Effective Date: October 1, 2023
Please read these Terms of Use (the “Terms”) and our Privacy Policy carefully, as they govern your access to and use of the Spot service.
Spot is an online incident reporting, case management, and DEI compliance training platform for reporting and managing cases of harassment, discrimination, bullying, misconduct, and other issues in the workplace, as well as surfacing employee feedback and providing compliance training through a DEI lens. These Terms govern your use of the websites, emails, and mobile applications that facilitate our incident reporting, case management, and DEI compliance training services (collectively “Spot”).
You use Spot either as 1) a “Spot User,” an unaffiliated individual using Spot for free OR an employee, member, or other affiliate of an Organization that is paying for Spot or 2) as an “Organization” paying for Spot and thus enabling its employees, members, or other affiliates to access their Spot instance. Organizations appoint “Spot Administrators” to manage their Spot account via the Spot dashboard.
Issues and concerns can be reported anonymously by Spot Users. Spot facilitates two-way communication between Organizations and their employees, members, or other affiliates so that concerns can be raised and resolved. Employees, members, or other affiliates access Spot through their Organization’s branded web portal. An Organization’s Spot Administrators manage cases and administer compliance trainings using the Spot dashboard. Individuals who are unaffiliated with an Organization that pays for Spot can use Spot for free on the web to document incidents and, if they choose, have Spot anonymously submit a report on their behalf to any recipient.
These Terms are a contract between an Organization or Spot User and Palace Inc., a Delaware corporation that provides Spot (which we refer to in these Terms as “Palace,” “us,” “we,” and “our”). When we refer to “you” in these Terms, we are either referring to a Spot User or an Organization that uses the service, including all Spot Administrators who have been appointed by an Organization and only act in an administrative capacity for such Organization. Whenever we want to address Spot Users and Organizations separately, we will indicate so.
By accessing and using Spot, you are accepting and agreeing to comply with these Terms. If you do not accept all of the provisions of these Terms, you may not access or use Spot.
The employees, members, or other affiliates of an Organization that pays for Spot may access Spot by giving an email address or using a customizable Spot subdomain (e.g. talktospot.com/name-of-organization) or an obfuscated URL only available to employees, members, or other affiliates of that Organization. Spot Administrators will not be able to see any email address through which Spot Users access the system unless a Spot User opts to include their email address in their report content.
If working on behalf of an Organization, you represent and warrant to us, on behalf of Organization, that you have the legal authority to bind Organization to these Terms. By using a paid instance of Spot, an Organization acknowledges and agrees that it shall be legally bound by these Terms. Spot Administrators shall ensure that all employees, members, or other affiliates of their Organization are notified of these Terms, including the Guidelines for Spot Users and Organizations below. If Organization does not agree to be bound to these Terms as a legal contract, Organization must terminate its plan. Upon termination of any Organization’s plan, any employees, members, or other affiliates of that Organization will no longer be able to use Organization’s instance of Spot, but they may access Spot for free as an individual.
By using Spot, you also acknowledge and accept the provisions of our Privacy Policy, which describes the information we obtain as part of operating the service and how we use it.
Please note: These Terms include mandatory arbitration provisions to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
We may revise these Terms from time to time by posting an updated version on Spot’s website. The revised Terms will be effective immediately. You may always determine if the Terms have changed by checking the Effective Date at the top of these Terms. If we make a change that we believe reduces your rights or increases your responsibilities, we will notify you by email prior to the change becoming effective. We may provide notice of changes in other circumstances as well.
There are two types of Spot Users: 1) unaffiliated individuals using Spot for free and 2) employees, members, or other affiliates of an Organization that pays for Spot. The experience of unaffiliated individuals differs from employees, members, or other affiliates of an Organization that pays for Spot when they wish to submit a report. Differences are outlined below and in our Privacy Policy. Otherwise, the Terms outlined below apply equally to both types of Spot Users.
A. Spot is not intended for minors. Minors, as defined in the country of the Spot User, are expressly prohibited from using Spot or providing any personal information. If you become aware that a minor has provided us with personal information without parental consent, please contact us at [email protected]. If we become aware that we have inadvertently obtained information in violation of applicable laws, we will delete such information if we can identify it. Except for Organizations, Spot is for an individual’s personal, non-commercial use.
B. You may only use Spot if you comply with the Guidelines for Spot Users and Organizations, as set forth below. We reserve the right to suspend or ban access or use of Spot for anyone who fails to comply with these Guidelines or otherwise violates these Terms, in our sole discretion. You may not use Spot if we have banned you.
Spot allows you to submit information about inappropriate behavior, unfair treatment, or other misconduct in a workplace environment, or to simply surface feedback. You can use Spot solely for your own record-keeping purposes or to report such behavior or feedback to an Organization. Misconduct may occur at your place of employment, as part of an interviewing or job placement process, or during events outside your place of employment where people employed by your Organization were present. While we invite you to specify a variety of information, including personal information that identifies you and the other individual(s) involved, we do not consider this information a requirement and enable you to determine how much information to provide. Please understand that you are solely responsible for any and all content and information that you submit to Spot (“User Content”). You understand that you may expose yourself to liability if User Content or other use of Spot violates applicable law or any third-party rights.
We have strict internal policies that prohibit the team that works on Spot from monitoring your communications with Spot. For more information about your options in providing personal information, and how such information is managed by Palace and within Spot, please see our Privacy Policy.
To use Spot, you must go through an interview with Spot’s chatbot. A chatbot is a computer application that is similar to common messaging applications, but you are not chatting with a human. You may elect to provide information and generate a private report solely for your own purposes. If you create a report only for yourself, you’ll receive it either as an email attachment from Spot or via your report management page, depending on whether you are accessing Spot as an unaffiliated individual or as an employee, member, or other affiliate of an Organization that pays for Spot.
If you receive your report via email attachment, you’ll proceed to a step that deletes all the data from your chat with Spot. We strongly advise checking the email attachment you receive before you agree to delete all data from your chat with Spot. We are not able to retrieve chat data once it’s deleted.
If you access your private report via the report management page, your private report is stored indefinitely until you delete it using the “Delete” button on that page. If you submit the private report to your Organization using the “Submit report” button on that page, you can no longer delete that report.
If you wish to create a report after chatting with Spot, you will be given the opportunity to remove details from your chat that you don’t want to share. Should you wish to identify yourself, you must use your real name. We require you to provide a valid email address if you would like Spot to email a report to someone. Emails will be sent from our servers; your email address will not be visible to the recipient. If your Organization uses email verification as part of their Spot instance and you wish to verify yourself as an employee, member, or other affiliate of an Organization that pays for Spot, we require you to provide us with a suitable email address. We will under no circumstance reveal this email address to your Organization.
If you access Spot as an employee, member, or other affiliate of an Organization that pays for Spot, Spot acts as an intermediary between you and Organization by 1) notifying employees, members, or other affiliates via email that there has been an update on a report or that there are follow-up questions or messages, and 2) notifying Administrators of Organization via email that there has been a new report or report update. We thus grant Spot Users anonymity and only use your email address to notify you of follow-ups from your Organization or of actions taken on your report by your Organization. You may opt to provide your contact information to your Organization if you wish to have direct contact after reporting via Spot. You can always check the status of your report and report activity on your report management page. We require Organizations to follow up in a timely manner.
If you access Spot as an unaffiliated individual, you’ll find a unique report ID on the PDF version of your report sent via email attachment. If you opt to submit a report via Spot to your employer or to anyone else, we’ll give you a link to a status webpage where you can check if the report was received and whether a download has been initiated. You are responsible for maintaining the confidentiality of all PDFs you have received or downloaded from Spot and of the status webpage link, if applicable.
If you use Spot to submit a report to someone as an unaffiliated individual, the data of that report is stored on our servers for 30 days after a download is initiated by the recipient. If you send a report to someone who decides not to download the report, the data will be removed automatically from our servers after a period of approximately three months. To manually delete a submitted report as an unaffiliated individual, use the status webpage link saved during your chat with Spot. If the recipient of your report has not yet downloaded it and you no longer want them to have access to it, you can delete the report on your status webpage.
Reports sent by employees, members, or other affiliates of an Organization that pays for Spot to that Organization are not automatically deleted from our servers and cannot be manually deleted. For more details, please see our Privacy Policy.
You agree to notify us immediately if you suspect any unauthorized use of User Content or access to data you submitted to Spot. Links to downloadable content (reports) are subject to cancellation or suspension by Spot at any time.
As between you and Palace, you decide whether Spot should provide your User Content to anyone else, subject only to the Operations License expressly granted by you to us in these Terms (described below). You are solely responsible for all User Content. You represent and warrant that User Content is truthful and accurate, you have the right to submit User Content to Spot, and that you have all rights that are necessary to grant us the Operations License under these Terms. You also represent and warrant that neither User Content, nor your provision of User Content through Spot, nor any use of User Content by Palace on or through Spot will infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
In order for us to legally process User Content in the manner necessary to provide Spot, you must grant Palace certain rights with respect to User Content so that technical actions we take in operating Spot are not considered legal violations. For example, we need to be able to collect, process, transmit, store, copy, and publish User Content in order to provide Spot. Accordingly, you hereby grant Palace a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display in the manner described in these Terms and on our websites, and distribute User Content solely in connection with operating and providing Spot, only for the purpose of providing Spot, and for no other purpose (the “Operations License”). You agree that the Operations License granted to us may be extended by us to our Service Providers to the degree necessary in order for Spot to be provided.
The protection of User Content is a top priority for us, so we have implemented and will maintain administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion, and disclosure of User Content by our personnel. Spot lets you enter User Content such that a report may be automatically generated without any Spot personnel reviewing User Content. Palace’s policy is that none of our personnel will review User Content or any report. We will endeavor to only share User Content, in accordance with our Privacy Policy, with Service Providers that contractually agree to high standards of security and data practices for maintaining the confidentiality and security of User Content and preventing unauthorized access. However, you acknowledge and agree that Palace shall have no responsibility for adequate security, protection, and backup of User Content in the possession or control of any recipient to whom you send a report, of our Service Providers, or if you choose to use unencrypted gateways to connect to Spot.
An Organization must obtain and maintain a plan for Spot in order to enable Organization and its employees, members, or other affiliates to access and use the features of Spot. A plan may be procured 1) through the Spot website or 2) by completing and submitting to us a Service Order Form. Please contact us at [email protected] for more information. Organization shall comply with our Commercial Terms (see below).
The initial Spot Administrator must ensure that Organization’s information is accurate and complete and is updated in a timely manner. If Organization’s information is incorrect, we may not be able to contact the Spot Administrator responsible for Organization, in which event we reserve the right to suspend or terminate such Organization’s plan. After registration, we provide each Spot Administrator with a way to set up their own password and required two-factor authentication method (such as Google Authenticator) for a Spot Administrator account. It is each Spot Administrator’s responsibility to establish and maintain security for such password and two-factor authentication. While each Spot Administrator can reset passwords and authentication mechanisms, we reserve the right to determine whether to fulfill any request to reset a Spot Administrator’s password or authentication mechanisms depending upon whether we are satisfied, at our sole discretion, that the individual requesting the reset is authorized by Organization. Each Spot Administrator must notify us immediately of any unauthorized access to or use of their password or authentication mechanism. Organization and its Spot Administrator(s) are responsible for all activities that occur under Organization’s plan, whether or not Organization or Spot Administrator knows about or authorizes them.
An Organization plan is initiated when we accept the customer request through the Spot website or Service Order Form and make Spot available to Organization and its employees, members, or other affiliates, and shall remain in effect for the period of time specified in Organization’s account settings, as applicable, or until any earlier termination according to these Terms.
The Spot Administrator shall ensure that all Spot Administrators and employees, members, or other affiliates of their Organization who are accessing Spot are at least 18 years old and are authorized by Organization to use Spot.
It is the Spot Administrator’s obligation to ensure that all employees, members, or other affiliates of their Organization comply with the Guidelines for Spot Users and Organizations outlined below. In addition, the Spot Administrator shall ensure that all their Organization’s employees, members, or other affiliates comply with Organization’s policies and legal obligations, as we do not assume any responsibility for actions taken, or omissions by, those individuals when using the Service.
Furthermore, Organization is required to comply with the following commitments:
We pledge to Spot Users that we only work with Organizations fully committed to the above requirements. We also advise Spot Users what they should do if they suspect an Organization violates these requirements. If we receive complaints about the misuse of Spot, we will investigate. If an Organization fails to respond to reports submitted via Spot, we will request to audit your response time of incoming Spot reports and require you to add us as a reviewer to your Spot account. If we determine, in our sole discretion, that an Organization has failed to comply with these Terms, we will terminate that Organization’s Spot plan.
The term of a Spot plan and rights to use Spot will terminate on the earlier of notice of termination by Palace to you, or you to Palace, at any time. If Palace terminates your right to use Spot prior to the scheduled end of the then-current plan term without cause (i.e., you, including your Spot Administrator and employees, members, or other affiliates, are not in violation of these Terms), Palace shall refund the applicable pro rata portion of any fees paid by you for the portion of the plan term after the date of termination. In all other circumstances, including termination by Palace on account of any violation of these Terms, the termination of the right to use Spot shall not require any refund of plan fees paid to Palace or to any distribution partner.
If we believe that there is a violation of these Terms that may be remedied by Organization’s prompt response to highlighted issues (such as delayed response to reports or suspected monitoring of employees, members, or other affiliates), we may ask Organization to resolve the problem. However, we reserve the right to take what we determine to be appropriate action where Organization does not promptly remedy the problem, or if we believe there is a risk of harm to your employees, members, or other affiliates or to us, Spot, or any third party, or we believe we have a legal obligation to act.
As an Organization, you agree to permit Palace to collect, access, process, and use a variety of information (“Organization Data”) when you use Spot. For more information about the Organization Data we obtain and how we use it, please see our Privacy Policy.
Organization and its Spot Administrators are solely responsible for all of their Organization Data. You represent and warrant that you have all rights that are necessary to grant us the Operations License under these Terms. You also represent and warrant that neither your Organization Data, nor your use and provision of your Organization Data through Spot, nor any use of your Organization Data by Palace on or through Spot will infringe, misappropriate, or violate the rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The protection of Organization Data is a top priority for us, so we have implemented and will maintain administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion, and disclosure of Organization Data by our personnel. We will endeavor only to share Organization Data, in accordance with our Privacy Policy, with Service Providers that contractually agree to reasonable data practices for maintaining the confidentiality and security of Organization Data and preventing unauthorized access. However, Organization acknowledges and agrees that Organization and not Palace bears sole responsibility for adequate security, protection, and backup of Organization Data in the possession or control of Organization or Service Providers (including Organization’s and Service Providers’ personnel and other representatives or agents), or if Organization chooses to use unencrypted gateways to connect to Spot.
If you elect to pay for Spot, the following terms shall provide the contract between Palace and you. You also agree that your purchase constitutes your electronic signature, which has the same legal effect as a physical signature.
Spot must be paid for in advance, and you must pay the amount we specify on our website and/or in a separate Service Order that we accept. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. If we agree to invoice Organization, full payment must be received within thirty (30) days from the invoice date.
Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchase, except for those based on Palace’s net income.
When you elect to purchase Spot, you agree that: 1) you will fulfill your obligation to pay for such service by the date on which payment is due; 2) any payment information you provide is true and accurate; 3) you are authorized to use the payment method you provide; 4) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network, if and to the extent we collect it ourselves (where your payments are not made directly to a third-party payment processor); and 5) we have the irrevocable permission to share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your payment, and to grant such firm(s) (and/or one of their respective financial service providers) the rights to collect, use, retain, and disclose such data and information.
Please note that your obligation for payment to, and relationship with, such a third-party payment processor is a contractual matter between you and such third party; Palace is not a party to, or responsible on account of, such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a payment processor, please contact us at [email protected] as promptly as you can.
If you elect to purchase a Spot plan that renews automatically, you agree that we may charge any previously provided credit card or other means of payment without your renewed permission at each applicable billing time, as applicable for the particular service. You may elect to cancel a plan at any time, but such cancellation will be effective as of the end of the then-current billing period, except as otherwise specifically described in connection with any particular plan.
You are responsible for ensuring that your payment information (address, debit, or credit card number and expiration date), is accurate and up to date. You may change this information at any time by logging into your account through the Spot website, accessing your account page, and making the changes, or by contacting [email protected]. If you have any difficulty making any change to the payment method, you must notify us by contacting [email protected] and demonstrating to our satisfaction your authority to change the payment method used for your plan.
If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for any recurring plan (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your plan constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card or other payment method.
If you elect to use a “beta” or other pre-release version of any Spot service, you must agree to two fundamental requirements because of the non-public availability of such service: 1) You agree that the features and functionality of the service are confidential and you shall not disclose any information relating to such service unless we give you specific written permission to do so and 2) you acknowledge such a release is a prototype, still undergoing active development and may be prone to inconsistent and/or incorrect performance; accordingly, you agree to accept all risks associated with using such service.
In addition to the published fees for Spot, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.
Since Palace’s services may be used via a variety of platforms, including mobile computing devices, we assume you understand that you will need a computer or mobile device, and potentially current releases of software, to enable you to use Palace services. Naturally, the cost of your device(s) and communications services are your responsibility, and Palace provides no assurance as to Palace’s compatibility or availability on your device(s) or services. If you are having problems using a Palace service, please contact [email protected].
If any payment made by you for use of Spot is dishonored by your bank, or is otherwise not actually received by Palace due to no fault of Palace’s (including any chargeback, reversal, or other post-payment action to obtain a return of funds by Palace), we may, without limiting our other rights and remedies, suspend your ability to use Spot and/or downgrade your rights to use Spot to any corresponding free service until your payment obligation is paid in full. Palace will endeavor to provide you advance notice of any such downgrade in order to allow you to complete your payment, but Palace is under no obligation to provide such notice.
If you purchase any service that requires a one-time payment, you are purchasing the right to use that service for so long as it is offered by Palace. However, you are advised that Palace may elect to modify such service from time to time, including modifications to the service’s functionality and substance. In addition, your purchase of a particular Spot plan does not entitle you to use any other Spot service requiring a payment, including future enhanced or similar versions of your purchased service that may replace the service you have paid to use. Palace may make these modifications and cease offering services from time to time, at its discretion.
If you feel that your opportunity to use a service was unreasonably short or diminished due to any cessation or modification of such service, you may contact Palace to request a credit towards another Palace service offering. Palace is under no obligation to provide such a credit, and the amount of any such credit, or any other refund of all or a portion of the amount of your payment, shall be determined by Palace, at its discretion. If Palace does provide you with a credit, such credit will have no monetary or exchange value, and will not be transferable or refundable, and if provided with an expiration date by which it must be applied towards another Palace service will expire and have no value after such date.
When you use third-party services with a Palace service, you accept that there are risks in doing so that Palace does not control, and for which Palace shall not be responsible. We encourage you to read the terms and conditions and privacy policy of each third-party service or website that you use or visit. By using a Palace service with a third-party service or website, you release and hold us harmless from and against any and all liability arising from the operations of, or your use of, such third-party service or website.
For example, Palace uses Stripe as its agent for providing payment services and may suggest third-party sites for related content. When you purchase any Palace service, you are granting Palace the irrevocable right and permission with respect to such purchase to provide your personal data and payment information to Stripe (and/or one of its financial service providers) on your behalf, and to grant Stripe (and/or one of its financial service providers) the rights to collect, use, retain, and disclose such data and information. In addition, you authorize Palace to 1) obtain and verify your identity as necessary to complete financial transactions, and 2) determine your eligibility and authority to complete such purchase.
You represent and warrant that you will use Spot solely for lawful purposes in a manner consistent with these Terms, and you agree that you will not:
Subject to the Spot User’s rights in User Content and an Organization’s rights in Organization Data specified above, Palace and its licensors exclusively own all right, title, and interest in and to Spot, including all images, text, and other content provided or made available to you by Palace within, or in conjunction with, Spot, and all associated intellectual property rights therein. You acknowledge that Spot is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying Spot. Palace hereby grants to you a nontransferable, nonexclusive license right to access and use Spot, in accordance with these Terms. Except for this license, Palace retains all rights, title, and interests in Spot.
Palace will endeavor to make Spot available 24 hours a day, 7 days a week, excluding such periods when Spot may be unavailable due to necessary maintenance, updates, or other factors, and unanticipated downtime. We anticipate that service unavailability will be infrequent and of very limited duration. Should we know that there will be any extended unavailability, we will use reasonable efforts to provide advance notice to you. However, Palace does not offer any guarantee or warranty that Spot will be available at all times or that it will continue to be offered indefinitely.
Palace utilizes various skilled third parties (“Service Providers”) to provide technical or other services relating to all or part of our fulfillment of Spot, and you hereby agree that such involvement by these Service Providers is acceptable. Please see our Privacy Policy to understand the extent to which any third party may have access to User Content or Organization Data.
We retain the right, at our sole discretion, to modify Spot at any time, with or without notice, including modifications that may affect the previous mode of operation of Spot. We expect that any such modifications will enhance Spot, but it is possible that you may not agree with us. For example, we may create a new tier of Spot or an additional feature that would only be available to a new type of plan. We also reserve the right to change the information we require from you to use certain Spot features.
While we expect to provide updates and other modifications to Spot from time to time, as well as guidance on how to use Spot as it gets updated, we shall not have any obligation to provide specific support to you with respect to the use or modification of Spot.
We may share information about future enhancements or other changes to Spot, but you should not rely upon those enhancements or changes when deciding to subscribe. Your decision to subscribe should be based upon the functionality available when you are making that decision and not on the potential future functionality.
Spot may contain links to third-party websites intended for those interested in certain services or information. Your use of all such links to third-party websites is at your own risk. We do not monitor or have any control over, and make no claim or representation regarding, third-party website content or services, or the parties operating them. We cannot ensure that such links will continue to operate properly or direct you to the intended location. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third-party website does not imply our endorsement, adoption, or sponsorship of, or affiliation with, such third-party website, or their endorsement or affiliation with Spot or Palace. When you leave Spot, our terms and policies do not govern your use of third-party websites, so please review their terms carefully.
Palace does not provide any legal advice through our offering of Spot or otherwise. We provide Spot as a service to enable Spot Users to promptly record and preserve experiences that may or may not constitute discrimination, harassment, or other illegal or improper activity in the jurisdiction within which you work, and to enable Organizations to manage those cases even if they are submitted anonymously. If you feel that you have been treated unfairly at work, we encourage you to use Spot to record your experience so you have evidence should you wish to pursue a legal or other remedy. We endeavor to provide Organizations a channel through which issues can be raised and resolved before they escalate.
We will also endeavor to provide guidance in our handbook as to what constitutes unlawful discrimination and harassment in certain jurisdictions, but you should consult with your relevant human resources personnel and personal legal advisor if you wish to obtain legal guidance or direction on what actions you must take in order to preserve and enforce your rights.
While Palace has no obligation to do so, Palace reserves the right to review and delete User Content (or portion thereof) that has been submitted to us or is stored on our servers that we believe, at our sole discretion, violates these Terms (including our Guidelines for Spot Users and Organizations), or that we deem, in our sole discretion, inappropriate. If you see any content or materials submitted through Spot that you believe violates these Terms, you may report such content or materials by sending us an email at [email protected]. Once notified, we will review the identified content or materials and consider possible ways to prevent such incidents in the future. Our interpretation of our policies and the decision whether or not to take action and block certain usage of Spot is in our sole discretion. You understand and agree that if we choose not to respond to your request, that decision will not constitute a violation of these Terms or any agreement we have with you.
Palace respects the intellectual property of others and asks that Spot Users and Organizations do the same. If you believe that a Spot User is, through the use of Spot, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed from Spot, you must send us a written notice to [email protected] containing the following information:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Spot does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.
While we have no obligation to do so, we reserve the right to investigate and take appropriate action at our sole discretion against you if you violate these Terms, including without limitation: removing User Content (or portions thereof) from Spot; suspending your rights to use Spot, including blocking IP addresses from which you may have filed a report; reporting you to law enforcement, regulatory authorities, or administrative bodies; and taking legal action against you.
While we have no obligation to do so, we reserve the right, to the fullest extent permitted by applicable law, to take appropriate action to protect the anonymity of Spot Users or Organizations against the enforcement of subpoenas or other information requests that seek a Spot User’s or Organization’s electronic address or identifying information.
We welcome feedback, comments, and suggestions for improvements to Spot (“Feedback”). You can submit Feedback by emailing us at [email protected]. You acknowledge and agree: 1) Feedback does not contain confidential or proprietary information; 2) Palace is not under any obligation of confidentiality, express or implied, with respect to any Feedback; 3) Palace shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way; 4) Palace may already have under consideration or in development ideas similar to or the same as such Feedback; 5) your Feedback automatically becomes Palace’s property without any obligation to you; and 6) you are not entitled to any accounting, compensation, or reimbursement of any kind from Palace under any circumstances. To be clear, Palace shall be entitled to utilize all Feedback in any way without restriction or obligation to you. Without limiting these rights, you hereby grant Palace a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
You acknowledge that a variety of actions we take or allow to occur may impair or prevent you from accessing or using Spot at certain times and/or in the same way, for limited periods or permanently. You agree that Palace has no responsibility or liability as a result of any such actions or results, including, without limitation, the deletion of User Content or Organization Data, or failure to make it available to you. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any part of Spot. However, if you are a subscriber for a paid version of the service (a “Paid Service”) and find that any such modifications or interruption of the Paid Service adversely affects you, you may notify our support team at [email protected], explain the adverse impact the modification has created, and, if you desire, request a termination of your Paid Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification, extend the duration of your Paid Service plan for a period of time equal to the interruption, and/or refund a portion of your Paid Service plan fee equal to the remaining unused term of the Paid Service plan, as we determine appropriate or as may be required by applicable law.
Spot is designed to work with multiple Service Providers, but we may not have control over how our service integrates from time to time with such Service Providers, and we do not control the operation of those Service Providers. Accordingly, you acknowledge and agree that 1) we are not responsible for the performance of such Service Providers, including, without limitation, the performance of any email delivery service or their use or treatment of User Content or Organization Content therein; 2) we are not responsible for any technical inability to access User Content or Organizational Content in Spot; and 3) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such services or applications.
SPOT IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that Spot will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
During the license period, Palace will maintain, at its own expense, insurance coverage from an insurance company authorized to do business in the state where Palace is headquartered and having a general policyholder’s rating of not less than “A” and a financial rating of not less than “VII” as listed in the most current AM Best Insurance Reports, as follows:
Commercial general liability insurance including a blanket waiver of subrogation, and covering bodily injury, death, property damage, personal injury, broad form property damage and contractual liability with limits not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate
Workers compensation insurance as required by the law(s) of the state(s) in which the agreement is to be performed, including a waiver of subrogation in favor of Organization, and covering employer’s liability with a limit not less than one million dollars ($1,000,000);
(d) Umbrella liability excess of commercial general liability, auto liability and employer’s liability with a limit not less than three million dollars ($3,000,000) per occurrence and in the aggregate;
(e) Professional Liability insurance covering errors and omissions on an occurrence or a claims-made basis, covering any services provided under the agreement, with a limit not less than one million dollars ($1,000,000) per occurrence and one million ($1,000,000) general aggregate;
(g) Cyber-liability, privacy and security insurance, with limits not less than one million dollars ($1,000,000) per occurrence and one million dollars ($1,000,000) annual policy aggregate, if Palace will be exposed to personally identifiable information.
Palace hereby agrees to defend Organization its officers, directors, employees, and contractors (the “Organization Indemnified Parties”) against all claims asserted by third parties against any of the Organization Indemnified Parties asserting that Organization’s use of Spot in accordance with the Terms of Use and the Service Order infringes such third party’s intellectual property rights (an “IP Claim”), and Palace shall indemnify the Organization Indemnified Parties from and against all monetary judgments, liabilities, penalties, and settlement payments to such third party, and reasonable out of pocket costs and expenses (including reasonable attorneys' fees) arising from such IP Claim, subject to the procedures and limitations set forth herein. This section shall not apply if and to the extent that the IP Claim arises from modifications to Spot not made by or for Palace in accordance with Palace’s written directions.
If Organization’s use of Spot is limited in any way by an injunction or otherwise, based upon Spot allegedly infringing a third party’s rights (a “Third-Party Limitation”), Palace shall at its option and expense: 1) procure for Organization the right to continue using Spot, while maintaining its functionality consistent with the then-current specifications; or 2) modify or replace Spot, so long as such modification or replacement is made without additional charge to Organization and provides functionality consistent with the then-current specifications; or 3) terminate Organization’s right to access and use Spot and refund any pre-paid fees allocable to the period of time after the effective date of such termination. Any mitigation by Palace under this Section shall not be deemed to waive or limit any other rights Organization may have including, without limitation, rights of indemnity defined in the previous paragraph.
If Organization desires to obtain indemnification under this section, it shall: 1) promptly notify Palace of any claim, suit, action, damage, loss or expense covered by this section (provided that failure to do so shall not affect Organization’s rights unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects Palace); and 2) grant Palace control of the defense and settlement thereof, with counsel reasonably acceptable to Organization. Notwithstanding the foregoing, Palace may not settle any claim, suit or action unless it unconditionally releases the Organization Indemnified Parties of all liability. The Organization Indemnified Parties shall provide Palace, at the expense of Palace, all reasonable assistance in defending any claim, suit, or action covered by this section. The Organization Indemnified Parties shall have the right, at its expense, to be represented by its own counsel in any such claim, suit, or action. Organization acknowledges and agrees that the indemnification and mitigation obligations in this section constitute Palace’s sole obligation and Organization’s sole remedy with respect to an IP Claim.
NEITHER PALACE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SPOT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF ANY SUBSTITUTE SERVICE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE SPOT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PALACE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL PALACE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE SPOT EXCEED THE LESSER OF 1) THE AMOUNT YOU HAVE PAID TO PALACE FOR USE OF SPOT DURING THE THEN-CURRENT OR MOST RECENT PLAN TERM OR 2) ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PALACE, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PALACE AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. All disputes related to this Agreement will be brought exclusively in the state or federal court located in the largest metropolitan city sitting in New Castle County, Delaware. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY 1) CONSENTS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN NEW CASTLE COUNTY, DELAWARE IN ANY ACTION TO ENFORCE, INTERPRET, OR CONSTRUE ANY PROVISION OF THIS AGREEMENT; 2) WAIVES ANY DEFENSE OF IMPROPER VENUE OR FORUM NON CONVENIENS TO ANY SUCH ACTION BROUGHT IN THOSE COURTS; AND 3) AGREES THAT, ANY ACTION TO ENFORCE, INTERPRET, OR CONSTRUE ANY PROVISION OF THIS AGREEMENT WILL BE BROUGHT ONLY IN ONE OF SUCH COURTS AND NOT IN ANY OTHER COURT. The foregoing notwithstanding, either party may seek equitable relief in any court of competent jurisdiction.
Unless you are subject to the “Mandatory Arbitration Provisions” set out below, and subject to any applicable laws, if a claim arises between you and Palace where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event you and Palace agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: 1) neither party shall be required to attend any proceeding in person, 2) the proceeding will be conducted via written submissions, telephone, or online communications or as otherwise agreed upon, 3) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute, and 4) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.
If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.
If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Palace agree to resolve any claims relating to these Terms or Spot—except any dispute relating to the enforcement or validity of intellectual property rights—through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this Mandatory Arbitration Provisions section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions.
You can decline this agreement to arbitrate by contacting us at [email protected] within 30 days of your first use of Spot, clearly stating your election to opt out of arbitration, and providing your name, email address, and physical address.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (to the extent applicable), as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.
The arbitration will be held in the United States county where you live or work or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
The AAA rules will govern payment of all arbitration fees. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Palace will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, Palace will not pay any of your fees and, if Palace has paid any of your fees, you agree to reimburse Palace for all such fees associated with the arbitration paid by Palace on your behalf, which you otherwise would be obligated to pay under the AAA's rules.
We agree with you that there shall be exceptions to the requirement to resolve disputes under the Mandatory Arbitration Provisions, as described in this paragraph. Either you or Palace may assert claims, if they qualify, in small claims court in any United States county where you live or work. In addition, either you or Palace may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of Spot or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.
You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this Mandatory Arbitration Provisions section will be deemed void.
Under California Civil Code Section 1789.3, users of Spot from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may of course contact us at [email protected].
These Terms remain in effect while you use Spot. We may suspend or terminate any services that are part of Spot, for any or no reason, without notice to you. We will have no liability whatsoever to you for any termination or related deletion of your information. All provisions of these Terms shall survive termination or expiration of these Terms except those provisions granting access to or use of Spot. For the avoidance of doubt, you agree that these Terms apply to your use of Spot and User Content posted on Spot at any time prior to the termination or expiration of these Terms.
We may revise these Terms from time to time by posting an updated version on Spot’s website. The revised Terms will be effective immediately. You may always determine if the Terms have changed by checking the Effective Date at the top of these Terms. If we make a change that we believe reduces your rights or increases your responsibilities, we will notify you by email prior to the change becoming effective. We may provide notice of changes in other circumstances as well. Any such changes will not apply to any claim brought prior to the effective date of the revised Terms incorporating such changes. Your continued use of Spot is subject to the most current effective version of these Terms. You may terminate your service agreement within thirty (30) days of notification of changes to the Spot Terms of Use or Privacy Policy and receive a refund of any pre-paid fees allocable to the period of time after the effective date of such termination.
Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.
You agree to waive your right to file a pre-suit discovery proceeding seeking a Spot User's identifying information from Spot. If you intend to propound discovery seeking a Spot User's identifying information, you agree to do so pursuant to a valid California subpoena, properly issued in connection with an active lawsuit and properly served on our registered agent at [email protected]. You further agree that all such subpoenas and discovery proceedings arising from such subpoenas shall be issued from, brought, and resolved exclusively in the state courts located within the federal courts in the Northern District of California, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for such discovery proceedings.
Spot may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Palace, or any products utilizing such data, in violation of the United States export laws or regulations.
The communications between you and Palace use electronic means, whether you use Spot or send us emails, or whether Palace posts notices on Spot or communicates with you via email. For contractual purposes, you 1) consent to receive communications from Palace in an electronic form; and 2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Palace provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hard copy in writing. The foregoing does not affect your non-waivable rights.
Except as specifically stated in any other agreement we have with you, these Terms constitute the entire agreement between you and us regarding the use of Spot, and these Terms supersede all prior proposals, negotiations, agreements, and understandings concerning the subject matter of these Terms. You represent and warrant that no person has made any promise, representation, or warranty, whether express or implied, not contained herein to induce you to enter into this agreement. Our failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. To the extent allowed by law, the English version of these Terms are binding. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Spot's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect; as used in the Terms, the word “including” means “including but not limited to.”
The Stripe name and logos are trademarks or service marks of Stripe, Inc. or its affiliates in the U.S. and other countries. Palace does not endorse Stripe, and Stripe does not endorse or provide any recommendation of any Palace service, and no assumption of any endorsement should be taken from Palace’s use of the Stripe services.
Please contact us with any questions regarding these Terms: