A transparent agreement governing your use of Palnu and the rights and responsibilities of both parties.
By accessing or using Palnu ("Service"), you agree to be bound by these Terms of Service ("Agreement"). If you do not accept these terms in their entirety, do not use the Service. These terms are entered into by and between Palnu, Inc. ("Company," "we," "us," or "our") and you or the entity you represent ("Customer" or "you").
Palnu is a B2B software-as-a-service (SaaS) platform designed to help registered investment advisers (RIAs), broker-dealers, and independent financial advisors collect client feedback, testimonials, and referral leads. The Service includes:
To use Palnu, your firm must register for an account by providing accurate, current, and complete information. Your firm is responsible for maintaining the confidentiality of your account credentials and password. You agree to accept responsibility for all activities that occur under your account.
Your firm may add multiple users (advisors, compliance officers, administrators) to your Palnu account. Each user must have a unique login. Your firm is responsible for ensuring that all users comply with these terms and applicable securities laws. Your firm may revoke user access at any time.
Your firm must designate at least one account administrator. The administrator has the authority to manage users, configure settings, and authorize testimonials on behalf of your firm. Palnu relies on the administrator's representations about their authority to bind your firm.
Users must be at least 18 years old and of legal age to use the Service. By accessing Palnu, you represent and warrant that you meet this requirement.
You agree that you will not use Palnu in any way that:
Palnu and its content, features, and functionality (including software, algorithms, user interface design, and documentation) are owned by Palnu, Inc., its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, and other intellectual property laws.
We grant you a limited, revocable, non-exclusive, non-transferable license to use Palnu solely for the purposes of managing client feedback, testimonials, and referrals in compliance with applicable securities laws. You may not sublicense, sell, lease, transfer, assign, or otherwise dispose of the Service.
You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on Palnu.
You retain all ownership rights to customer data you upload to Palnu, including client testimonials, referral records, and feedback responses ("Customer Data"). By uploading Customer Data, you grant Palnu a worldwide, royalty-free license to use, process, and store this data solely to provide the Service.
You represent and warrant that:
Palnu retains Customer Data in accordance with the Data Retention schedule in our Privacy Policy, primarily to comply with SEC Rule 204-2 (five-year default retention). Upon termination or expiration of your subscription, we will retain Customer Data for 30 days to allow for export. After 30 days, we will delete your Customer Data unless otherwise required by law.
You may export your Customer Data at any time via the Palnu dashboard (JSON or CSV format). Upon request, we will provide a data export within 10 business days at no additional charge.
Palnu is a software platform only. Palnu is not a registered investment adviser, broker-dealer, law firm, or compliance consultant. Palnu does not provide legal, tax, investment, or compliance advice. The compliance features in Palnu are tools designed to assist your firm in meeting regulatory requirements; they do not guarantee compliance.
Your firm is solely responsible for:
If Palnu's tools fail to prevent non-compliant testimonials from being collected or published, Palnu is not liable to your firm or third parties. Your firm remains fully responsible for all regulatory compliance matters, regardless of Palnu's features or functionality.
Palnu commits to maintaining 99.5% monthly uptime (inclusive of planned maintenance windows). This is calculated as (Total Minutes in Month - Downtime Minutes) / Total Minutes in Month. Downtime excludes scheduled maintenance (max. 4 hours per calendar month) conducted during off-hours.
We may conduct scheduled maintenance at any time with 48 hours' notice (via email or in-app notification). Scheduled maintenance is excluded from our uptime guarantee.
If uptime falls below 99.5% in any calendar month (excluding scheduled maintenance and force majeure), the following credits apply:
Credits are applied to your next invoice. To claim a credit, contact us through our website with evidence of downtime within 30 days of the incident.
Uptime guarantees do not apply to:
THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. PALNU MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PALNU DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PALNU SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF PALNU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR YOUR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, PALNU'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.
You acknowledge that these limitations are essential to Palnu's ability to offer affordable SaaS services. These limitations apply regardless of the form of action (contract, tort, strict liability, or otherwise) and even if any limited remedy fails its essential purpose.
You agree to indemnify, defend, and hold harmless Palnu and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to:
You may terminate your subscription at any time by providing written notice through our website. Termination is effective immediately, and we will retain Customer Data for 30 days (as described in Section 6.3). You will not receive a refund of prepaid fees for the terminated period, except as required by law.
Palnu may terminate your account or Service access immediately if:
Palnu may also terminate for convenience with 90 days' notice.
Upon termination, your account access will be revoked, and you will not be able to log in or use the Service. Customer Data will be retained for 30 days as described above. All provisions that survive by their nature (Intellectual Property, Indemnification, Limitation of Liability, Governing Law) will remain in effect.
Palnu offers monthly and annual subscription plans at pricing specified in your Order Form. Monthly plans renew on the anniversary of your signup date. Annual plans renew on the anniversary of your paid subscription start date.
We will invoice you in advance (on the 1st day of each billing period for monthly; 30 days before renewal for annual). Payment is due within 30 days of invoice. We accept credit cards (processed by Stripe) and bank transfers. Stripe's fees are your responsibility unless otherwise stated in your Order Form.
If payment is not received within 30 days of the due date, Palnu may suspend your account access until payment is received. If payment remains overdue after 45 days, Palnu may terminate your account.
We may increase subscription prices with 90 days' notice. Price increases do not apply to existing subscriptions during their current billing period. If you do not accept the new price, you may cancel your subscription within the notice period.
All fees are non-refundable except as required by law. Partial-month credits are not provided for plan downgrades or mid-cycle cancellations.
Each party may disclose confidential information (including source code, business plans, customer lists, pricing) to the other party. The receiving party agrees to keep this information confidential and not disclose it to third parties without consent, except as required by law.
Confidentiality obligations do not apply to information that is:
Palnu implements technical and administrative safeguards to protect Customer Data, including encryption, access controls, and monitoring. See our Trust Center and Privacy Policy for detailed security information.
If Customer Data is compromised due to a security incident, Palnu will notify you within 72 hours and provide information about the incident, affected data, and remediation steps.
If your firm is a GDPR-applicable entity or has specific data processing requirements, we can execute a Data Processing Agreement (DPA). Contact us through our website to request a DPA.
This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
You irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any disputes arising from this Agreement or your use of the Service.
Before initiating formal legal action, you agree to first attempt to resolve disputes informally by contacting us through our website. If informal resolution fails, you agree to the jurisdiction and venue provisions in Section 15.2.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE SHALL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT ON BEHALF OF A CLASS, CLASS MEMBERS, OR OTHERS. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS AGAINST PALNU.
Palnu may update these Terms of Service at any time. Material changes will be communicated via email at least 30 days before taking effect. Continued use of the Service after changes become effective constitutes acceptance of the updated terms. If you do not accept changes, you may terminate your subscription within the notice period.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
This Agreement, together with any Order Form, exhibits, and our Privacy Policy and Trust Center, constitutes the entire agreement between you and Palnu regarding the Service and supersedes all prior and contemporaneous agreements, understandings, and negotiations. If there is a conflict between this Agreement and an Order Form, the Order Form controls.
If you have questions about these Terms of Service or need to report a violation, please contact us through our website.
We will respond to inquiries within 10 business days.