IMPORTANT—IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN READ THE AGREEMENT BELOW AND AGREE TO IT FOR YOU. IF YOU DON'T GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THIS, YOU DON'T HAVE PERMISSION TO USE PALETTE. ALWAYS GET AN ADULT'S PERMISSION BEFORE GOING ONLINE.
We constantly try to improve our Services, so we may update this Agreement as we offer new and improved Services. We may modify this Agreement at any time, but we will do our best to bring this to your attention by posting a notice on the Services or notifying you by email or by some other means. If you don't agree with the new terms, you may reject them but unfortunately you will no longer be able to use the Services. Your use of the Services in any way following notification by Palette constitutes your acceptance of the terms and conditions as modified. We may suspend or discontinue any part of the Services, or we may introduce new features, impose limits on certain features or restrict access to parts or all of the Services at any time. We'll provide you notice when we make a material change to the Services that would adversely affect you.
You represent and warrant to Palette that:
This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers notify parents of children in the United States and obtain their consent before they knowingly collect personally identifiable information online from children who are under 13. Palette only collects personal information through the Services from a child under 13 where that student's school, district and/or teacher has agreed, via the terms described below, to obtain parental consent for that child to use the Services and disclose that personal information to Palette. Except as expressly set forth below, we do not knowingly collect or solicit personally identifiable information from a child under 13. Palette's mechanisms and policies for compliance with COPPA meet or exceed the requirements of the European Union's General Data Protection Regulation for the protection of the Personal Data of children.
If we learn we have collected personal information from a student under 13 other than pursuant to the above, or if we learn a student under 13 has provided us personal information beyond what we request from him or her, we will delete that information as quickly as possible. If you believe that a student under 13 may have provided us personal information in violation of this paragraph, please contact us at email@example.com.
Access to and use of Palette itself is free. Palette reserves the right to charge fees for certain features. We will notify you when we intend to charge for a service or feature. You will always have the choice whether to use those features. If you continue to use any service or feature after you have been notified of any applicable fees, that use constitutes your acceptance of any new or increased fees.
Note that, by using the Services, you may receive e-mail or text messages on your phone or mobile device, which may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply to your use of the Services.
This Agreement applies to all users of our Services, but there are special terms for you depending on what type of user you are.
If you are, for example, a student, parent or advisor who is invited to or added to Palette by an Administrator, you are a Participant. If you are a staff member of an Organization, such as a school or school district, club, team, or college, and have been given administrative rights, then you are an Administrator. Please read on below to find out what additional terms apply to you.
If you are a Participant (such as a student, parent, advisor or other individual invited to create or join a student’s network):
If you are accessing the Services as an Administrator and inviting users to join as Participants:
If you are an Organization (such as a non-profit, college, school, school district or club):
If Palette verifies you as an Administrator of your Organization, you may have the ability to perform the following tasks:
With respect to all users of Palette, whether you are a Participant, Administrator or Organization
IF YOU INVITE OR ADD ANYONE TO USE Palette AND/OR USE ANY FEATURE OF THE SERVICES WHICH REQUIRES SHARING PERSONAL INFORMATION OF ANYONE (INCLUDING, WITHOUT LIMITATION, IF YOU IMPORT CONTACTS FROM YOUR ADDRESS BOOK TO THE SERVICES), YOU REPRESENT AND WARRANT THAT YOU HAVE OBTAINED FREELY GIVEN, INFORMED CONSENT FROM EACH PERSON TO:
As a condition to using the Services, you may be required to register with Palette by selecting a password and providing your name and a valid email address. You will provide Palette with accurate, complete, and updated registration information. You may not:
Palette reserves the right to refuse registration of or to cancel a Palette account in its sole discretion. You will be responsible for maintaining the confidentiality of your account and password. You may not transfer your account to anyone without express prior written consent of Palette. Violation of any of the foregoing may result in immediate termination of your account, revocation of your ability to use the Services, and may subject you to state and federal penalties and other legal consequences. Palette reserves the right, but will have no obligation, to investigate your use of the Services in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.
As part of the Services, you will receive communications through the Services, including messages that Palette sends you (for example, via SMS, emails, in-app messages and push notifications). When an Administrator adds a new Participant, that Participant may receive a welcome message, instructions on how to stop receiving messages, and information on how to download the Palette application. Palette may also send other administrative messages. BY SIGNING UP FOR THE SERVICES, YOU AGREE TO RECEIVE COMMUNICATIONS FROM Palette AS WELL AS ORGANIZATIONS, THEIR ADMINISTRATORS AND PARTICIPANTS, AND YOU REPRESENT AND WARRANT THAT EACH PERSON YOU INVITE AND/OR ADD HAS CONSENTED TO RECEIVE COMMUNICATIONS FROM YOU AND PALETTE. If you connect to or use any third party services in conjunction with Palette, you acknowledge and consent to receive notifications and messages from those third party services. You agree to indemnify and hold Palette harmless for and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
If you are located in Canada, you may opt out of receiving marketing messages (including text messages and emails); however, you may still receive text message and email communications that are necessary for the Services or otherwise exempt from anti-spam laws.
All materials displayed or performed or available on the Services (including, but not limited to text, graphics, data, articles, photographs, images, illustrations, User Submissions (defined below), and so forth (all of the foregoing, the "Content")) are protected by copyright and other intellectual property laws. You may only use the Services for your own personal, non-commercial (meaning, you may not leverage the Services as a separate business) use and only in accordance with the terms of this Agreement and all laws that apply to you. Palette is not responsible for your use of the Services in any way that breaks the law. You agree you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and will not use, copy, modify, publish, distribute, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content, third party submissions or other proprietary rights not owned by you:
You will not link to the Services without Palette's prior written consent, except in accordance with the terms of this Agreement.
Under no circumstances will Palette be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with your use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
You warrant, represent and agree that you will not contribute any Content or otherwise use (or encourage anyone else to use) the Services in a manner that:
Palette reserves the right to terminate access of any third party application or service to our published or unpublished APIs.
Palette reserves the right (but does not have the obligation) to remove any Content from the Services at any time, for any reason (including, but not limited to, if we receive claims or allegations from individuals, companies or authorities relating to that Content or if Palette is concerned that you may have breached the foregoing restrictions), or for no reason at all. You, not Palette, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise provide using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such Content to Palette and to grant Palette the rights to use such information as provided herein.
You will be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. You will be responsible for ensuring that such equipment or ancillary services are compatible with the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
Under American copyright law, the Digital Millennium Copyright Act (the "DMCA"), online service providers such as Palette have the right, but not the obligation, to remove material that allegedly violates someone's copyright. We respect others' intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. To learn more about the DMCA, click here.
Under Canadian copyright laws, Palette is required to forward any notice from a copyright owner to a Palette user located in Canada if the copyright has notified Palette in accordance with the requirements under the Canadian Copyright Act.
Palette has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, Palette will not and cannot monitor, verify, censor or edit the content of any Third Party Services. By using the Services, you expressly relieve and hold harmless Palette from any and all liability arising from your use of any Third Party Services.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third parties. You agree that Palette will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between Palette users, or between Palette users and any third party, you understand and agree that Palette is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Palette, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our service. If you are a California resident, you will and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
Palette has no special relationship with or fiduciary duty to you. You acknowledge that Palette has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Palette from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or services containing, information that some people may find offensive or inappropriate. Palette makes no representations concerning any content contained in or accessed through the Services, and Palette will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Palette makes no representations, warranties, or conditions regarding suggestions or recommendations of services or products (including Content provided by users) offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) the Services are provided AS IS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, FROM Palette OR ANYONE ELSE. THE SERVICES, CONTENT, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You will indemnify, defend and hold Palette, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL PALETTE OR ITS SUPPLIERS OR ITS SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY:
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
This Agreement will remain in full force and effect while you use the Services. You may terminate your use of the Services or your account at any time by deleting your account in your account settings tab or by contacting us at firstname.lastname@example.org. Note, if you become a Participant through an Organization, and you request that Palette delete your account, Palette may notify the Organization (and the Administrators of the classes or groups you are in of your deletion request. Palette may disable or terminate your access to the Services or your account at any time, for any reason (for your violation of any term of this Agreement or without cause), and without warning or notice, which may result in the forfeiture of all information associated with your account. Upon termination of your account, your right to use the Services and any Content will immediately cease; however, Palette may retain messaging data or other data and information pursuant to this Agreement, as necessary for auditing purposes, and as required by law. Computer deletion is not an instantaneous process. If you choose to terminate your account, all data will be rendered unavailable to you immediately and your data will be deleted over time as is true of all computer deletion everywhere. Remember that communications with others in which you participated will remain available to those other users. All provisions of this Agreement which, by their nature, should survive termination, will survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof, unless a state's laws explicitly require that any legal disputes are governed by the laws of that state. Any dispute arising from or relating to the subject matter of this Agreement will be finally settled in small claims court or by arbitration in Delaware or in a location that is reasonably convenient for you, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who will be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. If you cannot afford or otherwise do not want to pay arbitration filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees, we will consider in good faith any request by you for us to bear the cost of those fees. We will pay any administration fee, arbitration fees and fees and charges of attorneys, experts and witnesses if and to the extent we are required to pay such fees and charges by law or in order to make this arbitration provision enforceable. By agreeing to these terms, you acknowledge that you may not participate in a class action in court or in arbitration, either as a class representative, class member or class opponent. ACCORDINGLY, YOU ACKNOWLEDGE THAT YOU MAY NOT HAVE ACCESS TO A COURT (OTHER THAN A SMALL CLAIMS COURT) OR TO A JURY TRIAL. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party will have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
The failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further rights hereunder. Palette will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Palette's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Palette's prior written consent. Palette may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement and any subsequent versions of this Agreement posted to the Services will be deemed a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Palette in any way whatsoever.
It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglaise