Terms of Service

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Paloma Learning Terms of Use

Last Modified: October 18, 2023

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Paloma Learning Inc. ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of https://www.palomalearning.com (the "Website") (whether as a guest or a registered user), including the Paloma Learning platform and any associated mobile applications or products and services that Company may provide now or in the future (collectively, the "Services").

Please read the Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services. 

If you are using the Services on behalf of a company or other legal entity (including if you are a user registered as a teacher, school leader, aide, or other similar personnel ("School Personnel") entering on behalf of your school), you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you", "your" or "user" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept the Terms of Use and may not use the Services.

The Services are offered and available to users (x) that reside in the United States or any of its territories or possessions and (y) who are 18 years of age or older unless a legal guardian of such a user under the age of 18 has reviewed and agreed to these Terms of Use. If you are under the age of 18, you represent that your legal guardian has reviewed and agreed to these Terms of Use. If you don't get your parent or guardian to read and agree to these Terms of Use, you don't have permission to use the Services. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Upon making any changes to these Terms of Use, we will promptly notify the schools that have students utilizing the Services.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. 

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or all of the Services, to users, including registered users.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Services.
  • Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features on 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.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username 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.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

Except as set forth in these Terms of Use, the Services and its 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 Company, 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.

These Terms of Use permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material from our Services, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Services or any services or materials available through the Services. 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services 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 Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the terms, the Company trademarks, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • Run, license, rent, lease, loan, distribute, or sell access to the Services.
  • Build or support (and/or assist a third-party in building or supporting) products or services in competition with the Company or access the Services to build a product using similar ideas, features, functions, interface or graphics of the Services.
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services, or expose them to liability.

Additionally, you agree not to:

  • Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
  • Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
  • Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Decompile, reverse engineer, disassemble, or otherwise attempt to obtain the source code of the Services.
  • Use any device, software, or routine that interferes with the proper working of the Services.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server(s) on which the Services are stored, or any server, computer, or database connected to the Services. 
  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Services.
User Data

In the course of using the Services, you and other users may provide or post certain content or information (including, but not limited to, Student Data (as defined below), Activities (as defined below), student responses to Activities and Feedback (as defined below)), which may be used by the Company in connection with the Services and which may be visible to certain other users (collectively "User Contributions"). Please visit our Privacy Policy for additional information on the types of information different types of users are able to provide. Additionally, some User Contributions may be deemed an Education Record (as defined below).

Schools generally cannot share Personally Identifiable Information (PII) from a student's Education Record with third parties without obtaining written consent from the parent or the eligible student, unless one of FERPA's specific exemptions applies. These exemptions include Directory Information and the School Official Exemption. When the Company receives PII from Education Records from a school or students acting under such school's guidance, FERPA considers the Company a School Official (as defined in FERPA) with a legitimate educational interest. The Company performs services that would otherwise be provided by the school and operates under the school's control and direction concerning Education Records (as defined in FERPA) and Student Data. Furthermore, some information given to the Company by the school, such as a student's name and grade level, may qualify as Directory Information (as defined in FERPA) under FERPA and therefore not be restricted like regular Education Records.

If you are a School Personnel accessing the Service on behalf of a school, school district, or other similar educational institution, you agree that in performing the Services contemplated by these Terms of Use, we are a "school official" with "legitimate educational interests" in Student Records (as defined below) under the Family Educational Rights and Privacy Act, 20 USC 1232g, and its implementing regulations, 34 CFR pt. 99, as each may be amended from time to time (collectively "FERPA"). You agree that we are performing institutional functions for which you would otherwise use employees and that we are under your direct control with respect to the use and maintenance of your Education Records and student PII (collectively "Student Records"). You further agree and affirm that you are using the Services in compliance with all applicable federal, state, and local privacy laws, rules, and regulations, all as may be amended from time to time. We agree to use and maintain Student Records in accordance with the requirements of FERPA and other applicable laws pertinent to Student Records. Without limiting the foregoing, we agree that (i) we are subject to the requirements of 34 CFR § 99.33(a) governing the use and redisclosure of Student Records; (ii) we will not maintain, use, disclose, or allow access to Student Records except as permitted by these Terms of Use or as otherwise authorized by the relevant school; and (iii) our personnel will use and have access to Student Records only to perform the Services to you (which shall include, without limitation, providing, maintaining, testing, and improving the Services and sharing Student Records with the relevant schools, so long as such disclosure is for purposes related to providing the Services). You represent, warrant, and agree that your annual FERPA notice informs students that (i) your institution discloses Student Records to school officials and defines school officials so as to include contractors performing institutional services; and (ii) your institution forwards Student Records to other institutions that have requested the records so long as the disclosure is for purposes related to the student's education. Further, we agree that to the extent we redisclose any Student Records to a subcontractor or party other than the relevant school (which we shall do only if permitted by law), we shall require such subcontractor or third party to comply with our obligations under these Terms of Use. You acknowledge and agree that we may deidentify Student Records and use such De-identified Data for product development, research, or other purposes. Student Records that are De-identified Data will have all direct and indirect personal identifiers removed (including, without limitation, name, ID numbers, date of birth, demographic information, location information, and school ID). We agree not to attempt to re-identify Student Records that are De-identified Data. You acknowledge and agree and that we may request from students their voluntary consent to use or disclose their Student Records in ways not contemplated by these Terms of Use and to act in accordance with such consents.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services. 

"Student Data" means any Personally Identifiable Information, whether gathered by the Company or provided by users, students, or students' parents/guardians, for a school purpose, that is descriptive of the student including, but not limited to, information in the student's educational record or email, first and last name, birthdate, home or other physical address, telephone number, email address, or other information allowing physical or online contact, discipline records, videos, test results, special education data, juvenile dependency records, grades, evaluations, criminal records, medical records, health records, social security numbers, biometric information, disabilities, socioeconomic information, individual purchasing behavior or preferences, food purchases, political affiliations, religious information, text messages, documents, student identifiers, search activity, photos, voice recordings, geolocation information, or any other information or identification number that would provide information about a specific student. Student Data further includes Personally Identifiable Information, as defined in 34 C.F.R. § 99.3 Education Records are Student Data for the purposes of these terms of Use. Student Data shall not include De-Identified Data or information that has been anonymized, or anonymous usage data regarding a student's or school's use of the Services. Student Data shall not include information or data, including Personal Information, a student, parent, or family provides to the Company through a personal or non-school account independent of the student's, parent's or family's engagement with the Services.

"Activities" means, collectively, educational content, answers to assessments, activities for students to complete, and derivative works (e.g., completion of assignments) created by School Personnel.

"Feedback" means feedback, comments or suggestions for improvements to the Services (in written, oral or any other form) submitted by School Personnel.

"Personally Identifiable Information," "Personal Information" or "PII" means data that either by itself or when combined with other information, could reasonably allow someone to identify a student with a reasonable degree of certainty. This includes information used to reach out to or identify an individual, as well as any data that can be logically connected to that information or to a specific computer or device that the individual uses. Student PII incorporates all elements included under the term Personally Identifiable Information (PII) as per FERPA. If anonymous or non-identifiable information is combined in a way that makes identification possible, it also becomes considered as Personal Information. Any enduring identifiers that haven't been anonymized, de-identified, or grouped are also considered Personal Information.

"De-Identified Data" means records and information are deemed de-identified when all Personally Identifiable Information is either erased or disguised, resulting in remaining data that cannot reasonably pinpoint a specific individual. This covers any information that, whether standalone or combined, cannot be linked to a particular student. This condition holds true as long as the educational agency or any other involved party has reasonably concluded that the student's identity can't be personally identified, considering all reasonably available information.

Ownership

In accordance with relevant law, you or your school, as applicable, maintain all ownership rights over your User Contributions. The Company does not claim ownership of these contributions. However, while you still own your User Contributions, the templates or layouts you use to arrange them, provided by our Service, are not owned by you. Rights to these templates or layouts stay with us or our service providers.

Between a student's school and the Company, any Student Data the Company handles while providing the Services under the terms of specific contracts entered into by the Company and the school (a "Service Agreement") remains the property of and under the control of the school. The Company also agrees that any versions of this Student Data sent to them, whether altered, added to, or partially received from other sources, are subject to the same Terms of Use as the original Student Data.

License

To facilitate the Company providing the Services, you hereby grant to us a limited, non-exclusive, sublicensable (as necessary to perform the Services, including distributing Activities), worldwide, royalty-free, and transferable (only to a successor) right and license to:

  1. use, host, copy, store, distribute, publicly perform and display, publish (in whole or in part), modify, and create derivative works (such as changes we make so that your content works better with our Services) such User Contributions as necessary to (a) provide, improve and make the Services available to you and other users including through any future media in which the Services may be distributed;
  2. use and disclose metrics and analytics regarding the User Contributions in an aggregate or other non-personally identifiable manner (including, for use in improving our service or in marketing and business development purposes);
  3. use, modify, prepare derivative works, publish, distribute and sublicense Feedback without any compensation to you;
  4. use any User Contributions (including any Student Data or Education Record) that has been de-identified for any product development, research or other lawful purpose; and
  5. use for other purposes permitted by these Terms of Use and our Privacy Policy [LINK TO PRIVACY POLICY].

The Company will only share and use your personal information in accordance with its current Privacy Policy at [LINK TO PRIVACY POLICY].

Disposition

When a school provides us with written instructions, we will either delete, dispose of, or enable the school to transfer the Student Data within 60 days or as mutually agreed upon. If the Service Agreement ends and the school doesn't request the Student Data, the Company will dispose of or destroy it based on the earliest of: (a) its standard deletion timeline, if one exists; (b) when the data is no longer needed for its original purpose; or (c) as mandated by law. The obligation to dispose of the Student Data does not apply to De-Identified Data.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services. 
  • Terminate or suspend your access to all or part of the Services for any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We do not undertake to review all material before it is posted on any of the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.

Advertising

The Company will not use, disclose, or sell Student Data for Targeted Advertising, creating student profiles for non-Services related purposes, or for any commercial use other than providing the Services to the applicable students and school, unless allowed by the school, parent, or guardian or as allowed by law. The Company may use the Student Data for adaptive learning, personalized learning suggestions, recommending products to School Personnel or parents/legal guardians, and notifying users about product updates or features, as long as it aligns with these Terms of Use. "Targeted Advertising" means showing ads to a student based on their Student Data or their past online behavior on the Company's platform, for the purpose of targeting future advertisements. This doesn't include advertisements that appear based on what the student is currently looking at, searching for, or asking for on the website.

Content Standards

These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy [LINK TO PRIVACY POLICY].
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization. 
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Copyright Infringement

The Company follows the Digital Millennium Copyright Act to handle claims of copyright infringement. Content that violates these rules may be removed without liability to you. Users with multiple instances of copyright infringement will be blocked from the service, though the Company may terminate accounts at its discretion, even after a single instance.

If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement at support@palomalearning.com. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of its contents.

The Services may include content provided by third parties, including materials provided by other users (including School Personnel and parents/guardians), bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Services

We may update the content on the Services from time to time, but its content is not necessarily complete or up to date. Any of the material provided in the Services may be out of date at any given time, and we are under no obligation to update such material. 

Information About You and Your Visits to the Services

All information we collect through the Services is subject to our Privacy Policy [LINK TO PRIVACY POLICY]. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

Linking to the Website and Social Media Features

You may link to our Website's homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Services may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on our Website.
  • Send emails or other communications with certain content, or links to certain content, on our Website.
  • Cause limited portions of content on our Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Services or portions of them to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  • Link to any part of the Services other than the Website's homepage.
  • Otherwise take any action with respect to the materials contained in the Services that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Services

If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. 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. If you decide to access any of the third-party websites linked from the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

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

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

User Interactions and Release

The Company is not responsible for actions or content from third parties or other users. You are responsible for your interactions within the Services. Conduct your own due diligence before interacting with others (whether online or offline). While we reserve the right to intervene in disputes, we're not obligated to.

If you're involved in a dispute with another user, you agree not to hold us or our affiliates, employees, or directors liable for any claims or damages (actual and consequential), known or unknown, that arise from or are in any way connected to these disputes. This includes losses related to profits, goodwill, use, privacy, or data. If you live in California, you also waive rights under California Civil Code §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 settlement with the debtor." If you do not live in California, you waive any similar rights under your local laws.

Limitation on Liability

UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO (i) THESE TERMS OF USE; (ii) YOUR USE OR THE INABILITY TO USE THE SERVICES; OR (iii) ANY INTERACTION WITH ANY THIRD-PARTY THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING OTHER USERS.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY ANDCITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE SERVICES IN THE LAST TWELVE (12) MONTHS.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, your User Contributions, any use of the Services' content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Services.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use, 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 California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of San Francisco and County of San Francisco, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

Entire Agreement

These Terms of Use, our Privacy Policy, and the Service Agreement (if any) constitute the sole and entire agreement between you and the Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Your Comments and Concerns

The Services are operated by Paloma Learning Inc.

All notices of copyright infringement claims and other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: support@palomalearning.com.