Terms of Use

Last updated: April 1, 2022

Welcome to Talentnook, Inc., DBA Palo (“Palo”, “Palonow”, “company”, “we,” “us,” or “our”), which operates the website located at https://www.palonow.com (the “Website”) and online services, mobile applications, and any other products and services that we may provide now or in the future (collectively, the “Services”).

Acceptance of the Terms of Use

These terms of use are entered into by and between you (“your”, “school”, “individual”, “site”, “organization”, “district”) and Talentnook, Inc. ("Company," "we," or "us") regarding your use of the Services.Visitors and users of the Services are referred to individually as “User” and collectively as “Users”.

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 applications or websites we control, including any content, functionality, and services offered on or through the “Palo” app and the “palonow.com” website (the "Sites”, “web” or Apps").

Please read the following terms of service carefully. By registering for, accessing, browsing, or using the website or accessing our services in any way, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions (collectively, the “terms”). If you do not want to agree to these terms of use or the privacy notice, you must not access or use the palo apps or the website.

The services are not available to any person under the age of 13 (or the legal age to consent to the collection and processing of your data under the applicable laws where you live) whose registration has not been approved by a legal parent or guardian (or, for school accounts, by authorized school personnel as permitted under the terms). If you are under the age of 18 (and over the age of 13), you represent that your parent or legal guardian has reviewed and agreed to the terms on your behalf. If you are a student under the age of 18 who wishes to use our services through a school account you must provide consent by a legal parent or guardian.

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 Apps thereafter.

Your continued use of the Apps following the posting of revised Terms of Use is considered an acceptance and agreement of the changes. You are expected to check this page each time you access the Apps so you are aware of any changes, as they are binding on you. If you do not agree to the modified Terms, you must discontinue your use of the Services.

Agreement:

By clicking the “I Agree” button or by otherwise using or registering an account for the Services, you agree to be legally bound by the Terms, you represent that you have not been previously suspended or removed from the Services by Palo, you acknowledge that you have read and understand our Privacy Policy and you agree to abide by our guidelines (“Guidelines”). 1 If you are the parent or guardian of a minor who will be using the Services, by so agreeing, you are being bound for your own account and on behalf of your minor child.

Account

In order to use the Services, you must register for an account which will be either a direct registration or through the school provided portal. When setting up and maintaining your account, you must provide and maintain accurate and complete information, including a valid email address. You must keep this information current at all times while using the Service. You are solely responsible for maintaining the confidentiality of your account, password and any other piece of information provided, and you are responsible for all activities that occur under your account or password. You may not allow others to use your account or use someone else’s account without their permission. We may limit the number of devices on which you may use the Service, or ask for two-step verification of new devices. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to you, your staff, and your students.

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 of Use.

Please read our Privacy Policy , carefully for information relating to Palo’s collection, use, and disclosure of your personal information. Among other things, our Privacy Policy explains how we treat your personal information and protect your privacy and your users’ privacy when you or your users use our Services, and explains the procedures by which Users may view, update, correct, or delete their account and personal information.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, private messaging, job boards, photo and video albums and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

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

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
All of your User Contributions do and will comply with 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 Website.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason at 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 Apps 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 Apps.
Terminate or suspend your access to all or part of the Apps for any or no reason, including without limitation, 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 Apps. 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.

However, we do not undertake to review all material before it is posted on the Apps, 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. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content standards

These content standards apply to any and all User Contributions and use of Interactive Services. 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 which 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.
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.

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement.

Reliance on Information Posted

The information presented on or through the Apps 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 visitor to the Apps, or by anyone who may be informed of any of its contents.

These Apps may include content provided by third parties, including materials provided by other users, 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 Apps

We may update the content on these Apps from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Apps 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 Apps

All information we collect on these Apps is subject to our Privacy Policy. By using the Apps, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links from the website

If the Website contains 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 to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Non-circumvention

During the time you are a user and for a period of one year thereafter, you shall not, directly or indirectly, circumvent, initiate, solicit, negotiate, contract or enter into any business transactions with any users of our website or who you may have been introduced through any of our Services. If you breach this provision, you agree to re-compensate us for the amount of commissions or other fees we would have otherwise earned but for your breach. Such re-compensation shall not, however, exceed any statutory limits imposed under applicable laws.

Geographic restrictions

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

Social-Emotional Learning Specific Disclaimer

YOU AGREE AND ACKNOWLEDGE THAT THE APPS ARE FOR GENERAL INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ARE NOT A SELF-HELP TOOL. THE INFORMATION PROVIDED IS NOT MEANT TO REPLACE THE ADVICE OF TRAINED MENTAL HEALTH PROFESSIONALS OR OTHER PROFESSIONALS. WE DO NOT, UNDER ANY CIRCUMSTANCES, ADVISE YOU TO DISCONTINUE OR TO AVOID MEDICAL OR OTHER CONSULTATIONS DURING YOUR USE OF THE APPS. YOU ALSO AGREE AND ACKNOWLEDGE YOU HAVE NO KNOWN MEDICAL CONDITION WHICH COULD INTERFERE WITH YOUR SAFETY THROUGH THE USE OF THE APPS. IF YOU DO HAVE MEDICAL CONDITIONS WHICH MAY CAUSE YOU INJURY THROUGH USE OF THE APPS, YOU MAY NOT USE THE APPS. IT IS ALWAYS ADVISABLE, ESPECIALLY IF YOU ARE UNSURE IF YOU ARE APPROPRIATE FOR THE APPS TO CONSULT A PROFESSIONAL BEFORE USING THE APPS. IF WHILE USING THE APPS, YOU HAVE ANY CONCERNS OVER THE APPS, YOU SHOULD STOP USE OF THE APPS IMMEDIATELY.

Disclaimer of warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website 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. 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE 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 WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

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 WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH 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 Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing law and jurisdiction

All matters relating to the Website 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 Website 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 Dublin and County of Alameda 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.

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 WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Arbitration

All disputes arising from these Terms of Use or use of the Apps, 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.

Waiver and severability

No waiver of by the Company of any term or condition set forth 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

The Terms of Use, the Safety Policy, the Privacy Policy and all other policies referenced or incorporated herein or in such other policies constitute the sole and entire agreement between you and Talentnook Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your comments and concerns

This website is operated by Talentnook Inc. located in Dublin, CA 94568.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: palo@talentnook.com.

Thank you for visiting the Website.