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Terms of Service
Last updated: 12/1/2020
Palapa, Inc. (hereinafter “Palapa,” “we” or “us”) provides this website (the “Site”), computing application (the “App”), the storage functionality associated with the Site, and the associated data, services, information, tools, functionality, updates and similar materials delivered or provided by us (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms of Service agreement (the “Agreement”).
This Agreement sets forth the legally binding terms and conditions governing your access to and use of the Service. By accessing or using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not access or use the Service.
We may revise or update this Agreement by posting an amended version through the Service and making you aware of the revisions, which may be through posting to the Service or otherwise. Your continued access to or use of the Service following an update to this Agreement (or other acceptance method) is considered acceptance of the updated Agreement. Please refer to the “Last updated” date above to see when this Agreement was last updated.
This Agreement and Privacy Policy are subject to the provisions of the European Union (“EU”) General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), and other applicable privacy laws. Palapa agrees that under the GDPR, Palapa is a data “Controller” and you are a “Data Subject” with certain protected privacy rights concerning your “Personal Data”, and Palapa will take commercially reasonable steps to maintain compliance with GDPR requirements. Similarly, to the extent that the CCPA applies to you, under the CCPA, Palapa is a “business”, and you are a “consumer” eligible for certain rights, and Palapa shall take commercially reasonable steps to maintain compliance with the CCPA.
We do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that you will be able to access or use the Service, or its features, at all times. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.
The Service may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
Among other functionality, the Service provides users access to a crowdsourced machine learning platform. Users may assist in creating custom artificial intelligence algorithms based on data sets that such user uploads through the Service or are uploaded by other users through the Service that are invited to do so via the Service. Users may then access and utilize such artificial intelligence algorithms by running them on the App. Users of the Service are collectively referred to as “Users” or “you.”
You must be at least thirteen (13) years old to use the Service. By using the Service, you represent that you meet the applicable minimum age requirement.
Some parts or all of the Service may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.
By requesting to use, registering to use and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions hereof. You also represent and warrant that you are not a competitor of Palapa.
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive and use the Service. No rights not explicitly listed are granted.
As more fully described on the Site, access to certain elements of the Site or Service may require your payment of fees (“Fees”).
If you wish to purchase a subscription to our Service (each a “Transaction”), you may be asked to supply certain information relevant to your Transaction, including without limitation your credit card number, your credit card verification or other security code, the expiration date of your credit card, and your address. Palapa will treat any such information provided through the Site in accordance with this Agreement and the Privacy Policy. Verification of information may be required prior to the acknowledgment or completion of any Transaction. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any transaction and that any such information that you provide will be complete and accurate.
We may use a third-party payment processor (the “Payment Processor”) to charge Fees to you through your registered account for use of the Service. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors made by the Payment Processor. You agree to pay us, through the Payment Processor, all charges for purchases made by you, and you authorize us, through the Payment Processor, to charge your chosen payment provider (e.g., credit card) (your “Payment Method”).
We will automatically charge your Payment Method when payments are due, as more fully identified on the Site. If you purchase a subscription for Service, it may result in recurring charges to your Payment Method, and you agree that we may charge such amounts until such a time as your subscription expires, is terminated or you cancel the subscription, depending on the subscription type.
WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU CANCEL YOUR SUBSCRIPTION AS PROVIDED HEREIN, OR PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
Your account will be considered delinquent if payment in full is not successful when a charge is initiated. Unless specified in an invoice, amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts. If you believe that any specific charge under this Agreement is incorrect, in order to obtain a credit, you must contact us in writing within thirty (30) days after the payment due date, and set forth the nature and amount of the requested correction; otherwise charges are final.
In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Service and/or terminate this Agreement if your Payment Method is declined or fails and your account therefore is delinquent. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs.
SUBSCRIPTIONS AUTOMATICALLY RENEW UNTIL CANCELLED BY YOU, UNTIL THE SUBSCRIPTION IS CANCELLED BY US, OR UNTIL WE TERMINATE ACCESS TO OR USE OF THE SERVICES IN ACCORDANCE WITH THESE TERMS. THE LENGTH OF ANY SUCH RENEWAL PERIOD SHALL BE THE SAME AS THE PRIOR TERM UNLESS OTHERWISE DESCRIBE ON THE WEBSITE. FEES OR CHARGES DURING ANY SUCH RENEWAL PERIOD SHALL BE THE SAME AS THAT DURING THE PRIOR TERM UNLESS OTHERWISE DESCRIBED ON THE WEBSITE, IN WHICH CASE THE INCREASE SHALL BE EFFECTIVE UPON RENEWAL AND THEREAFTER. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME.
TO CANCEL, YOU CAN EITHER (I) EMAIL US AT PRIVACY@PALAPA.AI AND FOLLOW ANY INSTRUCTIONS, IF ANY, WE PROVIDE TO YOU IN RESPONSE TO YOUR CANCELLATION REQUEST; OR (II) INITIATE A CANCELLATION THROUGH YOUR ACCOUNT SETTINGS ON THE WEBSITE. Any Fees incurred prior to cancellation are non-refundable.
If you upgrade your subscription, you will be charged the difference in your current subscription Fees and the upgraded subscription Fees when you upgrade, and you will be charged the Fees for the upgraded subscription on an ongoing basis as provided herein. If you downgrade your subscription, you will be charged the reduced Fees at the beginning of the renewal period.
Your access to the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You agree that you will not violate any applicable law or regulation in connection with your use of the Service.
You must keep your user name, password, and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account or profile by others.
You agree not to distribute, upload, make available or otherwise publish through the Service any data, suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that:
You further agree that you will not do any of the following:
You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.
Notwithstanding anything herein to the contrary, we reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, including but not limited to, restricting your access to the Service, restricting your ability to upload Submissions or Content, immediately terminating your access to the Service, or terminating your access to the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.
You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce and otherwise use content you make available to us.
Therefore, if you choose to submit any Content to the Service, or otherwise make available any Content through the Service, you hereby grant to us a perpetual, irrevocable, transferable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, transmit, distribute, translate and create derivative works from any such Content for purposes of providing the Service, and in accordance with your instructions, including without limitation distributing part or all of the Content in any media format through any media channels.
By submitting any Content or Submissions to us you hereby agree, warrant and represent that: (i) the Content and Submissions do not contain proprietary or confidential information, and the provision of the Content and Submissions is not a violation of any applicable law or any third-party’s rights; (ii) all such Submissions and Content are complete, accurate and true, (iii) we are not under any confidentiality obligation relating to the Content or Submissions; (iv) we shall be entitled to use or disclose the Content or Submissions in any way, in accordance with this Agreement and our http://palapa.ai/privacy-policy; and (v) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.
You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.
You agree that any and all Content uploaded to the Service consisting of data sets for purposes of processing by the machine learning functions of the Service (“Data Sets”) shall be solely owned by Palapa. You hereby assign any and all rights, including intellectual property rights, in such Data Sets to Palapa. You retain no rights to use and agree not to challenge the validity of Palapa’s rights in such Data Sets and waive any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to such Data Sets. You agree to assist Palapa in every way for Palapa to obtain and enforce such intellectual property rights in the Data Sets.
Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
You acknowledge that the Data Sets and neural network matrices derived therefrom or otherwise existing as part of the Service, and all modifications and derivatives thereof, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Data Sets, are our sole and exclusive property, as further described above.
You understand and agree that our http://palapa.ai/privacy-policy shall govern the collection and use of data obtained by us through your access to and use of the Service.
We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.
All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
FURTHER, OPINIONS, ADVICE, STATEMENTS, OFFERS, SUBMISSIONS OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. WE HAVE NO CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF SUCH CONTENT, AND MAKE NO REPRESENTATIONS ABOUT SUCH CONTENT. THE RESPECTIVE AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT YOU MAKE BASED UPON SUCH CONTENT.
ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, officers or directors shall be liable for (1) any damages in excess of the greater of (a) $500.00 or (b) the amounts paid to, or by, you through the Service within the last six months, or (2) any indirect, incidental, punitive, exemplary, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your access to or use of the Service. This limitation shall apply regardless of the basis of your claim, whether other provisions of this Agreement have been breached, or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that we cause you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
You agree to defend, indemnify and hold us and our affiliates, subsidiaries, suppliers, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (i) Submissions or Content you submit, post or upload to, or transmit through the Service, (ii) your access to or use of the Service, (iii) your violation of this Agreement, (iv) violations under applicable law, including biometrics laws, related to breaches of your representations, warranties or obligations described in the Privacy Policy, including any misrepresentation as to your status as a legal representation of an individual, and (v) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the access to or use of the Service.
You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the New Jersey shall govern this Agreement, and shall be used in any arbitration proceeding.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Legal Department, Palapa, Inc., 1438 York St, Mahwah, NJ 07430.
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in Trenton, New Jersey. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
You and Palapa agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Palapa agree that each have waived any right to a jury trial.
Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in Trenton, New Jersey. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW JERSEY.
The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
Revisions. This Agreement is subject to change on a prospective basis at any time. In the event that we change this Agreement, you may be required to re-affirm the Agreement through use of the Service or otherwise. Your access to and use of the Service after the effective date of any changes will constitute your acceptance of such changes.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.
Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.
No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: Legal Department, Palapa, Inc., 1438 York St, Mahwah, NJ 07430.
Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Force Majeure. In no event shall we or our affiliates be liable to you for any damage, delay, or failure to perform resulting directly or indirectly from a force majeure event.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
If you believe in good faith that any material posted on our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:
Copyright Agent
Palapa, Inc.
1438 York St
Mahwah, NJ 07430
Phone: 201-691-7223
E-mail: privacy@palapa.ai
If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to privacy@palapa.ai containing the following information:
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.
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