Site.

Export Restriction

Information, products or services obtained from this Web Site may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or your local laws; (b) not use the Information, products or services from this Web Site to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide information, products or services from this Web Site to prohibited countries and entities identified in the U.S. export regulations.

General Terms

The Terms Of Use constitute the entire agreement between you and Palamida relating to their subject matter, and cancel and supersede any prior versions. No modification to the Terms Of Use will be binding, unless in writing and signed by an authorized Palamida representative. You may be subject to additional terms and conditions that may apply when you use Palamida or third-party products or services. Palamida may discontinue access to this Web Site at any time.

You agree that any material breach of certain terms will result in irreparable harm to Palamida for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Palamida will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Palamida seeks such an injunction.

California law and controlling U.S. federal law govern any action related to the use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms Of Use. You and Palamida agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California, U.S.A.

Rights and obligations under the Terms Of Use which by their nature should survive will remain in full effect after termination or expiration of the terms.

Any express waiver or failure to exercise promptly any right under the Terms Of Use will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms Of Use is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

PALAMIDA RESERVES ANY RIGHTS NOT EXPRESSLY GRANTED OR STATED IN THESE TERMS OF USE.

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