Last Updated: [Date]

Welcome, and thank you for your interest in Palette ("**Palette**," "we," or "us") and our website at [www.wearpalette.com](http://www.wearpalette.com), along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the "**Service**"). These Terms of Service are a legally binding contract between you and Palette regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PALETTE'S PRIVACY POLICY (TOGETHER, THESE “**TERMS**”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND PALETTE'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PALETTE AND BY YOU TO BE BOUND BY THESE TERMS.

**ARBITRATION NOTICE.** EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 17 (DISPUTE RESOLUTION AND ARBITRATION), YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND PALETTE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Palette Service Overview

Palette is a company focused on generating photorealistic artificial intelligence (“**AI**”) images of real people. As part of the Service, Palette uses a suite of AI tools (the “**AI Image Generator**”) to generate AI images for users (the “**AI Images**”). Users will upload various self-images to the Service, which the AI Image Generator will use to produce the AI Images for users' personal use. Users will receive different backgrounds, poses, and styles to choose from for the perfect photograph.

2. Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that:

- (a) You are at least 18 years old;

- (b) You have not previously been suspended or removed from the Service;

- (c) Your registration and your use of the Service are in compliance with any and all applicable laws and regulations.

If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these Terms, and you agree to be bound by these Terms.

3. Accounts and Registration

To access most features of the Service, you must connect to the Service through a third-party account (e.g., Facebook or Google) (each, a “**Third-Party Account**”). When you connect a Third-Party Account to the Service, you are submitting to Palette your login credentials for such Third-Party Account (“**Third-Party Account Credentials**”). By providing Palette with your Third-Party Account Credentials, you authorize Palette to act on your behalf to retrieve information from the applicable Third-Party Account for purposes of providing the Service under these Terms. You are responsible for ensuring that your Third-Party Account Credentials have been shared in accordance with the terms of your agreement with the applicable Third-Party Account provider. Third-Party Accounts are not under Palette's control, and Palette is not responsible for any actions taken by third parties in connection with your sharing of Third-Party Account Credentials.

4. General Payment Terms

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

Price

Palette reserves the right to determine pricing for the Service. Palette will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Palette may change the fees for any feature of the Service, including additional fees or charges, if Palette gives you advance notice of changes before they apply. Palette, at its sole discretion, may make promotional offers with different features and different pricing to any of Palette's customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

Authorization

You authorize Palette to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Palette, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Palette may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

Delinquent Accounts

Palette may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time any fee is due, Palette reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.

No Refunds

All payments made for the Service are final and non-refundable. Once a payment is processed, you will not be entitled to a refund or credit for any reason, including but not limited to dissatisfaction with the Service, failure to use the Service, or if you change your mind after making the purchase. By purchasing the Service, you acknowledge and agree that you are not entitled to any refunds or reimbursements.

5. Licenses

Limited License

Subject to your complete and ongoing compliance with these Terms, Palette grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.

AI Images

The AI Image Generator will use your User Content (as defined below) to generate the AI Images. Subject to your compliance with these Terms, Palette hereby assigns to you all of its rights, title, and interest (if any) in and to the AI Images resulting from your use of the Service and Palette's use of your User Content in connection with the AI Image Generator. The AI Image Generator may provide the same or similar AI Images to other users, and Palette's assignment to you in the preceding sentence does not apply to the AI Images resulting from other users' use of the Service. You agree that we may use AI Images to (a) provide, maintain, develop, protect, and improve the Service or our other products and services; (b) comply with applicable law; and (c) enforce these Terms and any Additional Terms (defined below). You are solely responsible for your use of any AI Images.

License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

- (a) Reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service;

- (b) Make modifications to the Service;

- (c) Interfere with or circumvent any feature of the Service, including any security or access control mechanism.

If you are prohibited under applicable law from using the Service, then you may not use it.

Feedback

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with, or proposed modifications or improvements to the Service (“**Feedback**”), then you hereby grant Palette an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

6. Ownership; Proprietary Rights

The Service is owned and operated by Palette. The AI Image Generator, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Palette (“**Materials**”) are protected by intellectual property and other laws. For clarity, Materials exclude AI Images resulting from your use of the Service, which, as between you and Palette, are owned by you. All Materials included in the Service are the property of Palette or its third-party licensors. Except as expressly authorized by Palette, you may not make use of the Materials. There are no implied licenses in these Terms, and Palette reserves all rights to the Materials not granted expressly in these Terms.

7. Third-Party Terms

Third-Party Services and Linked Websites

Palette may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you authorize Palette to transfer that information to the applicable third-party service. Third-party services are not under Palette's control, and Palette is not responsible for any third-party service's use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Palette's control, and Palette is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Palette will have no control over the information that has been shared.

Third-Party Software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“**Third-Party Components**”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

8. User Content

User Content Generally

Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“**Post**”) content to the Service, including but not limited to messages, reviews, photos, images, folders, data, text, and any other works of authorship or other works (“**User Content**”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

Limited License Grant to Palette

By Posting User Content to or via the Service, you grant Palette a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, whether now known or hereafter developed. If you upload User Content to the Service, you hereby grant Palette the right to use the data, content, and information derived from the User Content, except to the extent such data, content, and information derived from the User Content constitutes photographs uploaded to the Service by users, to provide and improve the Service, including to train our algorithms through machine learning and for what is commonly referred to as “generative artificial intelligence” purposes. Palette will not use photographs uploaded by you to the Service to train its algorithms for generative artificial intelligence or marketing purposes unless we receive your prior written consent for such uses. You agree that Palette may aggregate your data with the data of other Palette users for such purposes. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Palette's exercise of the license set forth in this Section.

Specific Rules for Photographs and Images

If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty-free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.

You Must Have Rights to the Content You Post; User Content Representations and Warranties

You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Palette disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

- (a) You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Palette and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Palette, the Service, and these Terms;

- (b) Your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not:

- (i) Infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right;

- (ii) Slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person;

- (iii) Cause Palette to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties;

- (c) Your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Palette may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that, in our sole judgment, violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Palette with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Palette does not permit infringing activities on the Service.

Monitoring Content

Palette does not control and does not have any obligation to monitor:

- (a) User Content;

- (b) Any content made available by third parties;

- (c) The use of the Service by its users.

You acknowledge and agree that Palette reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Palette chooses to monitor the content, then Palette still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Palette may block, filter, mute, remove, or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

9. Communications

Email

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. Prohibited Conduc

BY USING THE SERVICE, YOU AGREE NOT TO:

- Use the Service for any illegal purpose or in violation of any local, state, national, or international law;

- Harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;

- Violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

- Access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Palette;

- Interfere with security-related features of the Service, including by:

- (i) Disabling or circumventing features that prevent or limit use, printing, or copying of any content;

- (ii) Reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

- Interfere with the operation of the Service or any user's enjoyment of the Service, including by:

- (i) Uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;

- (ii) Making any unsolicited offer or advertisement to another user of the Service;

- (iii) Collecting personal information about another user or third party without consent;

- (iv) Interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

- Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

- Sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials;

- Attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

11. Intellectual Property Rights Protection

Respect of Third-Party Rights

Palette respects the intellectual property rights of others and takes the protection of intellectual property rights very seriously. Infringing activity will not be tolerated on or through the Service.

DMCA Notification

If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent.

Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, please promptly send a written "Notification of Claimed Infringement" to the Designated Agent identified above containing the following information:

- (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

- (b) A description of the copyrighted work or other intellectual property right that you claim has been infringed;

- (c) A description of the material that you claim is infringing and where it is located on the Service;

- (d) Your address, telephone number, and email address;

- (e) A statement by you that you have a good faith belief that the use of the materials on the Service about which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law;

- (f) A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the owner's behalf.

Your Notification of Claimed Infringement may be shared by Palette with the user alleged to have infringed a right you own or control, and you consent to Palette making such disclosures. You should consult with your own lawyer or see 17 U.S.C. §512 to confirm your obligations to provide a valid notice of claimed infringement.

Repeat Infringers

Palette's policy is to:

- (a) Remove or disable access to material that Palette believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and

- (b) In appropriate circumstances, terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people's intellectual property rights.

Palette reserves the right to suspend or terminate accounts of users in our sole discretion.

Counter Notification

If you receive a notification from Palette that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, you will have the right to provide Palette with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Palette's Designated Agent through one of the methods identified in Section 11, and include substantially the following information:

- (a) Your physical or electronic signature;

- (b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

- (c) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

- (d) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal courts located within [Insert Appropriate Jurisdiction], and that you will accept service of process from the person who provided notification or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. §512 to confirm the party's obligations.

Reposting of Content Subject to a Counter Notification

If you submit a Counter Notification to Palette in response to a Notification of Claimed Infringement, Palette will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Palette will replace the removed User Content or cease disabling access to it in 10 business days. Palette will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Palette's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Service.

False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides at 17 U.S.C. §512(f) that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Palette reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

12. Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms to continue using the Service. If you do not agree to the modified Terms, you should discontinue your use of the Service.

13. Term, Termination, and Modification of the Service

Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service and ending when terminated as described below.

Termination

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Palette may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice.

You may terminate your account and these Terms at any time from within our service.

Effect of Termination

Upon termination of these Terms:

- (a) Your license rights will terminate, and you must immediately cease all use of the Service;

- (b) You will no longer be authorized to access your account or the Service;

- (c) All payment obligations accrued prior to termination and Sections 5.4 (Feedback), 6 (Ownership; Proprietary Rights), 13.3 (Effect of Termination), 14 (Indemnity), 15 (Disclaimers; No Warranties by Palette), 16 (Limitation of Liability), 17 (Dispute Resolution and Arbitration), and 18 (Miscellaneous) will survive.

You are solely responsible for retaining copies of any User Content you Post to the Service since, upon termination of your account, you may lose access rights to any User Content you Posted to the Service.

Modification of the Service

Palette reserves the right to modify or discontinue all or any portion of the Service at any time, temporarily or permanently, without notice. Palette will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

14. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Palette and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the "Palette Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with:

- (a) Your unauthorized use of, or misuse of, the Service;

- (b) Your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;

- (c)*Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right;

- (d) Any dispute or issue between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate with our defense of these claims.

15. Disclaimers; No Warranties by Palette

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. PALETTE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING:

- (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT;

- (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

PALETTE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PALETTE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR PALETTE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PALETTE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND THAT PALETTE IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

PALETTE USES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TO PROVIDE THE SERVICE. YOU ACKNOWLEDGE THAT THE TECHNOLOGY USED BY PALETTE IS EXPERIMENTAL AND SUBJECT TO UNEXPECTED OUTPUTS AND RESULTS. THE AI IMAGE GENERATOR MAY PROVIDE RESULTS THAT CONTAIN ERRORS OR DO NOT ACCURATELY REFLECT REAL EVENTS, PLACES, PEOPLE, OR FACTS. YOU AGREE THAT PALETTE WILL NOT BE LIABLE FOR ANY MISTAKES, INACCURACIES, OMISSIONS, OR OFFENSIVE MATERIAL IN THE AI IMAGES OR ANY OTHER CONTENT GENERATED BY THE SERVICE.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. PALETTE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT PALETTE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PALETTE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PALETTE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTIONS 17.5 (COMMENCING ARBITRATION) AND 17.7 (ARBITRATION RELIEF), THE AGGREGATE LIABILITY OF THE PALETTE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF:

- (a) THE AMOUNT YOU HAVE PAID TO PALETTE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; AND

- (b) ONE HUNDRED U.S. DOLLARS (US $100).

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PALETTE.

17. Dispute Resolution and Arbitration

Generally

Except as described in Section 17.2 (Exceptions) and 17.3 (Opt-Out), you and Palette agree that every dispute arising in connection with these Terms or the Service will be resolved by binding arbitration.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PALETTE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions

Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:

- (a) Bring an individual action in small claims court;

- (b) Pursue an enforcement action through the applicable federal, state, or local agency if that action is available;

- (c) Seek injunctive relief in a court of law in aid of arbitration;

- (d) File suit in a court of law to address an intellectual property infringement claim.

18.2 (Governing Law).

Arbitrator

This arbitration agreement is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association ("**AAA**") under the AAA's Consumer Arbitration Rules (collectively, "**AAA Rules**") as modified by these Terms. The AAA Rules and filing forms are available online at [www.adr.org](https://www.adr.org), or by calling the AAA at 1-800-778-7879.

Arbitration Proceedings

Any arbitration hearing will take place at a location to be agreed upon in the United Staes, unless we agree otherwise. During the arbitration, the amount of any settlement offer made by you or Palette must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

Arbitration Relief

Except as provided in Section 17.8 (No Class Actions), the arbitrator can award any relief that would be available in court. The arbitrator's award shall be final and binding on all parties, except for limited rights of appeal under the Federal Arbitration Act.

No Class Actions

YOU AND PALETTE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Modifications to this Arbitration Provision

If Palette makes any future change to this arbitration provision, other than a change to Palette's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Palette's address for Notice of Arbitration, in which case your account with Palette will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

Enforceability

If Section 17.8 (No Class Actions) or the entirety of this Section 17 is found to be unenforceable, or if Palette receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void, and, in that case, the exclusive jurisdiction and venue described in Section 18.2 (Governing Law) will govern any action arising out of or related to these Terms.

18. Miscellaneous

General Terms

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Palette regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms without Palette's prior written consent. Palette may assign these Terms at any time without notice or consent.

The failure to require performance of any provision will not affect our right to require performance at any later time. If any part of these Terms is held invalid or unenforceable, the remaining portions will remain in full force and effect.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of [Insert Appropriate State], without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Cobb County, Georgia, for the purpose of litigating all such claims or disputes.

Privacy Policy

Please read the Palette Privacy Policy (the "**Privacy Policy**") carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post or link to from the Service ("**Additional Terms**"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, it will be subject to published policies.

International Use

The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use in other locations. Access to the Service from territories where such access is illegal is prohibited.