Terms of Use

Last Modified: November 08, 2024

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Palette Technologies, Inc. (dba Kale) ("Kale," "Company", "we", or "us"). Kale administers an influencer network program that allows creators to engage with brands in Kale's merchant network ("Brands") and earn rewards in exchange for posting sponsored content (the "Kale Rewards Program"). The Kale Rewards Program may be made available through certain websites (including kalecard.com), tools, applications, software, API's, and associated content, software, and documentation (the "Platform"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of the Platform, including any content, functionality and services offered on or through the Platform.

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at http://kalecard.com/legal, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

This Platform is offered and available to users who are 13 years of age or older. If you are under 18 years of age, you represent that you have your parent or guardian's permission to access and use the Platform and any services made available through the Platform, including the Kale Rewards Program. Please have your parent or guardian read these Terms of Use with you. If you are the parent or legal guardian of a user under 18 years of age, by allowing your child to access and use the Platform and any services made available through the Platform, including the Kale Rewards Program, you are subject to the terms of these Terms of Use and responsible for your child's activity on the Platform. If you do not meet all of these requirements, you must not access or use the Platform or any services made available through the Platform, including the Kale Rewards Program.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. Any new features that may be added to the Platform from time to time will be subject to these Terms of Use, unless otherwise stated. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. Company may also, at Company's option, choose to notify you of such changes by email or other means, and/or seek your affirmative consent to such changes. If the modified Terms of Use are not acceptable to you, your only recourse is to stop using the Platform and Kale Rewards Program.

Community Guidelines

By participating in the Kale community, you agree to abide to Kale's Community Guidelines and any modifications thereof. If you violate these guidelines, we may take action against your account, up to and including permanent suspension or termination of your account without prior notice.

Accessing the Platform and Account Security

We reserve the right to withdraw or amend the Platform, and any service or material we provide on or through the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users. You are responsible for making all arrangements necessary for you to have access to the Platform.

To access the Platform or register to create a Kale account ("Account"), you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete. You agree that all information you provide to register for the Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, verification code, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your Account. You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security. We have the right to disable your Account at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

By creating an Account, you agree and give express consent that the Company may send you text (SMS) messages as part of the normal business operation of your use of the Platform and Kale Rewards Program. You may opt-out of receiving text (SMS) messages from the Company at any time by replying "STOP" in response to the text message you received. You acknowledge that opting out of receiving text (SMS) messages may impact or disable your use of the Platform and Kale Rewards Program.

Creator Account Information

Upon registering for an Account, you may be required to integrate your Account with third-party social media accounts, such as Facebook, Instagram, and TikTok ("Social Media Properties"). In connection with such integration, you authorize Company to obtain certain information about you from your Social Media Properties, including the content created and/or posted by you in connection with the Kale Rewards Program ("Creator Content"), and certain personal information, such as your name, profile information, profile picture, social media account metrics, number of followers, and any information that you may make publicly available on your Social Media Properties (collectively, "Social Media Information"). Company may include and integrate some or all of your Creator Content and Social Media Information in the Platform, and your Creator Content and Social Media Information may be available to Brands or other users of the Platform. By using the Platform and creating an Account, you are directing the Company to share the Creator Content, Social Media Information, and other personal information you provide to us with participating Brands, regardless of your actual interaction with each such brand.

Kale Rewards Program

The Platform allows Kale, in its sole discretion, to provide eligible users with access to special promotional programs, including those conducted in collaboration with one or more Brands, whereby users may receive rewards for posting about a Brand's product on such users Social Media Properties. Rewards, if any, will be determined solely by Kale, in its sole discretion, and Kale's determination is final and binding. Additional terms and conditions govern your participation in rewards programs.

Account Termination

Company may terminate, suspend, or otherwise restrict or prohibit access to and use of the Platform and any services made available through the Platform, including the Kale Rewards Program, for any reason and without prior notice.

Ownership of Platform

You acknowledge and agree that the Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), and all related intellectual property rights, are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use and access the Platform and any services made available through the Platform, including the Kale Rewards Program, for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Platform, except as follows: (a) computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (b) you may store files that are automatically cached by your Web browser for display enhancement purposes; and (c) if we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications, if any.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Proprietary Rights Notices

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

Creator Content License

You hereby grant to Kale a non-exclusive, perpetual, sublicensable, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicence, modify, create derivative works, communicate, publish, publicly perform and publicly display your Creator Content for any purpose. You further grant Kale a non-exclusive, perpetual, worldwide, royalty-free, sublicensable license to use your name, images, and likeness as incorporated in the Creator Content in connection with the licenses granted hereunder.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform: (a) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, FTC Regulations); (b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use; (d) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (e) to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); and (f) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.

Additionally, you agree not to: (a) use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform; (b) use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (c) use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent; (d) use any device, software or routine that interferes with the proper working of the Platform; (e) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform; (g) attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; and (h) otherwise attempt to interfere with the proper working of the Platform or Kale Rewards Program.

FTC Compliance

You are solely responsible for your Creator Content and your Social Media Properties. You shall adhere to all applicable consumer protection and privacy-related laws and regulations, including, without limitation, all endorsement requirements of the U.S. Federal Trade Commission ("FTC") and the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising and similar such FTC rules and regulations (collectively, "FTC Regulations"). You shall include full, fair, and effective disclosures of the material facts relating to your relationship with Kale and any Brand. Your disclosures should be clear and concise. Examples of required disclosures that may be acceptable include #ad, #paid, #[BRAND]partner, or #[BRAND]ambassador. The foregoing is provided for informational purposes only, and does not constitute legal advice. It is your sole and exclusive responsibility to ensure the compliance of all Creator Content.

Content Standards

By accessing or using the Platform, you are becoming a member of a community that depends on the goodwill and responsible conduct of each person. You shall not transmit or communicate any images, content, or text that: (a) violates any applicable federal, state, local and international laws and regulations; (b) contains any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (c) promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (d) infringes any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (e) violates the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy; (f) is likely to deceive any person; (g) promotes any illegal activity, or advocate, promote or assist any unlawful act; (h) causes annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (i) impersonates any person, or misrepresent your identity or affiliation with any person or organization; or (j) gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Platform, or by anyone who may be informed of any of its contents. This Platform may include content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Taxes

You are solely responsible for paying any and all applicable taxes or other charges required by any governing entity in connection with your rewards from the Kale Rewards Program, including, without limitation, any income tax related to your rewards from the Kale Rewards Program.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You

All information we collect through the Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Platform and Social Media Features

We may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on the Platform.
Send e-mails or other communications with certain content, or links to certain content, on the Platform.
Cause limited portions of content on the Platform to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Platform other than the homepage.
Otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

We provide the Platform for use only by persons located in the United States and Canada (the "Territory"). We make no claims that the Platform or any of its content is accessible or appropriate outside of the Territory. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the Territory, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR ANY SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. IF YOU ARE DISSATISFIED WITH THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERINATE THIS AGREEMENT AND DISCONTINUE USE OF THE PLATFORM.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY CONTENT ON THE PLATFORM, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (a) your violation of these Terms of Use; (b) your use of the Platform or Kale Rewards Program, (b) your Social Media Properties or Creator Content; (c) your violation of any applicable federal, state, local or international law or regulation (including, without limitation, FTC Regulations); or (d) any claim that your Social Media Properties or Creator Content infringes on an intellectual property right, privacy right, or publicity right of any third party.

Governing Law and Jurisdiction; Disputes

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Except where prohibited by applicable law, you and Company agree that any lawsuit or arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and you and Company expressly waive the right to file a class action or seek relief on a class basis.

Arbitration

All disputes arising from these Terms of Use or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, shall be decided by final and binding arbitration using the Commercial Expedited Procedures under the Rules of Arbitration of the American Arbitration Association applying New York law in New York City, NY.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Relationship with Kale

No agency, fiduciary, partnership, joint venture, employee/employer, franchisor-franchisee is intended or created by your use of the Platform or any services provided through the Platform.

Digital Millennium Copyright Act

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Platform, please notify Kale's Copyright Agent in writing, pursuant to the Digital Millennium Copyright Act ("DMCA"), with the following information (see 17 U.S.C. § 512(c)(3) for further detail): (a) an electronic or physical signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work that is claimed to be infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit the Company to locate the material; (d) information reasonably sufficient to permit the Company to contact you, such as your address, telephone number, and email address; (e) a statement that you have good faith belief that use of the material in the manner complained of is not authorized by the copyright owner; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.

The above information must be submitted to the following Copyright Agent:

Attn: DMCA Notice

Palette Technologies, Inc.

Address: 3267 Coastal Oak Drive Simi Valley CA 93065

Email: support@kalecard.com

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use and any documents expressly incorporated by reference herein will represent the entire agreement between you and Company and cannot be overridden by terms contained in any later received document or communication, unless the additional terms are accepted in writing by both you and Company.