Terms & Conditions

These Pallet Talent Terms and Conditions (the “Talent Terms”) are a binding agreement between you and Pallet Labs Inc.(“Pallet”, “us”, “we” or “our”, etc.) that governs your access and use of the talent-related services, including the Collectives and Collective Platform (as defined below), on our website, https://pallet.com/, and any associated Pallet websites or subdomains (collectively, the “Services”).

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU REPRESENT THAT (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TALENT TERMS; (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PALLET; AND (C) YOU HAVE THE AUTHORITY TO ENTER INTO THE TALENT TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TALENT TERMS.  THE TERM “YOU” OR “USER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE SERVICES.  IF YOU DO NOT AGREE TO BE BOUND BY THE TALENT TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 12 (DISPUTE RESOLUTION) OF THESE TALENT TERMS, BELOW, CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING ARBITRATION.  UNLESS YOU OPT OUT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  

PLEASE BE AWARE THAT SECTION 1.7 (COMPANY COMMUNICATIONS) OF THE TALENT TERMS, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION. 

PLEASE NOTE THAT THE AGREEMENT (AS DEFINED BELOW) IS SUBJECT TO CHANGE BY PALLET IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Pallet will make a new copy of the Agreement available on the Services.  If we make any material changes, and you have registered with us to create an account, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services.  Otherwise, your continued use of the Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT AGREEMENT.

1. SERVICES. 

1.1. Services.  We and our affiliates provide the Services to facilitate the recruitment and hiring of candidates by employers by providing a platform (“Collective Platform”) for Curators (as defined below) to curate certain collectives of candidates (“Collectives”), to which employers may then subscribe or join, as described in further detail in Section 1.6.  By accessing the Services, you agree to these Talent Terms, any addenda or attachments that reference these Talent Terms, and our Privacy Policy posted at https://www.pallet.com/privacy-policy (collectively, the “Agreement”).  If you do not agree with any provision of the Agreement, you may not use the Services.  Pallet reserves the right to discontinue, condition, modify, suspend or limit the Services or access thereto in any way and at any time, with or without notice to you, without liability.

1.2. Users.  There are three types of Users of the Services on the Collective Platform: (a) Users that access the Services and join Collective(s) to be introduced to potential employers (“Members”); (b) Users that access the Services and curate Collective(s) by inviting certain Members of the Pallet community to join the Collective(s) as potential job candidates (“Curators”); and (c) Users that access the Services and join a Collective to source employees from the Members in such Collective (“Employers”).  For Employers, references to “User” and “you” include any employer or other entity you may be acting on behalf of in accessing our Services.  If you are not a Curator, Member, or an Employer, then you may not access or use the Services for any purpose.

1.3. Updates.  Pallet and its affiliates may, at its sole discretion and without any advanced notification to you, occasionally provide you with, any support, updates, enhancements, or fixes for the Services (collectively, “Updates”).  Any provided Updates shall become part of the Services and subject to the Agreement.

1.4. Registration.  In order to access and use certain features of the Services, you may be required to create an account (“Account”) and complete an associated User profile.  In registering an Account, you agree to provide us with accurate, current, and complete information about yourself as prompted by the registration form.  Pallet has the right to refuse registration of or cancel your Account in its discretion for any reason.  You are responsible for all activities that occur under your Account.  You are solely responsible for maintaining the confidentiality of your login information, and you may not share your Account or password with anyone.  You agree to notify Pallet immediately of any unauthorized use of your password or any other breach of security.  If you provide any information that is untrue, inaccurate, not current, or incomplete, Pallet has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).  You agree not to create an Account or use the Services if you have been previously removed or banned by Pallet.  

1.5. Authorized Users.  If you are an Employer or Curator, you may have the ability to grant the Accounts of other Users certain authorizations (“Authorized Users”) to act on your behalf in certain respects, such as for recruiting and/or candidate outreach purposes.  By granting such authorizations you hereby represent and warrant that any such Authorized User is authorized to act on your behalf.  You acknowledge and agree that you are responsible, and will be held directly liable, for (a) ensuring any such Authorized User complies with the Agreement; and (b) any such Authorized User’s acts or omissions taken in accordance with the authorizations you grant or in connection with the Agreement or the Services, including, if applicable, the execution of binding contracts on your behalf.  

1.6. Collective Platform.  

1.6.1. Platform Access.  If you are a Member, you may access and use the Collective Platform by signing up for an Account and joining a Collective, and you agree to be contacted by Employers who join the Collective.  If you are an Employer or Curator, you may access and use the Collective Platform only if (a) you have signed up for an Account, (b) you have read, understood, and agreed to the applicable Addendum, (c) we have approved your Account to make use of the Collective Platform (as determined in our sole discretion), and (d) with respect to Curators, you curate a Collective, and with respect to Employers, you subscribe to or join a Collective (pursuant to the terms of the applicable Addendum).  You acknowledge and agree that you will not be able to access and use all of the features of the Collective Platform that are available to Users of a different category (e.g. Members will not have the same access rights as a Curator). “Addendum” shall mean, with respect to Employers, the Employer Collective Addendum, and with respect to Curators, the Curator Collective Addendum.

1.6.2. Joining a Collective.  Each Collective is facilitated by a Curator who invites Members to join the Collective.  There is no charge for Members to join a Collective.  Curators may invite Employers to subscribe to or join a Collective, or we may direct Employers to a specific Collective dependent on their specific hiring needs.  Once an Employer subscribes to or joins a Collective, such Employer will have the ability to request direct introductions to the Members of such Collective.  Curators and Employers will agree to terms regarding payment structure and fees in connection with the Collective Platform as set forth in the applicable Addendum. 

1.7. Company Communications.  By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications.  You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems.  Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.  IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.  IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES.  YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES.  HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.

2. CONTENT. 

2.1. Responsibility for Content.  You acknowledge that all Content on or within the Services is the sole responsibility of the party from whom such Content originated.  This means that you, and not Pallet, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Services (“Your Content”), and that you and other Users of the Services, and not Pallet, are similarly responsible for all Content that you and they make available through the Services (“User Content”).  By using the Services you may have an opportunity to see Content created by other Users.  You agree not to copy, distribute or disclose that Content or permit any other person to do so.  You agree to take appropriate precautions to protect Content you obtain from the Services against misuse or disclosure.  Pallet, its affiliates and their employees and other representatives are not liable to you for any offensive, harmful, inaccurate, incomplete or otherwise inappropriate User Content that you may be exposed to by using the Services.  “Content” means text, graphics, images, music, software, audio, video, data, works of authorship of any kind, and information or other materials that are posted, generated, provided, transmitted or otherwise made available through the Services.  

2.2. No Obligation to Pre-Screen Content.  You acknowledge that Pallet has no obligation to pre-screen Content (including, but not limited to, User Content), although Pallet reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  In the event that Pallet pre-screens, refuses or removes any Content, you acknowledge that Pallet will do so for Pallet’s benefit, not yours.  Without limiting the foregoing, Pallet shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

2.3. Removal of User Content.  You can remove Your Content by specifically deleting it.  However, in certain instances, some of Your Content (such as posts or comments you make, your profile information or messages you send) may not be completely removed and copies of Your Content may continue to exist on the Services.  We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Your Content.

3. INTELLECTUAL PROPERTY.

3.1. Ownership.  Except with respect to Your Content and User Content, you agree that Pallet and its suppliers own all rights, title and interest in the Services, including the Content therein, and any trade names, graphics, logos, and service marks (“Marks”) of Pallet.  Such Marks may not be used without permission in connection with your, or any third-party products or services.  Other Marks that may appear on or in the Services are the property of their respective owners.  The Services are protected by copyright, trademark, and other laws of the United States and foreign countries.  You agree not to copy, distribute or disclose any Content accessible through the Services unless we have given you express written permission to do so.

3.2. License to Your Content.  Pallet does not claim ownership of Your Content.  You hereby grant (and you represent and warrant that you have the right to grant) Pallet a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Users.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Pallet, are responsible for all of Your Content that you make available on or in the Services.

3.3. Feedback.  We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”).  You hereby grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense through multiple tiers, under any and all intellectual property rights that you own or control to use, copy, modify, distribute, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

4. RESTRICTIONS AND REQUIREMENTS.    

4.1. Restrictions.  You agree that you will not, and will not allow or enable any third party to: (a) post any inaccurate, misleading or deceitful User Content and any jobs that you list through the Services will be accurately described with respect to the nature, location and compensation being offered; (b) use a name, email address, or other identifying information that has the effect of hiding your own affiliation or identity; (c) copy, disclose or distribute Content except as expressly permitted by the Agreement (including through the use of automated or non-automated harvesting, collection or “scraping”); (d) create an account or use the Services if you have been previously removed by Pallet, or if you have been previously banned from the Services; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website solely as necessary to create publicly available searchable indices of the materials, but not caches or archives of such materials); (f) use the Services in a manner that directly or indirectly competes with Pallet or the Services, or market competing services to Users identified through Pallet or the Services; (g) upload worms, Trojan-horses, viruses, malware, invalid data or other software agents through the Services; (h) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; or (i) take any action or make available any Content on or through the Services that: (1) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (2) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (3) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without our prior written consent; (4) impersonates any person or entity; (5) interferes with or attempts to interfere with the proper functioning of the Services, or (6) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services.  Any unauthorized use of the Services terminates the licenses granted by Pallet pursuant to the Agreement, and we may immediately terminate your access to the Services and delete your Account (including all User Content and other Content therein).

4.2. Requirements.  You agree that: (a) you are at least 16 years old, and that if you are under the age of 18 years old, you may use our Services only with the consent and supervision of your parent or legal guardian who agrees to be bound by the Agreement; (b) your use of the Services is not prohibited based on your residence, jurisdiction of organization, citizenship or location from which you are accessing the Services; (c) prior to acting for any third party in respect of the Services (including any entity, employer or recruiting agency), you will disclose all such third parties to us; (d) you shall promptly update your registration information and all Content you provide so that it remains accurate, current, and complete; (e) you will conduct yourself in a professional and honest manner in all your interactions with Pallet, the Services, and with any other User, including refraining from defaming, disparaging, threatening, harassing, or intimidating anyone or using or posting slanderous, libelous, threatening, unlawful, infringing, inflammatory, misleading, fraudulent, false, profane, offensive, obscene, or otherwise objectionable Content or language or behaving inappropriately towards any User or third party (including by stalking, hacking, phishing, harassing, spamming, bullying, insulting, or otherwise harming anyone); (f) to the extent that Pallet is determined, for any reason, not to be the licensee of any User Content you have shared through the Services including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”), you hereby (1) ratify and consent to any action that may be taken by Pallet to obtain licenses with respect to such Moral Rights and agree not to assert any Moral Rights with respect thereto, and (2) agree that you will confirm any such ratifications, consents and agreements from time to time as requested by Pallet; (g) you have no claim against Pallet for the placement of advertising or similar Content on the Services or in connection with the display of any Content or other information from the Services; (h) your User Content will be viewable by other Users and Pallet shall not be responsible for any republishing of the same through third party services and websites (whether in accordance with the Agreement or in breach thereof such as by a third party that hacks into our Services or scrapes Content); (i) If you are an Employer, your hiring and/or application process does not contain atypical requirements (as determined in our sole discretion), including but not limited to, application fees, unpaid trial periods, or investment in your company; (j) you will communicate with Curators, Members, and Employers through the Services solely for the purpose of recruitment and hiring with respect to jobs and opportunities posted on the Services, and you will not solicit or advertise to any other User through the Services for any other purpose, including, but not limited to, investment opportunities, training programs, incubators or anything else unrelated to the jobs and opportunities posted on the Services; and (k) you will comply with all applicable laws and regulations in using the Services, as well as in engaging in any contractual relationship resulting therefrom.

5. CONFIDENTIALITY. 

‍During your access to the Services, we may disclose to you, or you may otherwise receive access to, our confidential and/or proprietary materials and information, including with respect to information about other Users and hiring opportunities (“Confidential Information”).  All materials and information disclosed by Pallet or otherwise made available through the Services that is identified at the time of disclosure as confidential, and all such other information that you reasonably should have known was Confidential Information, will be considered Confidential Information.  Unless otherwise agreed in advance and in writing by Pallet, you will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever or disclose the Confidential Information to any third party.  If you are an entity, you may disclose the Confidential Information only to those of your employees who need to know such information and who, prior to such disclosure, are made aware of the confidential nature of the Confidential Information and caused to execute, or are already bound by, a non-disclosure agreement containing terms and conditions consistent with the those in this Agreement.  In any event, you shall be responsible for any breach of the terms and conditions of this Agreement by any of your employees.  You shall use at least the same degree of care to avoid disclosure of the Confidential Information as you employ with respect to your own confidential information of like importance, but not less than a reasonable degree of care.  The obligations in this Section 5 will not apply to any information that you can demonstrate (a) is in or comes into the public domain without breach of this Agreement by you; (b) was in your possession prior to receipt from Pallet and was not acquired under an obligation of confidentiality or non-use; (c) is acquired by you from a third party not under an obligation of confidentiality or non-use to Pallet; or (d) is independently developed by you without use of any Confidential Information as demonstrated by contemporaneous, written records.  You may disclose Confidential Information as required by law or court order; provided that you provide us with prompt written notice thereof and use best efforts to limit disclosure.  At any time, upon our request, you will return to us all Confidential Information in your possession, including, without limitation, all copies and extracts thereof.

• As a Member, you agree to keep all communications received from Employers confidential and not to disclose any hiring opportunities identified through the Services without the Employer’s permission.
• As an Employer, you agree to keep Member identities and information confidential.  You agree not to disclose any information related to a Member within your organization, except as necessary to make hiring related decisions about that Member.

6. RELEASE AND INDEMNITY. 

6.1. Release.  You hereby irrevocably release any claims you may have against Pallet, its affiliates, and the directors, officers, managers, partners, employees, members, owners, shareholders, agents and representatives of the foregoing (the “Pallet Parties”) that are related to:

• the Services or your use of Content, including any representations, recommendations or referrals you may receive or make as a result of your registration with Pallet;
• misstatements, inaccuracies, misrepresentations, incompleteness or omissions in Content, and your reliance on the quality, accuracy or reliability of any job postings, profile information, recommendations and metrics used on or available through the Services;
• contractual obligations or any other obligations that may arise, including by statute or operation of law, through communications made by Users (including any employment or contractual relationship between a Member and an Employer, which relationships you expressly acknowledge that Pallet shall not be considered a party to and shall not be considered a joint employer therein);
• violations of the Agreement, including through other Users posting Content that is fraudulent, false, misleading, defamatory, slanderous, libelous, profane, obscene, invasive, threatening, harassing, bullying, intimidating, unlawful, infringing, inflammatory, or in violation of agreements or policies the User is subject to;
• any use by a third party of Content obtained from the Services, including any misappropriation, infringement, or other unlawful activity that a third party may undertake after obtaining Content in contravention of the Agreement or applicable laws, rules or regulations; and
• your inability to use or access the Services or any Content, including, without limitation, as a result of (a) any suspension or termination of your Account; (b) viruses, malicious code, bugs, glitches or errors in the Services; or (c) delays, outages or disruptions that affect the Services.

• You are solely responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and third parties.  Without limiting the generality of the foregoing, Employers and Members assume all liability for proper classification of Members as independent contractors or employees based on applicable legal guidelines.  Employers and Members acknowledge that Pallet does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed.  Pallet does not set work hours, location of any work pursuant to any contractor relationships.  Pallet will not provide either party with training or any equipment, labor or materials needed, or supervision of a Member for any engagement.  Pallet will not set the rate or method of contractor payment, process contractor invoices, nor will it provide benefits or deduct any amount for withholding, unemployment, Social Security, or other taxes.  Employers and Members will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, with respect to any engagement resulting from their use of the Services.
• You acknowledge and agree that Pallet is not a party to the relationship or any dealings between Users of the Services, including, without limitation any relationship or dealings between Employers and Members.  Without limiting the foregoing, you acknowledge that Users are solely responsible for (i) verifying and ensuring the accuracy, completeness and legality of any Content; (ii) determining the suitability of any Member for any job or opportunity posted through the Services (including, by way of interviews, vetting, references, background checks and other similar actions); (iii) assessing the reputation, stability and outlook of any Employer, or the quality, benefits and drawbacks of any job posted by an Employer through the Services; or (iv) negotiating and executing any applicable employments offers, letters or agreements between Users;
• IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES.  FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE.  YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.

6.2. Indemnity.  You agree to defend, indemnify and hold harmless each of the Pallet Parties from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (“Losses”) arising from: (a) your use of the Services; (b) your violation of the Agreement or any applicable law, rule or regulation; (c) alleged or actual violation of any third party’s right (including by defamation, fraud, or infringement of intellectual property rights such as copyright, logo, trademark, service mark, trade name, property or privacy right); (d) any dispute between or involving you and another User, including, without limitation, disputes arising from an employment, contractual or similar relationship between a Pallet Party and you or another User based on communications you made through the Services; (e) Your Content; and (f) your negligence, willful misconduct or fraud.  You shall pay all reasonable attorneys’ fees, court costs, settlements, disbursements and other defense costs in connection with the Losses arising under this paragraph.  Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the any Pallet Parties.  You agree that the provisions in this paragraph will survive any termination of your Account(s) or the Services.

7. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT IN NO EVENT SHALL ANY PALLET PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LITIGATION COSTS, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR A LOSS OF PRODUCTION, REPUTATION, OPPORTUNITIES, USE, DATA, CONTENT, REVENUE OR PROFITS, IN EACH CASE WHETHER OR NOT ANY PALLET PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE PALLET PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY RESULTING FROM (A) THE USE OR INABILITY TO USE THE SERVICES (INCLUDING ON ACCOUNT OF THE TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE SERVICES OR TERMINATION OR SUSPENSION OF YOUR ACCOUNT); (B) STATEMENTS OR CONDUCT OF ANY OTHER PARTY ON THE SERVICES; (C) ANY DELETION OR MODIFICATION OF CONTENT YOU OR A THIRD PARTY PROVIDED ON THE SERVICES; OR (D) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.  TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT THE PALLET PARTIES, IN AGGREGATE, SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (1) THE FEES PAID OR PAYABLE BY YOU TO PALLET IN THE PRECEDING TWELVE (12) MONTHS NET OF ANY REFUNDS; OR (2) ONE HUNDRED DOLLARS ($100.00).  THE LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PALLET AND YOU.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

8. DISCLAIMER OF WARRANTIES.

‍TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  PALLET PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.  PALLET PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.  ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT PALLET PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PALLET PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND OTHER USERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.  PALLET PARTIES MAKE NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.

9. MONITORING AND ENFORCEMENT.

‍Pallet reserves the right to: (a)  remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, 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 Pallet; (c) 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; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.  We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users.  

If Pallet becomes aware of any possible violation(s) by you of the Agreement, Pallet reserves the right to investigate such violation(s).  If, as a result of the investigation, Pallet believes that criminal activity has occurred, Pallet reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Pallet is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Pallet’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement; (iii) respond to any claims that Your Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Pallet, its Users or the public, and all enforcement or other government officials, as Pallet in its sole discretion believes to be necessary or appropriate. 

10. COPYRIGHT POLICY. 

It is Pallet’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Pallet by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Pallet’s Copyright Agent for notice of claims of copyright infringement is as follows: Jainil Sutaria jainil@pallet.com.   

11. TERM AND TERMINATION. 

11.1. Term.  The Agreement commences on the earlier to occur of (a) the date you first used the Services; or (b) the date when you accept them (as described in the preamble above), and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement. 

11.2. Termination of Services by Pallet.  If you have materially breached any provision of the Agreement, or if Pallet is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Pallet has the right to, immediately and without notice, suspend or terminate any Services provided to you.  You agree that all terminations for cause shall be made in Pallet’s sole discretion and that Pallet shall not be liable to you or any third party for any termination of your Account.  Pallet may also terminate this Agreement for its convenience on thirty (30) days’ prior written notice to you.  

11.3. Termination of Services by You.  You may terminate the Agreement at any time by (a) notifying us at any time; (b) closing your Account; (c) deleting all User Content you have provided to Pallet; and (d) ceasing to use the Services; provided that (i) upon such termination all rights to use and access any of the Services will be immediately and automatically revoked; (ii) all amounts due to Pallet in connection with the Agreement will become due and payable; and (iii) you will not be entitled to a refund of any fees paid in advance to Pallet for any of the Services. 

11.4. Effect of Termination.  Termination of the Services includes removal of access to, and barring of further use of, the Services, and the deletion of your password and all related information and Content associated with your Account, including Your Content.  Pallet will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  Upon termination of the Agreement for any reason, you shall destroy and remove from all computers, cloud storage and other storage media all Content that you acquired through use of the Services.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification, confidentiality, dispute resolution, and limitation of liability.

12. DISPUTE RESOLUTION.  Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Pallet and limits the manner in which you can seek relief from us.

12.1. Applicability of Arbitration Agreement.  You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Services, or to any aspect of your relationship with Pallet, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Pallet may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

12.2. Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent, United Corporate Services, Inc., at 874 Walker Road, Suite C, Dover, DE 19904.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Pallet will pay them for you.  In addition, Pallet will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

12.3. Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement; and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Pallet.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement).  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

12.4. Waiver of Jury Trial.  YOU AND PALLET HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Pallet are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Application of Arbitration Agreement) above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

12.5. Waiver of Class or Other Non-Individualized Relief.  ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York.  All other disputes, claims, or requests for relief shall be arbitrated.  

12.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: team@pallet.com, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Pallet username (if any), the email address you used to set up your Pallet account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

12.7. General.  Except as provided in Section 12.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  This Arbitration Agreement will survive the termination of your relationship with Pallet.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Pallet makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Pallet at the following address: 43 Crosby Street, 4th Floor, New York, NY 10012.

13. THIRD-PARTY SERVICES.

‍The Services may contain links to third-party websites, applications, and advertisements for third parties (collectively, “Third-Party Services”).  Such Third-Party Services are not under the control of, and are not the responsibility of, Pallet.  We provide these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services.  You use all links in Third-Party Services at your own risk.  When you leave our Services, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

14. GENERAL.

14.1. Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without

14.2. Force Majeure.  Pallet shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

14.3. Publicity.  If you are an Employer, you agree that we may use your (and your organization’s) name and logo in our customer lists on our website and in other public statements or disclosures for the purposes of marketing the Services.

14.4. Notice.  Where Pallet requires that you provide an e-mail address, you are responsible for providing Pallet with your most current e-mail address.  In the event that the last e-mail address you provided to Pallet is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Pallet’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Pallet at the following address: 43 Crosby Street, 4th Floor, New York, NY 10012 .  Such notice shall be deemed given when received by Pallet by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

14.5. Availability of Services Outside U.S.  Pallet operates and controls the Services from the United States.  Pallet makes no representation that the Services are appropriate or available in other locations.  The information provided on or through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Pallet to any registration requirement within such jurisdiction or country.  Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

14.6. Governing Law and Venue.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of NEW YORK, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Pallet agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.

14.7. Waiver; Severability.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

14.8. Section Headings; Interpretation.  The section headings are for convenience only and shall not be given any legal import.  You agree that the Agreement will not be construed against Pallet by virtue of Pallet having drafted them.

14.9. No Third-Party Beneficiaries.  This Agreement is an agreement between you and Pallet.  No third party has any rights or remedies under this Agreement.

14.10. Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

14.11. Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.