Terms of Service

Palette Operations Pty. Ltd. and its affiliates ("Palette," "we" or "us") provide online and mobile services, including, but not limited to the Palette website ("palette.com" or the "Site"), widgets, computer programs and mobile applications hosted by or on behalf of Palette (collectively, the "Palette Services") intended to enhance a consumer's use of color and color measurement electronic products offered by Palette (the "Palette Products"). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Palette Operations Pty. Ltd. AND GOVERNS YOUR USE OF THE Palette SERVICES. Subject to your acceptance of and adherence to these Terms of Use (the "Terms of Use"), Palette hereby grants you a limited, non-exclusive license to utilize the Palette Services as set forth herein. The terms "you" and "user" shall refer to all individuals and entities that access the Palette Services.

By your affirmative actions of registering for and/or using the Palette Services, you signify your agreement to these Terms of Use and our Privacy Policy and consent to allow Palette to communicate with you electronically regarding Palette Services.

Modifications to the Terms of Use

We may make changes to the Terms of Use from time to time. A link to the most current Terms of Use will be available on the Palette home page and we will indicate the date of the "Latest Update" at the top of the Terms of Use. We may also place a special notice on the Palette Services or communicate significant changes by email. Your continued use of the Palette Services following the posting of such changes constitutes your acceptance of the Amended Terms of Use.

Requirements for Use of the Palette Services

The Palette Services are available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.

Full use of the Palette Services requires compatible Palette Products, Internet access, and certain software; may require periodic updates; and may be affected by the performance of these factors. The Palette Services is not a guaranteed part of any third party product or service offering, and no purchase or obtaining of any third party product or service shall be construed to represent or guarantee you access to the Palette Services.

Please see the section entitled "Precautions" below for recommended precautions related to your use of the Palette Products and the Palette Services.

Agency

You represent that you are using the Palette Services for its intended purpose. If you are registering or using the Palette Services on behalf of a company or other organization, you represent that you have authority to bind your employer by your actions.

Precautions

Content found on www.palette.com or through the Palette Services is for informational purposes only.

We are not responsible for any color related problems (such as production or artwork issues) that may result from using the Palette Services. If you engage in the Palette Services you agree that you do so at your own risk.

Information on the Palette Services


We try to provide helpful and accurate information on the Palette Services, but we make no endorsement, representation or warranty of any kind about any information, services or recommendations made available through the Palette Services. We are not responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through the Palette Services. If you rely on any information provided by Palette, Palette employees, or others appearing on or contributing content to the Palette Services, you do so solely at your own risk.

Your Privacy Settings

Through the Palette Services, we enable you, if you wish, to share information with others.

User-Generated Content

Subject to Palette's adherence with the privacy settings you select within the Palette Services, you hereby grant to Palette a perpetual, irrevocable, non-exclusive, world- wide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit any text, photographs or other data and information you submit to the Palette Services (collectively, "User Generated Content") in any media now existing or hereafter developed, including without limitation on websites, in audio format, and in any print media format. "User Generated Content" includes but is not limited to content posted on message board posts, blogs, journals, food and recipe submissions and user comments. Subject to Palette's adherence to the privacy settings you select within the Palette Services, you hereby waive any rights of publicity and privacy with respect to the User Generated Content and any other legal or moral rights that might preclude Palette's use of the User Generated Content or require your permission for Palette to use the User Generated Content. You agree not to assert any claim, whether based on tort, contract, or other legal theory, against Palette or its sublicensees relating to Palette's or its sublicensees' use of the User Generated Content in accordance with your privacy settings, and you hereby release Palette and its sublicensees from any such claims. You represent that your User Generated Content: (1) will not infringe any third party's copy- right, patent, trademark, trade secret or other proprietary rights; (2) will not violate any law, statute, ordinance or regulation; (3) will not be obscene or contain child pornography; (4) will not contain any viruses, worms, time bombs or other computer programming code that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (5) will not violate any third party's rights of publicity or privacy; and (6) will not be defamatory, unlawfully threatening or harassing, harmful to minors in any way, or otherwise offensive or inappropriate. You are responsible for complying with all laws applicable to your User Generated Content.

Ownership of the Palette Services

Except for the User Generated Content, the Palette Services and all aspects thereof, including all copyrights, trademarks, and other intellectual property rights therein, are owned by Palette or its licensors. You acknowledge that the Palette Services and any underlying technology used in connection with the Palette Services contain Palette's intellectual property and proprietary information. You may not reproduce, distribute, modify or create derivative works of, publicly display (including by framing any content), or commercially exploit any part of the Palette Services except as necessary to view the content therein and to create a reasonable number of copies of portions of such content (without modification) for your personal, non-commercial use. All rights in the Palette Services not expressly granted to you by Palette are retained by Palette and its licensors.

If you violate any of these Terms of Use, your permission to use the Palette Services automatically terminates and you must immediately destroy any copies you have made of any portion of the Palette Services.

Email Rules

Some of our users will make their email addresses available if they wish to converse with other users with similar interests or goals. If you use this information, you agree not to transmit "spam" or other unwanted solicitations, or any material that is harassing, threatening, offensive, obscene, abusive, harmful, defamatory, invasive of another's privacy, infringing of another's intellectual property rights, or illegal. Users found using email information in this manner may have their user accounts terminated. We are not responsible for the content of email messages sent to you by our users or from third parties.

Copyrighted Materials

You agree that any materials posted by you shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. You also agree that you have obtained all necessary rights and licenses required to allow the posting of any content posted by You.

If you feel that any content posted on the Palette Services infringes your copyrights or other intellectual property rights, please notify us by contacting our support.

User Indemnification Of Palette

Upon request by us, you agree to defend, indemnify and hold Palette and its partners, affiliates, service providers, licensors, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and accounting fees, arising from any claims, actions or demands related to or alleged to relate to: (a) your use of the Palette Services, including any User Generated Content you post, store, reproduce, display, or distribute via the Palette Services; (b) your violation of the Terms of Use; or (c) your violation of any intellectual property or other third party rights or any applicable law in connection with your use of the Palette Services. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting and available defenses.

Changes to Palette Services

Palette may change or discontinue, temporarily or permanently, any feature or component of the Palette Services at any time without further notice. You agree that Palette shall not be liable to you or to any third party for any modification, suspension or discontinuance of any feature or component of the Palette Services.

Third Party Services

The Palette Services may provide links or references to websites operated by third parties. We do not monitor or investigate such websites and we are not responsible for the content, functionality, or practices of such websites. Inclusion of links to third party websites on our Palette Services does not imply approval or endorsement of the linked website by us. If you decide to leave our Palette Services and access these third party websites, you do so at your own risk. Palette suggests that you read the terms of use and privacy policies (if any) on those third party websites. You agree that Palette has no liability for any damage or loss of any type that is a result of your use of a third party website.

Content And Warranty Disclaimer

THE WEBSITE IS PROVIDED BY Palette AND ITS AFFILIATES "AS IS." NEITHER Palette NOR ITS PARTNERS, SUPPLIERS, OR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, ITS CONTENTS, OR ANY INFORMATION MADE AVAILABLE BY OR THROUGH THE WEBSITE. IN ADDITION, Palette AND ITS PARTNERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE WEBSITE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHERMORE, Palette DOES NOT WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED, AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT WILL Palette BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE WEBSITE, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT Palette HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF Palette, ARISING FROM OR RELATING TO THE WEBSITE (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G. CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY) IS LIMITED TO $100. Palette'S AFFILIATES, PROVIDERS AND PARTNERS HAVE NO LIABILITY WHATSOEVER ARISING FROM THE WEBSITE. In some locations applicable law may not allow certain of the limitations described above, in which case such limitations may not apply to you.

General

The Terms of Use and the resolution of any dispute related to the Terms of Use or the Palette Services shall be governed by and construed in accordance with the laws of Australia without respect to its conflict of laws principles. You shall bring any legal action or proceeding against Palette related to the Palette Services exclusively in a federal or state court of competent jurisdiction sitting in Australia, and you agree to submit to the personal and exclusive jurisdiction of such courts. If any provision(s) of the Terms of Use is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Palette's failure to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision unless acknowledged and agreed to by Palette in writing. These terms and conditions constitute the entire agreement between you and Palette with respect to the subject matter herein and supersede any and all prior or contemporaneous oral or written agreements. You may not assign this agreement to any other party and any attempt to do so is void.