TERMS OF USE FOR PALIZE, INC.

The following terms and conditions (“Terms”) govern use of all content, services, and products (the “Service”) provided by PALIZE, Inc. (“PALIZE”) and available on the PALIZE sites including but not limited to websites and applications (the “Site”). The Service is owned and operated by PALIZE. The Site is intended to be used by users (“User” or “Users”) in connection with the Services.

The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time on the Site (collectively, the “Agreement”).

If you are entering into this Agreement on behalf of a Palize or other legal entity, you represent that you have the authority to bind such entity, its affiliates, and all users who access the Service through your account to this Agreement, in which case the terms “you” or “your” shall refer to such entity, its affiliates, and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Service.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OUR SITE OR USING THE SERVICE. BY ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE TO BECOME BOUND BY THIS AGREEMENT. THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER.

If you do not agree to all the terms and conditions of this Agreement, then you may not access the Service. If these terms and conditions are considered an offer by PALIZE, acceptance is expressly limited to these terms.

  1. General Account Terms

You must be a human. Accounts registered by “bots” or other automated methods are not permitted.

Access to, and use of, password protected areas of the Site is restricted to authorized users only and you may not share your password(s), account information, or access to the Site. You are responsible for maintaining the confidentiality of your password(s) and account information, and you are responsible for all activities that occur under your password(s) or account(s) or as a result of your access to the Site. You agree to notify PALIZE immediately of any unauthorized use of your password(s) or account(s). You are responsible for maintaining the security of your account and password. PALIZE cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify PALIZE of any unauthorized uses of your account, or any other breaches of security. PALIZE will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws). No matter what else is said in these Terms or anywhere else within the Services, you expressly acknowledge that you have no right, title, or interest to or in any account you create through our Services, and your account is not your property.

By using the Site, you warrant and represent that you are at least 18 years of age and otherwise legally competent to read, understand and accept the provisions of this Agreement. If you are under 18 years of age, you must not use any part of the Site, create an account, or submit any personal information to PALIZE through the Site.

PALIZE may remove Content that violates the Agreement at its sole discretion. Removing Content, or terminating an account are not actions PALIZE take lightly, and we may take a while to investigate and determine if such actions are warranted. It is at PALIZE’s sole discretion whether to discuss the reasons for taking action against any Content or account.

  1. Communication

By using this Site and our services you give PALIZE your express permission to contact you via email, messaging, or other electronic or non-electronic forms of communication for all purposes including distribution of marketing and promotional materials.

  1. Content

If you make (or allow any third party to make) material available through the Site (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software.

A. By making Content available, you represent and warrant that:

  1. the downloading, copying, and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, or trade secret rights, of any third party;
  2. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
  3. you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  4. the Content does not contain or install any viruses, worms, malware, trojan horses, or other harmful or destructive content;
  5. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  6. the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
  7. the Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other groups and web sites, and similar unsolicited promotional methods;
  8. the Content is not named in a manner that misleads your readers into thinking that you are another person or Palize; and
  9. you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses, and effects of the materials, whether requested to do so by PALIZE or otherwise.

B. Without limiting any of those representations or warranties, PALIZE has the right (though not the obligation) to, in PALIZE ’s sole discretion:

  1. refuse or remove any content that, in PALIZE’s reasonable opinion, violates any PALIZE policy or is in any way harmful or objectionable, or
  2. terminate or deny access to and use of the Service to any individual or entity for any reason. PALIZE will have no obligation to provide a refund of any amounts previously paid.

As a User, you may deactivate your account at any time. Personally identifying information such as your name, username, and profile photo will no longer be associated with Content you have posted.

  1. Our Fees

You agree to pay PALIZE the fees indicated for the Service. When payments begin, they will be charged on monthly basis and will cover the use of the Service for the period as indicated. Fees are non-refundable.

Payments

You agree to pay PALIZE the fees indicated for the Service. When payments begin, they will be charged on monthly or annual basis and will cover the use of the Service for the period as indicated.

In order to use certain Site Services, you must provide account information for at least one valid payment method.

You hereby authorize PALIZE, to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your method of payment consistent with our Customer Privacy Statement, and to charge your credit card (or any other payment method) for the Fees and any other amounts owed under the Agreement. To the extent permitted by applicable law and subject to our Customer Privacy Statement, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your payment method information.

By providing payment method information through the Site and authorizing payments with the payment method, you represents, warrants, and covenants that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments using the payment method(s); (c) if you are an employee or agent of a PALIZE or person that owns the payment method, you are authorized by the PALIZE or person to use the payment method to make payments; and (d) such actions do not violate the terms and conditions applicable to your use of such payment method(s) or applicable law.

Subscriptions

All Subscriptions renew automatically for the subscription term, at the then-current Subscription rate, until you cancel. YOU ACKNOWLEDGE AND AGREE THAT PALIZE Subscription, IN ANY FORM, CONTINUES INDEFINITELY UNLESS OR UNTIL YOU CANCEL THE Subscription. IF YOU DO NOT CANCEL, YOUR Subscription WILL AUTOMATICALLY RENEW AT THE THEN-CURRENT RATE ON EACH ANNIVERSARY UNTIL YOU CANCEL. You accept responsibility for all recurring charges prior to cancellation, including any charges processed by PALIZE after the expiration date of your payment card, where applicable.

You may cancel your Subscription at any time by contacting PALIZE. Upon cancellation you will not be charged for any subsequent renewal periods and your Subscription will not continue past the cancellation date. Subscription fees paid prior to termination of your Subscription will be refunded on prorated basis.

We reserve the right to adjust pricing for our Subscriptions, Services, or any components thereof in any manner and at any time in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your Subscription Fees will take effect following notice to you.

  1. Copyright Policy

PALIZE respects copyright law and expects its users to do the same. It is PALIZE’s policy to terminate in appropriate circumstances users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

  1. PALIZE Intellectual Property Ownership

The Services contain proprietary materials such as logos, text, software, photos, video, graphics, music and sound. PALIZE is the owner or licensee of all such proprietary material and all intellectual property rights therein, including without limitation, copyrights and trademarks. In using the Services, you agree not to upload, download, distribute, or reproduce in any way any such proprietary materials without obtaining PALIZE’s prior consent. By

  1. Changes

We reserve the right to modify the Agreement at any time and modified terms are effective upon posting to the Site. We will make reasonable efforts to inform you of these changes via email or through the Service. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. PALIZE may also, in the future, offer new services and/or features including the release of new tools and resources. Such new features and/or services shall be subject to the terms and conditions of this Agreement.

  1. Data

Users may request data related to their personal account and group(s) respectively. PALIZE has the right to refuse repetitive or technically difficult requests. For information about how we collect and share user information please refer to our Customer Privacy Statement.

  1. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. PALIZE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PALIZE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, LICENSORS NOR SUPPLIERS WARRANT THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT BREACHES OF SECURITY.

PALIZE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT:

  1. THE INFORMATION PROVIDED ON SITE IS TRUE OR CORRECT,
  2. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
  3. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
  4. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR
  5. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
  6. Limitation of Liability

IN NO EVENT WILL PALIZE ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES OR AFFILIATES BE LIABLE TO ANY PARTY FOR:

  1. ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE, DAMAGES ARISING OUT OF THE USE, AVAILABILITY OR UNAVAILABILITY OF THE SERVICES (INCLUDING BUT NOT LIMITED TO THE UNAVAILABILITY OR CHANGE IN ADVERTISED SERVICES) OR ANY OTHER SERVICES OR GOODS OBTAINED THROUGH USE OF ANY OF THE FOREGOING, OR ANY DATA TRANSMITTED THROUGH THE SERVICE, EVEN IF PALIZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
  2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
  3. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
  4. ANY CHANGES WHICH PALIZE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
  5. YOUR FAILURE TO PROVIDE PALIZE WITH ACCURATE INFORMATION;
  6. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
  7. ANY BODILY INJURY, DEATH, OR PROPERTY DAMAGE THAT MAY OCCUR AS THE RESULT OF SERVICES.
  8. NOTWITHSTANDING THE TERMS, IN NO EVENT SHALL PALIZE BE HELD LIABLE, FOR ANY AMOUNTS IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). PALIZE SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND THEIR REASONABLE CONTROL. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  9. Indemnification

You agree to indemnify, release, defend and hold harmless PALIZE and its directors, officers, agents and employees (collectively, the “PALIZE parties”) from any claims, causes of action, demands, recoveries, losses, damages (actual and consequential), fines, penalties and other costs or expenses, of any kind or nature, including but not limited to reasonable legal and accounting fees (collectively, the “claims”), known and unknown, arising out of or in any way connected with such disputes, including, without limitation, disputes arising over breach of this agreement, breach of any separate agreement or transaction, and/or the substitution of units. Further, you hereby agree to indemnify, release, defend and hold harmless the PALIZE parties from any claims brought as a result of your (1) breach of the terms, (2) violation of any law or the rights of a third party, and (3) use of this Site and the Services.

  1. Disputes Resolution

This Agreement constitutes the entire agreement between PALIZE and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized agent/employee of PALIZE, or by the posting by PALIZE of a revised version. Any and all disputes arising of this Agreement, termination, or our relationship with you shall be determined by applying laws of the State of Delaware.

If any part of this Agreement is held invalid or unenforceable, that part will be struck, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under this Agreement without written consent from PALIZE; PALIZE may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

ARBITRATION

Dispute resolution and arbitration

By using this Site, you agree that any and all disputes, claims or controversies that you may have against PALIZE arising out of or relating to or connected in any way to (i) your use of this Site (ii) any services obtained from or provided by PALIZE or (iii) this Agreement (including the interpretation and scope of this clause and the arbitrability of the dispute), shall be resolved exclusively by mandatory, binding arbitration initiated through and administered by the American Arbitration Association (“AAA”). You further agree that arbitration will be conducted by a single arbitrator pursuant to the applicable Rules and Procedures established by AAA, and that any arbitration proceeding, if necessary, will be held in New York City, New York or at such other location as may be mutually agreed upon by PALIZE and you. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act, and shall honor claims of privilege recognized at law. In order to initiate arbitration with the AAA, you may be responsible for paying a filing fee to the AAA, however, in the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, PALIZE will reimburse as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. There will be no right or authority for any claims to be arbitrated on a class action or representative basis. YOU UNDERSTAND AND AGREE THAT, BY ACCEPTING THESE TERMS AND CONDITIONS, YOU AND PALIZE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO THE CLAIMS COVERED BY THIS MANDATORY ARBITRATION PROVISION. You are thus giving up your right to go to court to assert or defend your rights. Your rights will be determined by a neutral arbitrator, and not a judge or jury.

All claims you bring against PALIZE must be resolved in accordance with this arbitration provision. All claims filed or brought by you contrary to this provision will be considered improperly filed and void. Should you file a claim contrary to this arbitration provision, PALIZE will notify you in writing of the improperly filed claim, and you must promptly withdraw the claim. If you fail to promptly withdraw the claim after receiving written notice from PALIZE, PALIZE may recover its reasonable attorneys’ fees and costs incurred to enforce this arbitration provision.

Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). PALIZE ‘s address for Notice is: support@uselayers.com.

The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or PALIZE may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or PALIZE shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

Enforceability

If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein.

  1. Miscellaneous

General Compliance with Laws

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Services.

Headings

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Entire Agreement

This Agreement constitutes the entire agreement between PALIZE and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized agent/employee of PALIZE, or by the posting by PALIZE of a revised version.

Governing Law

The terms of this Agreement shall be construed in accordance with the substantive laws of the State of Delaware, United States of America, without giving effect to the principles of conflict or choice of law of such state. The original form of this Agreement has been written in English. The parties hereto waive any statute, law, or regulation that might provide an alternative law or forum or might require this Agreement to be written in any language other than English. This Agreement expressly excludes the United Nations Convention on Contracts for the International Sale of Goods.

Severability

If any part of this Agreement is held invalid or unenforceable, that part will be struck, and the remaining portions will remain in full force and effect.

Waiver

A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

Assignment

You may not assign your rights under this Agreement without written consent from PALIZE; PALIZE may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Termination

PALIZE may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your use of all or any portion of the Services if you breach the Terms, or at any time or for any reason, at the sole discretion of PALIZE.

No Relationship

No joint venture, partnership, employment, or agency relationship exist between you, PALIZE or any third party provider as a result of this Agreement or use of the Service.

Force Majeure

PALIZE shall not be liable for any delay or failure to perform in connection with any Services, Service or in the performance of any obligation hereunder, if such delay or failure is due to or in any manner caused by acts of God, rebellion, riots, hijacking, insurrection, civil commotion, strikes or labor disputes, fires, floods, laws, regulations, acts, demands or and orders of any government or agency, or any other cause which is beyond the control of PALIZE . PALIZE is hereby released by you from any claim or demand for any direct or consequential damages arising out of failure to perform as a result of a force majeure event whether or not herein enumerated or other event referenced above.

  1. Contacting PALIZE

If you have any questions about these Terms of Service, please contact PALIZE at support@uselayers.com.

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