Terms of Use

Effective date: 12/01/2017

Welcome to Palette (“Palette”, “We”, “Us”, “Our”, “the Company”) proudly offered by AEGLE Palette LLC. These Terms of Use, (“Terms of Use” or “Agreement”) together with the Privacy Policy, and any other documents they expressly incorporate, set forth the terms and conditions upon which you or any users you authorize under your account may access and use the products and services offered or operated by AEGLE Palette LLC (“Products and Services”), including any hardware, software, services, features, content, websites or applications provided by us or our third party Products and Services vendors.
Please read the Terms of Use carefully before you start or authorize any users under your account to use our Products and Services. By registering for use of these Products and Services, you represent you are at least 18 years of age and agree to be bound by these Terms of Use on behalf of yourself and any authorized users. If you do not agree to these Terms of Use, you must not access, use or authorize use of the Products and Services. Please check these Terms of Use periodically for changes as every term in this agreement is subject to amendment. We reserve the right to change these Terms of Use at any time; Provided however, you have the right to reject such amendment or cancel the contract without cost, penalty or cancellation indemnity by sending the company a notice to that effect no later than 30 days following such amendment. Your continued use of the Products and Services following this 30 day period means that you agree to such changes. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES AND A WAIVER OF YOUR CLASS ACTION RIGHTS.

Table of Contents

Terms of Use
  1. General Provisions
    1. Use of the Products and Services
    2. Registration
    3. Term
    4. Termination
    5. Fees
    6. Intellectual Property
    7. Confidentiality
    8. Non-Confidential Information
    9. Content
    10. Trademarks
    11. Warranty Disclaimer and Limitation of Liability
    12. Indemnity
    13. Controlling Law, Arbitration, Class Waiver, and Waiver of Jury Trial
    14. License
    15. Update
    16. Language
    17. Contact Information
  2. Product and Service Specific Provisions
    1. Medical Information Disclaimer
    2. Rights to Share Information with Healthcare Providers, Care Team, Researchers and a Sponsor
    3. Healthcare Providers, Care Team, Researchers Accounts
  3. Return and Refund Policy
    1. General
    2. Subscription Cancellation
    3. Product Return
    4. Product Refund
I. General Provisions

1. Use of the Products and Services

Palette provides Products and Services to assist people and their care team, including doctors, healthcare professionals and other clinicians, to manage their health condition. Palette hardware may include a digital placemat that determines food intakes and nutrition and interfaces via Bluetooth, Wi-Fi or other communication methods. Palette software may include mobile apps and websites, together with any other applications developed and/or distributed by Palette (the “Palette Apps”), and may include storage and retrieval of data by the Palette Apps on or through our hosted cloud platform (the “Palette Platform”). The Palette Apps provide a platform for logging and sharing certain activity information. The Palette Apps may also allow you to communicate with your care team or other users by using web portals and messaging features. Palette cannot guarantee that you will successfully manage your condition or be responsible for any health problems that may arise while or in connection with the use of our Products or Services. Consult with your healthcare providers before commencing use of the Products and Services and always use the Products and Services as recommended by your healthcare providers. Palette may use third parties, in whole or in part, to provide Products and Services. A full description of the Products and Services and where each Product and Service is available can be found at thepalette.io/products.

Palette, at its discretion, may make available future hardware and software updates to correct bugs and errors or to add features or functionality ("Updates"). The Terms of Use will govern any Updates provided by Palette, unless such an Update is accompanied by a separate license or terms of use, in which case you agree that the terms of that license or of that terms of use will govern.

You may use the Products and Services only if you have a valid subscription by (a) purchasing subscription or receiving it from a healthcare provider, insurance company or other entity (“Sponsor”), or (b) being granted a temporary subscription access and the temporary subscription is within its stated expiration date. Whether you purchase the Products and Services from Palette or receive them from a third-party Sponsor, such as a healthcare provider, employer or an insurance company, or are on an unexpired temporary subscription, the Terms of Use will apply to the use of the Products and Services.

As a condition of use, you promise not to use the Products and Services for any purpose that is prohibited by the Terms of Use or other rules or policies implemented by Palette from time to time. In addition, here are things you cannot do or attempt to do with the Products and Services: You represent and warrant that you use frequently updated, commercially standard virus protection software to ensure that the system you use to access our Apps is virus free. Unauthorized access of or tampering with Palette’s systems or network security may result in civil or criminal liability. Unless you believe you have found a security vulnerability in any of Palette’s Apps, source code or other systems or network security, we encourage you to let us know right away by submitting a report to support@aeglepalette.com. We will investigate all legitimate reports and do our best to quickly fix the problem.

We may, in our sole discretion, terminate your password, account (or any part thereof) or use of the Apps, and remove any posted content at any time and for any or no reason. Palette will not be liable to you or any third party for any termination of your access to the Apps or deletion of any content on the Apps.

2. Registration

You are required to register for the Products and Services and provide certain information about yourself. All information we collect about you in connection with the Products and Services is subject to our Privacy Policy. By using the Products and Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Before subscribing to Palette, you will create a user account for your personal use that requires a username and password. You may also create an account by providing credentials to a social media account profile. You are responsible for all activities that occur under your user account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (ii) maintain the confidentiality of your password and user account information; (iii) use your best efforts to prevent unauthorized access to, or use of, the Products and Services, and notify Palette promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Products and Services.

3. Term

The term of this Agreement will begin upon your successful registration and subscription of the Products and Services by Palette and will continue until you cease using the Products and Services unless a term is otherwise set forth in the registration. For those Product or Services subject to a limited term, this Agreement will automatically renew for successive equivalent terms unless terminated by either party as permitted herein.

4. Termination

(I) Palette reserves the right to refuse activation of a user for any reason and may suspend or terminate your access to the Products and Services if you (a) breach any term of this Agreement, or (b) engage in any conduct that Palette determines in its discretion may have an adverse effect on Palette or its reputation.

(II) You may terminate this Agreement for convenience upon written notice to Palette or its vendor or through the applicable cancellation process according to our Return and Refund Policy. Palette may terminate for convenience upon sixty (60) days written notice. Upon termination for convenience, Palette will refund any unused, pre-paid fees for the portion of the remaining Term by month, if applicable, using the same means of payment as you used for the original transaction unless you expressly agreed otherwise. You shall be responsible for any transaction fees associated with such refund.

(III) Upon termination, you will no longer have access to the Products and Services. This may result in the forfeiture and destruction of all information associated with your membership and will immediately terminate your ability to use Palette in any way. In addition to termination, Palette reserves the right to pursue any and all remedies available to it.

(IV) All provisions of the Terms of Use, which by their nature should survive termination, shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.

5. Fees

Products and Services fees will be paid in advance due upon registration and renewal, as applicable or upon scheduling certain Services. During or after registration, Palette provides details associated with subscription fees and how to pay the fees. You agree to timely pay all applicable fees in connection with your use of the Products and Services. Payment and Credit Control

a) All Services are automatically billed annually/monthly charged via the credit/debit card you provided when purchasing the subscription Service.

b) Where the Service has been paid for 12 months in advance, payment will be taken in full on each anniversary.

c) It is a condition of use that a valid debit or credit card is provided at all times in order for your account or accounts to remain active.

d) Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) access to your account or accounts may be suspended immediately until such time as a valid payment has been processed and a valid credit or debit card is associated with your account or accounts.

e) It is the responsibility of the user to notify us of their transition to a Sponsored account, otherwise they’ll continue to be billed.

We reserve the right to change our fees and to institute new charges at any time, with no less than sixty (60) days prior notice to you, which may be sent by email or posted on the Service. Your use of the Service following such notification constitutes your acceptance of any new or increased charges. You acknowledge that access to the Products and Services may be suspended until payment is received in full. Unless otherwise stated, all Products and Services fees are inclusive of any tax, levy, or similar governmental charge that may be assessed. You are solely responsible for all taxes based upon the provision, sale or use of the Products and Services, excluding any taxes based on Palette’s net income.

Where the transaction takes place via an online store such as iTunes or Google Play, such store sends the client a receipt which lists the product, the price and Palette as seller. In this instance, the purchase and payment process shall take place via the client‘s online store account. The online store’s Terms of Use, over which Palette has no influence, apply.

6. Intellectual Property

Except for the limited license and use rights expressly granted to you under this Agreement, all title to and the rights in the Products and Services, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, trade secrets, Palette’s or third party hardware, other technology, any derivatives of and all goodwill associated with the foregoing is the exclusive property of Palette and/or the applicable third party.

7. Confidentiality

We will use and protect your personal information pursuant to the Privacy Policy. You agree not to reveal or disclose any of Palette’s confidential information, which includes non-public information related to the Company software, documentation or information related to pricing, discounts, this Agreement, errors in the Software and other competitive or proprietary data (i.e., business, technical or financial information) or information a reasonable person would conclude is confidential, without Palette’s written agreement.

8. Non-Confidential Information

Subject to any applicable terms and conditions set forth in our Privacy Policy, any other communication or material that you send to us through the Products and Services, such as any questions, comments, suggestions or the like, is and will be deemed to be non-confidential and we will have no obligation of any kind with respect to such information. We will be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products.

9. Content

The information presented on or through the Products and Services is solely for informational and educational purposes. We make reasonable efforts to maintain current information but we cannot guarantee that the content is complete or up-to-date.

We may provide access to third party content, technology or services (“Third Party Content”) as a convenience to you. Palette does not endorse, recommend, or otherwise make any representations, warranties or conditions with respect to such Third Party Content. Palette does not have any control or responsibility for such Third Party Content and we encourage you to review the applicable third party’s Terms of Use and privacy policies.

We also allow users to post content through Facebook, Twitter and other forms of social media. Please be aware that any content you post will be publicly available and will not be considered confidential information. Palette reserves the right to delete user content in its sole discretion. Your use of social media is subject to the terms of use and privacy policies posted on those websites.

10. Trademarks

Trademarks, Products and Services marks, graphics and logos used in connection with the Products and Services are the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks. You acknowledge and agree that all text, graphics, photographs, trademarks, logos, visual interfaces, artwork, computer code and all other related content contained on the Products and Services are owned by Palette, its service providers or other third parties and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any reproduction, publication, further distribution or public exhibition of materials provided through the Products and Services, in whole or in part, is strictly prohibited. Except as expressly provided in this Agreement, no part of the Products and Services and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, distributed or transmitted in any way (including “mirroring”) to any other computer, server, service or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of Palette or the applicable owner.

11. Warranty Disclaimer and Limitation of Liability

The Products and Services are provided on an “as is” basis and use of the Products and Services is at your sole risk. Palette, its officers, directors, employees, agents, contractors, or third-party service providers specifically disclaim all warranties and conditions, whether expressed or implied, including but not limited to warranties of title, merchantability, fitness for a particular purpose, accuracy, integrity or completeness of the content, third party content or that the product or services will be error-free or uninterrupted. any warranties implied by any course of performance or usage of trade are expressly disclaimed. Palette and its directors, employees, agents, suppliers, sponsors and partners do not warrant that: (a) the Products and Services will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Products or Services is free of viruses, malware or other harmful components; (d) the results of using the service will meet your requirements; (e) our Products and Services or the function, content made available thereby will be timely, secure, free from hacking or other security intrusion, uninterrupted or error free, or that defects will be corrected. Your use of the Products and Services is solely at your own risk. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you. No oral advice or written information given by the company its officers, directors, employees, agents, contractors, or thirdparty service providers will create a warranty.

Except where prohibited by law or public policy, in no event will the company, its officers, directors, employees, agents, contractors, or third-party service providers be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Products and Services for (1) any amounts in excess of fees paid in the twelve (12) months preceding the applicable claim or (2) indirect, incidental, special or consequential damages that relate to these Terms of Use or result from your use of or inability to use the Products and Services, including but not limited to reliance by you on any information obtained from the Products and Services, regardless of the form of action or (3) any lost profits, data loss, loss of goodwill or opportunity, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or substitute goods or services or (4) your reliance on the service or (5) any matter beyond our reasonable control, even if we have been advised of the possibility of any of the aforementioned damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.


12. Indemnity

You agree to defend, indemnify, and hold Palette, its officers, directors, partners, employees, contractors, agents, licensors, suppliers and third party service vendors, harmless from and against any claims, actions or demands, liabilities including without limitation, reasonable legal fees, alleged to result from your use of the Products and Services and third party medical devices.

13. Controlling Law, Arbitration, Class Waiver, and Waiver of Jury Trial

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Palette agree that any cause of action arising out of or related to the Products and Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms of Use shall be governed by and construed in accordance with the laws of the State of Kansas, excluding its conflicts of law rules. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Johnson County, Kansas, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. In the event that the administrative fees and deposits you are required to pay under the JAMS rules exceed $125, and you are unable to pay the additional fees and deposits, Palette retains the right to forward them to the Palette on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Palette retains the right to pay 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. If any part of this Arbitration Provision is deemed to be invalid or otherwise unenforceable or illegal, the balance of this Arbitration Provision will remain in full force and effect and will be construed in accordance with its terms as if the invalid or illegal provision were not contained herein. The prevailing party in the arbitration (or permissible court action described below) shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Johnson County of Kansas.

You also acknowledge and understand that, with respect to any dispute with Palette, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Products and Services or this Agreement:

14. License

During the term of this Agreement, Palette grants you a non-exclusive, non-transferable, nonsublicensible, revocable and limited right to access and use the Products and Services and any documentation made available to you by Palette solely for purposes of your personal use of the Products and Services in accordance with the terms of this Agreement. These Products and Services are limited to users in the United States as applicable based on the Product and Services description. The Products and Services are enabled by technology, software and certain content delivered electronically. You agree that you will not reverse-engineer, decompile, disassemble, translate, or otherwise attempt to obtain access to the source code of, any aspect of the Products and Services. You will not copy, reproduce, alter, create derivative works from, or otherwise modify the Products and Services. You will not use the Products and Services to develop other products or services with similar functionality. You will not lease, loan, sublicense, distribute, or otherwise provide others access to or with any aspect of the Products and Services except to an authorized user. Other than as expressly set forth in this Agreement, no license or other rights in or to the Products and Services are granted to you, and all such licenses and rights are hereby expressly reserved.

You acknowledge that this Terms of Use is between you and Palette only, not with Apple or your phone manufacturer, and Apple or your phone manufacturer, are not responsible for Palette App or the content thereof. Apple or your phone manufacturer have no obligation whatsoever to furnish any maintenance and support services with respect to the App. To the maximum extent permitted by applicable law, Apple or Google have no other warranty obligation whatsoever with respect to the App. Apple or Google are not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple or Google are not responsible for the investigation, defense, settlement, and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, Google and their subsidiaries, are third party beneficiaries, and upon your acceptance of this Terms of Use, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use against you as a third party beneficiary. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

To facilitate your use of the Palette Products and Services, you hereby grant to Palette a nonexclusive, royalty-free license to use, store, reproduce and display any Information you store or manage through the Palette Apps and website solely as reasonably necessary to operate the Products and Services and subject to these Terms and our Privacy Policy.

15. Update

We may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Palette website and/or emailed to you. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted. If you disagree with the new Agreement, your sole recourse is to stop using Palette.

16. Language

The parties acknowledge that they have agreed that this agreement and all related documents be drawn up in the English language.

17. Contact Information

Please send any comment, question or complaint regarding our Privacy Policy or any request to access or correct your Personal Information or request alternative communication methods by mail or email using the following contact information. You may also send written requests to rescind your consent to our use of your information to the below contact information:

AEGLE Palette
Legal Department
13809 W 56th Ter, Shawnee, KS 66216
legal@aeglepalette.com

II. Product and Service Specific Provisions

1. Medical Information Disclaimer

The information provided in the Products and Services is for informational purposes only. This information is in no way meant to be a substitute for medical treatment and may not be construed as medical advice, diagnosis, or treatment. Nothing contained in the Products and Services is intended to replace the services of a licensed, trained physician or health professional or to be a substitute for medical advice of a physician or trained health professional licensed in your jurisdiction. No action or inaction should be taken based solely on the information made available through Products and Services. Instead, patients should consult with appropriate health professionals on any matter relating to their health and well-being. If you have any questions or concerns about diabetes treatment or treatment for other medical issues, you should contact your healthcare provider. You should never delay seeking medical advice, disregard medical advice, or discontinue medical treatment because of information provided in the Products and Services.

2. Rights to Share Information with Healthcare Providers, Care Team, Researchers and a Sponsor

Managing your health on your own can be complicated. That’s why Palette makes care coordination with your healthcare providers and care team a major objective. You or any authorized users are the legal owner of the data, notes, files, and other information stored and managed using the Products and Services, including without limitation personally identifiable health information. Healthcare providers and your care team may provide Information to your account with your permission. This Information is owned by you. These Terms and our Privacy Policy shall govern the use of the Information.

A healthcare provider such as your doctor, or other healthcare professionals from your employer or an insurance company, or a researcher conducting a study in which you participate, may sponsor you to establish a Palette account to access our Products and Services. That Sponsor may invite you to open a Palette account. If you accept that invitation, you will become a user. You will have control over the account and the Information associated with that account, and these Terms of Use will apply to you. The Sponsor who invited you to open the account will be a member of your Care Team. You may remove the Sponsor from your Care Team at any time.

Your sponsor including healthcare providers and care team are solely responsible to you for the professional healthcare and any other services that they may provide to you. Palette is not responsible for the quality or availability of the services that a healthcare provider may or may not provide to you, or whether those services are provided in accordance with applicable laws. Palette does not select your healthcare providers or supervise, monitor, or control the services they provide, and is not responsible for your choice of any healthcare providers from whom you choose to receive professional health care or other services.

Researchers are solely responsible to you for any responsibility owed to you in connection with any research study in which you participate. Palette is not responsible for quality or appropriateness of the methods or manner in which any research study is conducted, or whether research studies are conducted in accordance with applicable laws. Palette does not evaluate or endorse researchers or the research studies they perform, and Palette does not supervise, monitor, or control those researchers’ conduct of those research studies. If you have agreed to participate in a research study, you will do so pursuant to the terms and conditions of any consent you have given to that researcher. If you choose to grant access to your Information to a healthcare provider, care team, Palette, researcher, third-party applications or third-party device makers, you hereby grant to such party a non-exclusive, limited right to access and use the applicable Information solely for the specified purpose, including any reuse or re-sharing permissions.

3. Healthcare Providers, Care Team, Researchers Accounts

Healthcare providers, care team, and researchers can create professional accounts with Palette. Healthcare providers, care team, and researchers who create their own professional accounts control the Information in their accounts and can set or change permissions for sharing. Researchers may create accounts with Information for research purposes; the Researcher owns the Information in the researcher’s account.

A healthcare provider or a researcher conducting a study, may establish a professional account to store information about a patient or a study participant on Palette Platform. That healthcare provider or researcher may invite the patient or the study participant to open a Palette account. If the individual accepts that invitation, he or she will become a user and will have control of all the data associated with that account. The healthcare provider or the researcher who invited the user to open the account will be a sponsor of the user. The user may remove the healthcare provider or researcher from his or her sponsor’s professional account.

III. Return and Refund Policy

1. General

Thanks for subscribing to Palette. We appreciate the fact that you like to manage your health with Palette. We also want to make sure you have a rewarding experience while you’re exploring and evaluating. As with any shopping experience, there are terms and conditions that apply to transactions at Palette. The main thing to remember is that by subscribing to Palette, you agree to the terms set forth below along with Palette’s Privacy Policy and Terms of Use. We believe that you will be impressed by Palette and our products and services because of our dedication to design and manufacturing. If you are not 100% satisfied with our Products and Services, you can cancel your subscription, return it and get a full refund or exchange it within 30 days of the subscription date.

2. Subscription Cancellation

You may cancel your Palette subscription by returning Palette hardware including all accessories within 30 days of the subscription date for a full refund minus return shipping charge equal to onemonth subscription fee for returning one Palette hardware (the Placemat). After the 30-day refund period has ended, you cannot cancel your Palette subscription until one year has passed from the subscription date. Fees for the Palette subscription will automatically renew after the first subscription anniversary date. If you wish to cancel your Palette subscription after the first year, you can contact support@aeglepalette.com. A prorated subscription refund will be returned to your credit card and is based on the number of months of use after the annual automatic renewal has occurred.

3. Product Return

To return Palette hardware products (the Placemat) including all accessories, you will need a Return Merchandise Authorization (RMA) number and a return label. You can request an RMA number and a return label by emailing support@aeglepalette.com. Please note, the RMA number and return label must be obtained within 30-day and Palette hardware products must be picked up by or dropped off to the shipping carrier associated with the return label within 30-day of the subscription date. 4. Product Refund

Once we receive your returned products, we will inspect them and send confirmation that they have been received by us. We will immediately notify you about the status of your refund after inspection. If your return is approved, we will initiate a refund minus shipping charge to your credit card. We will use reasonable efforts to process and pay your refund within 2-weeks of approval.
contact@aeglepalette.com
1-415-964-9448