Terms of Use
These Terms are an agreement between you and Palinode Productions LLC. References to “us”, “we”, “our”, and “Palinode” shall mean Palinode Productions LLC.
These Terms govern your access to and use of Palinode software, products, and/or services (individually or collectively, the “Products”) and any information, content, text, graphics, photos, or other materials uploaded, downloaded, purchased, or appearing on or through the Products (collectively referred to as “Content”). These Terms apply to all visitors, users, and others who access and use the Products (“Users”).
By accessing or using the Products you agree to be bound by these Terms. PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT, TO THE EXTENT APPLICABLE TO YOU, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Basic terms & accounts You are responsible for your use of the Products. You may use the Products only if you can form a binding contract with Palinode. Your account with Palinode (and use of the Product) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. In cases where you have authorized or registered another individual, including a minor, to use your account(s), you are fully responsible for (i) the online conduct of such User; (ii) controlling the User’s access to and use of the Products; and (iii) the consequences of any misuse. Palinode requires that the parents, guardian, or other authorized adult or educational institution of a minor affirmatively consent to the use of an Palinode Product by such minor. Palinode reserves the right to provide access to the minor’s account to the minor’s parents, guardian, or other authorized adult or educational institution, upon such adult’s request. For additional information on how we use your information, please see our Privacy Statement. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Palinode shall have no liability for your interactions with other Users, nor for any User’s acts or omissions.
2. Content & your rights You are responsible for Content that you post to the Products, and any consequences thereof. The Content you submit, post, or display may be viewed by other Users of the Products. You may be able to control the Content that other Users of certain Products may access through the privacy options in certain Products.
You retain your rights to any Content you submit, post, or display on or through the Products. By submitting, posting, or displaying Content on or through the Products, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, host, store, copy, reproduce, process, adapt, modify, publish, transmit, create derivative works from, communicate, display, and/or distribute such Content in any and all media or distribution methods (now known or later developed) as part of providing any of the Products. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any Content that you submit.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Products, and we do not take responsibility for such Content. Any use or reliance on any Content or materials posted via the Products or obtained by you through the Products is at your own risk. Further, in connection with Content you submit, post, or display on or through the Products, you affirm, represent, and warrant the following: (a) you have the written consent of each and every natural person who is identifiable in the Content, if any, to use such person’s name or likeness in the manner contemplated by any Product and these Terms, and each such person has released you from any liability that may arise in relation to such use; (b) you have obtained and are solely responsible for obtaining all consents as may be required by law to post any Content relating to third parties; (c) your Content and Palinode’s use thereof as contemplated by these Terms and any Product will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights; and (d) Palinode may exercise the rights to your Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement, licensing arrangement or otherwise.
Palinode respects the intellectual property rights of others and expects Users of the Products to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. Our designated copyright agent for notice of alleged copyright infringement appearing on the Products is: Palinode Productions Email: palinodeproductions@gmail.com
3. Palinode rights The Products are always evolving and the form, nature, and/or functionality of the Products may change from time to time without prior notice to you. In addition, Palinode may stop (permanently or temporarily) providing the Products (or any features within the Products) to you or to Users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
All right, title, and interest in and to the Products (excluding Content provided by Users or other third parties) are and will remain the exclusive property of Palinode and its licensors. The Products are protected by patent, copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Palinode name or any of the Palinode and Khora trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Palinode or the Products is entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.
4. Registration obligations & passwords You may never use another User’s account without permission from Palinode. In consideration of your use of the Products, you agree (a) that Your Information will be true, accurate, current, and complete, and (b) to maintain and promptly update Your Information to keep it true, accurate, current, and complete. You are responsible for safeguarding any password that you use to access the Products (including passwords used on other Palinode products that permit single sign-on to the Products) and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols, and have at least eight (8) characters) with your account. You agree to (a) notify Palinode of any unauthorized use of your password or User identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session.
5. Termination We may suspend or terminate your accounts or cease providing you with all or part of the Products at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you conduct on the Products involves harassment, spamming, hate speech, threats or incitement of violence, child exploitation or abuse, sharing non-consensual intimate images, or impersonation, (iii) you create risk or possible legal exposure for us; or (iv) our provision of the Products is no longer commercially viable. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Products. Nothing in this Section shall affect Palinode’s rights to change, limit, or stop the provision of the Products without prior notice, as provided elsewhere in these Terms.
6. Disclaimers & limitations of liability Please read this Section carefully since it limits the liability of Palinode and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and/or licensors (collectively, the “Palinode Entities”). Each of the Subsections below only applies up to the maximum extent permitted under applicable law. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited.
A. The products are available “AS-IS” Your access to and use of the Products or any Content are at your own risk. You understand and agree that the Products are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE PALINODE ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. No advice or information, whether oral or written, obtained from any of the Palinode Entities or through the Products will create any warranty not expressly made herein.
B. HIPAA disclaimer Palinode does not warrant or provide any assurances that your use of the Products will comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). If you are a health care provider, health plan, insurer, health care information clearinghouse, or other entity that may be considered a “covered entity” under HIPAA or a “business associate” of a “covered entity” under HIPAA, you shall take all steps necessary to comply with HIPAA and shall be responsible for any applicable compliance with HIPAA. You agree that you will not provide Palinode with any protected health information (as that term is defined under HIPAA) and that Palinode is therefore not deemed to be a business associate of you and/or your institution for purposes of compliance with HIPAA.
C. Third-Party links and resources The Products may contain links to third-party websites or resources. You acknowledge and agree that the Palinode Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Palinode Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. If you access a third-party website or service from a Product or share your Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and the Privacy Policy do not apply to your use of such sites.
D. Limitation of liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PALINODE ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (ii) ANY CONDUCT OR CONTENT OF ANY USER OR OTHER THIRD PARTY ON, THROUGH, OR ASSOCIATED WITH THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE PRODUCTS; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PALINODE ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID PALINODE, IF ANY, IN THE PAST SIX MONTHS FOR THE PRODUCTS GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE PALINODE ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FEDERAL LAW, SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. FURTHER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
E. Indemnity You agree to defend, indemnify, and hold harmless Palinode and its affiliates, subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to a Product, including any data or content transmitted or received by you; (ii) your violation of any provision of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any Content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of a Product with your unique username, password or other appropriate security code.
7. General terms A. Waiver & severability The failure of Palinode to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect; except that in the event of unenforceability of the universal class action/jury trial waiver set forth in Section 11(B)(iii) below, the entire arbitration agreement shall be unenforceable.
B. Governing law; dispute resolution (i) Governing Law. These Terms and any action related thereto will be governed by the laws of the State of Washington without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Products will be brought solely in the federal or state courts located in the State of Washington, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. (ii) Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM PALINODE. For any dispute with Palinode, you agree to first contact us at palinodeproductions@gmail.com and attempt to resolve the dispute with us informally. In the unlikely event that Palinode has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof, by binding arbitration in the State of Washington, unless you and Palinode agree otherwise. Nothing in this Section shall be deemed as preventing Palinode from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights, or other proprietary rights. (iii) Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSON AND ENTITIES, REGARDLESS WHETHER THEY HAVE OBTAINED OR USED THE PRODUCTS FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE (1) PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PALINODE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND RELATING TO THE PRODUCTS OR THESE TERMS. (iv) Limited Applicability of Arbitration and Class Action/Jury Trial Waiver. Certain laws, rules, and regulations that may apply to you may not allow you to pre-agree to binding arbitration or waive your rights to join in a representative proceeding or waive your rights to a jury trial. If such laws apply to you, the arbitration requirements set forth in subsection (ii) and/or the class action/jury trial waiver set forth in subsection (iii) do not apply to you.
C. Entire agreement These Terms and our Privacy Statement are the entire and exclusive agreement between Palinode and you regarding the Products, and these Terms supersede and replace any prior agreements between Palinode and you regarding the Products. Other than members of the Palinode group of companies, no other person or company will be third party beneficiaries to the Terms. We may revise these Terms from time-to-time; the most current version will always be linked to at https://www.palinodeproductions.com/. If the revision, in our sole discretion, is material we will notify you through the Products or through the email associated with your profile. By continuing to access or use the Products after those revisions become effective, you agree to be bound by the revised Terms.
If you have any questions about these Terms, please email: palinodeproductions@gmail.com.