Terms & Conditions
These Terms of Service (these “Terms of Service”) constitute a legal agreement between you an Palmarium AI LLC, a Delaware limited liability company (“Palmarium”). Palmarium and you may be referred to herein collectively as the “Parties” or individually as a “Party.” As used throughout these Terms of Service, the terms “Customer” “you” or “your” refer to customers who register for, use or access the Services, whether with a Demo Account or a paid Palmarium Account. The terms “we,” “us” and “our” refer to Palmarium.
By accessing and using the Services, you agree to be bound by these Terms of Service, as well as all agreements, policies, and terms referenced in these Terms of Service or otherwise made available through the Palmarium Platform, including without limitation our Privacy Policy, located at www.palmarium.ai, and any supplemental terms applicable to specific Services that Palmarium may adopt from time to time (“Supplemental Terms”). All such policies and Supplemental Terms are incorporated herein by reference and form part of these Terms of Service.
You may not use the Services or accept these Terms of Service if (a) you are younger than 18 or you are not of legal age to form a binding contract with Palmarium, (b) you are not a person who meets the elegibility criteria set forth in Section 3 herein, or (c) you are otherwise a person barred from receiving the Services under any Applicable Laws or regulations or. Palmarium reserves the right to amend these Terms of Service at any time by posting the amended terms to its website or otherwise providing you notice of the amended Terms of Service. Your continued use of the Services constitutes acceptance of such amended terms. If you do not agree with these Terms of Service, as amended from time to time, your sole and exclusive remedy is to discontinue using the Services.
Definitions
a) “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Palmarium in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
b) “Applicable Law” means any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any governmental or regulatory body or self-regulatory organization (including the Nasdaq Stock Market, the New York Stock Exchange and the Financial Industry Regulatory Authority), both in the United States and in any other foreign country or territory.
c) “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software under the rights granted to Customer pursuant to these Terms of Service and (ii) for whom access to the Services have been purchased hereunder.
d) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Software.
e) “Palmarium Platform” means collectively our website (www.palmarium.ai), mobile applications, software, APIs or other access channels as made available by us from time to time.
f) “Palmarium IP” means the Software, the SaaS Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Palmarium IP includes Aggregated Statistics and any information, data, or other content derived from Palmarium’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
g) “SaaS Documentation” means Palmarium’s user manuals, handbooks, and guides relating to the Services provided by Palmarium to Customer either electronically or in hard copy form/end user documentation relating to the Services.
h) “Services” means the provision by Palmarium to Customer of access to and use of the proprietary software platform known as Palmarium (the “Software”), including individual user licenses that permit each authorized user of Customer to independently access the Software. The Software enables users, through a customizable and user-friendly interface, to (i) monitor assets via personalized watchlists that generate weekly reports, (ii) search and filter assets such as stocks, bonds, funds, and ETFs, (iii) create quantitative rankings, conduct customized comparisons, and access suggested lists with online visualizations, (iv) review data and analyses for each asset, including valuations prepared by Palmarium’s team of experienced international specialists, (v) design and present customized investment proposals on a white-label basis, (vi) compare portfolios, analyze strategies, and maintain updated performance records, and (vii) access such other functionality as may be made available from time to time within the Software. For clarity, any valuations, analyses, or other information made available through the Services are provided solely for informational purposes, represent only the independent and objective views of Palmarium, and shall not constitute investment advice, recommendations, or any guarantee of results.
Access & Use
a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of these Terms of Service, Palmarium hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Palmarium shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
b) SaaS Documentation License. Subject to the terms and conditions contained in these Terms of Service, Palmarium hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license during the Term to use and make a reasonable number of copies of the SaaS Documentation solely for Customer’s internal business purposes in connection with Licensee’s use of the Customer during the Term the additional terms and conditions set forth herein. You agree that you have no rights in the Services or the SaaS Documentation, other than the license granted hereunder. You further agree to protect the confidentiality of all the information relating to the Services’ code, design or logic structure provided to you by Palmarium.
c) Services and Packages. Palmarium offers access to its Services through various subscription packages (the “Subscription Packages”), which may include, without limitation:
i) Generation of automated portfolio allocation outputs by the Palmarium software, applying proprietary statistical and mathematical models and, where applicable, user-selected constraints (“Optimizations”);
ii) Risk and performance reports (including backtested performance reports and custom risk reports);
iii) Access to the AI Features ;
iv) Alerts, signals, or monitoring features regarding market conditions (e.g., volatility, recession risk, exit triggers);
v) Advisor tools (including Agent-to-Advisor (A2A) integration);
vi) Technical or account support (including email, live chat, and dedicated support options);
vii) Any other related Services that Palmarium may, from time to time, determine.
All relevant information regarding the scope and restrictions of each Subscription Package can be found [on Palmarium’s website / at the time of registering for the Services and creating a Palmarium Account [1].
Palmarium may, in its sole discretion, add, withdraw, modify, or discontinue any element of the Services or Subscription Packages at any time, without liability. Palmarium may also, from time to time, offer additional features, products, or services for purchase separate from the Subscription Packages, including additional Optimizations beyond those included in a Customer’s current Subscription Package. Palmarium shall determine, in its sole discretion, whether such additional Optimizations or other add-ons roll over into future billing cycles or expire if unused.
d) Use Restrictions. Customer shall not use the Palmarium IP for any purposes beyond the scope granted in these Terms of Service. Customer shall not, at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Palmarium IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Palmarium IP; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Palmarium IP, in whole or in part; (iv) remove any proprietary notices from the Palmarium IP; or (v) use the Palmarium IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law.
e) Reservation of Rights. Palmarium reserves all rights not expressly granted to Customer in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing in these Terms of Service grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Palmarium IP.
f) Aggregated Statistics. Not with standing anything to the contrary in these Terms of Service, Palmarium may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Palmarium and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Palmarium. Customer acknowledges that Palmarium may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Palmarium may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under Applicable Law.
g) Subcontracting. Palmarium may, in its discretion, subcontract certain services related to the Services, provided that any such subcontracted services are performed in accordance with the terms and conditions of these Terms of Service.
h) Revenue from Third Parties. Customer acknowledges that Palmarium and/or its affiliates may earn revenue from third parties based on Customer’s use of the Services, such as through trading products and the various portfolio models and/or products available on the Palmarium Platform.
Customer Responsibilities
a) Customer is responsible and liable for all uses of the Palmarium IP resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Service if taken by Customer will be deemed a breach of these Terms of Service by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms of Service’s provisions as applicable to such Authorized User’s use of the Palmarium IP and shall cause Authorized Users to comply with such provisions.
b) Eligibility. To register for the Services and create a Palmarium account (a “Palmarium Account”), [whether for a paid subscription or a free demo], Customer must be an individual of legal age or a business entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, authorized to do business, and in each case which meets the requirements set forth herein.
c) Regulatory Status Representations
i) Disclosure at Registration. At the time Customer registers for the Services (whether for a demo account or a paid Palmarium Account), Customer shall confirm and certify whether it is acting as (i) a RIA (as defined below), (ii) a broker-dealer, or (iii) another type of regulated entity or institution which is registered either before the United States Security and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”), or any equivalent institution in the place where such entity is organized and/or provides its services or otherwise operates its business, in each case as required by all Applicable Laws (collectively, “Regulatory Status”). Customer acknowledges and agrees that its confirmation of Regulatory Status at registration constitutes a representation and warranty under these Terms of Service and shall be deemed reaffirmed each time Customer or any Authorized User accesses the Services.
ii) Registered Investment Advisers. If Customer identifies itself as a Registered Investment Adviser (a “RIA”), Customer represents, warrants, and covenants that it is duly registered and in good standing as an “investment adviser” within the meaning of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), or under applicable state securities laws, and is and shall remain in compliance in all material respects with the Advisers Act, such state laws, and all other Applicable Laws, rules, and regulations governing RIAs.
iii) Broker-Dealers. If Customer identifies itself as a broker-dealer, Customer represents, warrants, and covenants that it is duly registered and in good standing as a “broker” or “dealer” within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), is a member in good standing of FINRA, and is and shall remain in compliance in all material respects with the Exchange Act, FINRA rules, and all other Applicable Laws, rules, and regulations governing broker-dealers.
iv) Other Regulated Entities. If Customer identifies itself in another regulated capacity, Customer represents, warrants, and covenants that it is duly registered, licensed, or otherwise authorized by the SEC, FINRA, or any other equivalent institution in the jurisdiction where such entity is organized and/or provides its services or otherwise operates its business (in each case as required by all Applicable Laws), and that the conduct of such business and professional activities, as currently conducted, is in full compliance with all Applicable Laws and shall remain in compliance in all material respects with such laws and regulations.
v) Ongoing Obligation; Notice of Change. Customer represents and warrants that it is, and shall remain during the Term, duly registered and in compliance with all laws and regulations applicable to its business and status, including those governing investment advisers, broker-dealers, insurance producers, and other regulated entities, where applicable. Furthermore, Customer’s representation of its Regulatory Status is a continuing obligation during the Term of these Terms of Service. Customer shall promptly notify Palmarium in writing of any change in its Regulatory Status, including but not limited to suspension, revocation, lapse, expiration, or modification of any registration, license, or authorization, or the filing of any claim against Customer or any of its Authorized Representatives or the initiation of any internal or external investigation.
d) Verification; Termination for Non-Compliance. Palmarium may, from time to time and in its sole discretion, request, and Customer shall promptly provide, such information, certifications, filings, registrations, licenses, or other documentation as Palmarium may reasonably require to verify Customer’s continued compliance with this Section 3, including, as applicable, a CRD Number, BD Name o Firm Name, License Number or Representative ID and/or official corporate e-mail address. Palmarium shall have the right, in its sole discretion, to review such information and determine whether Customer continues to satisfy the applicable legal and regulatory requirements. If Palmarium determines that Customer does not, or no longer, satisfies the legal or regulatory requirements applicable to its status, Palmarium may immediately suspend or terminate these Terms of Service, in whole or in part, without liability or obligation of any kind.
e) Indemnification. Without limiting any other indemnification obligations set forth in these Terms of Service, Customer shall indemnify, defend, and hold harmless Palmarium and its affiliates, and their respective owners, officers, directors, employees, and agents, from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Customer’s status or business activities, whether as a RIA, broker-dealer, another regulated entity, or otherwise; (ii) Customer’s failure to maintain in good standing any registration, license, or authorization required by Applicable Law; or (iii) any misrepresentation or breach of Customer’s obligations under this Section 3.
f) Account Security. Customer and its Authorized Users are responsible for safeguarding all log-in credentials associated with Customer’s Palmarium Account. If Customer believes that any log-in information has been stolen, compromised, or misused, Customer must notify Palmarium immediately. Customer shall ensure that only Authorized Users access the Services and shall monitor such access to prevent unauthorized use.
g) Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (i) use the Services in violation of Applicable Law, including securities laws, export control laws, or data privacy regulations; (ii) use the Services for any purpose other than for Customer’s internal, lawful business purposes; (iii) resell, sublicense, or otherwise make the Services available to third parties except as expressly permitted in these Terms of Service; or (iv) introduce into the Services any software, code, or device intended to disable or impair the Services.
h) No Agency or Authority. Customer acknowledges and agrees that it is an independent user of the Services and is not, and shall not represent itself to be: (i) an agent, representative, partner, joint venturer, franchisee, fiduciary, or employee of Palmarium; or (ii) otherwise authorized to bind Palmarium, incur obligations on behalf of Palmarium, or make any representations, warranties, commitments, or assurances of any kind on behalf of Palmarium to any third party. Customer shall not use Palmarium’s name, logo, trademarks, or other branding in any manner that could reasonably suggest endorsement, sponsorship, affiliation, or partnership, except as expressly authorized in writing by Palmarium. Any act or representation in violation of this Section shall be void ab initio and of no effect, and Customer shall indemnify, defend, and hold harmless Palmarium from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Section.
No Investment Advice
Customer acknowledges and agrees that the Services, including all data, analytics, reports, research, visualizations, artificial intelligence outputs, and other content made available through the Services (collectively, the “Palmarium Content”), are provided solely for general informational and business management purposes. Palmarium does not provide, and nothing in the Services shall be construed as providing, personalized investment advice, recommendations, offers, or solicitations to buy or sell any security, financial instrument, or investment strategy.
CUSTOMER AGREES AND ACKNOWLEDGES THAT PALMARIUM IS NOT AND SHALL NOT BE DEEMED TO BE: (I) AN “INVESTMENT ADVISER” UNDER THE ADVISERS ACT OR UNDER ANY STATE SECURITIES LAWS; (II) A “BROKER-DEALER” UNDER THE EXCHANGE ACT OR UNDER ANY SIMILAR LAW; OR (III) A FIDUCIARY OF CUSTOMER OR ANY OF ITS CLIENTS. PALMARIUM IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, FINRA, OR ANY OTHER SECURITIES OR COMMODITIES REGULATORY AUTHORITY. FURTHERMORE, CUSTOMER AGREES AND ACKNOWLEDGES THAT PALMARIUM, ITS EMPLOYEES AND ITS AGENTS, ARE NOT FINANCIAL ADVISORS, FINANCIAL PLANNERS OR BROKER-DEALERS, AND CANNOT ADVISE CUSTOMER OR ITS CLIENTS THROUGH THE SERVICES OR OTHERWISE. CUSTOMER AGREES AND ACKNOWLEDGES THAT PALMARIUM MAKES NO REPRESENTATION AS TO THE SUITABILITY OF THE SERVICES FOR ANY PURPOSE, AND PALMARIUM WILL NOT BE HELD LIABLE IN ANY WAY FOR ANY CONSEQUENCES OR DAMAGES THAT MAY ARISE THROUGH CUSTOMER’S USE OF THE SERVICES.
Customer remains solely responsible for: (i) its own compliance with applicable regulatory requirements; (ii) determining whether and how to use Palmarium Content in connection with its business; (iii) all investment or financial decisions made, actions taken, or failures to act based on Palmarium Content; and (iv) effecting all underlying transactions for accounts under its management and supervision. Palmarium does not and will not independently evaluate the suitability of, recommend, or effect any trades for Customer or its clients, and assumes no responsibility for ensuring execution or effectiveness of trades.
Customer shall not construe Palmarium Content as a substitute for its own independent judgment, regulatory compliance obligations, or advice from qualified professionals. Any use of Palmarium Content by Customer or its clients is at their sole risk and Palmarium shall not be liable for any damages, losses, or other consequences arising from Customer’s reliance on, or use of, the Services or Palmarium Content.
Artificial Intelligence Features
a) AI Features. Customer acknowledges that certain portions of the Services may incorporate or make available machine learning models, large language models (“LLMs”), generative artificial intelligence, or other artificial intelligence technologies (collectively, “AI Features”). The AI Features may generate text, summaries, analyses, or other output that could resemble statements of opinion, recommendations, conclusions, or advice (collectively, “AI Output”).
b) No Advice or Control. Customer acknowledges and agrees that all AI Output is generated automatically by algorithms without human review, control, or oversight by Palmarium, and may be incomplete, inaccurate, or misleading. Palmarium does not: (i) prepare, endorse, adopt, monitor, or warrant any AI Output; (ii) provide investment, legal, tax, accounting, or other professional advice through the AI Features; or (iii) engage in any activity that would require registration or licensing as an investment adviser, broker-dealer, fiduciary, or other regulated professional.
c) Customer Responsibility. Customer remains solely responsible for reviewing, interpreting, validating, and using any AI Output, and for all decisions, actions, or failures to act based on such AI Output. Customer acknowledges that AI Output is not a substitute for its own professional judgment, regulatory compliance obligations, or independent advice from qualified professionals.
d) Regulatory Carve-Out. Customer expressly agrees that: (i) the use of AI Features shall not be construed to cause Palmarium to be deemed an “investment adviser,” “broker,” “dealer,” fiduciary, or other regulated entity under U.S. or foreign law; (ii) Palmarium shall not be liable for any regulatory obligations of Customer arising out of Customer’s reliance on or use of AI Output; and (iii) Customer shall indemnify, defend, and hold harmless Palmarium and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, investigations, regulatory proceedings, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s use of AI Output or any allegation that Palmarium engaged in a regulated activity by reason of providing access to AI Features.
e) No Reliance; “As Is.” Customer acknowledges and agrees that all AI Output is provided strictly “as is” and “as available,” without warranty of any kind, and Customer shall not rely on any AI Output as authoritative, accurate, complete, current, or fit for any particular purpose.
Fees and Payment
a) Subscription Plans and Fees. Access to the Services is provided on a subscription basis. Palmarium may, from time to time and in its sole discretion, establish, modify, or discontinue different Subscription Packages, service tiers, features, pricing, and billing arrangements (collectively, the “Subscription Plans”). The current pricing and available Subscription Plans are described in the “Pricing” section of Palmarium’s website, which is incorporated by reference into these Terms of Service and may be updated or modified by Palmarium at any time in its sole discretion. Any such modifications will be effective upon posting and/or notice to existing subscribers, and Customer’s continued use of the Services thereafter shall constitute acceptance of the updated Subscription Plans and pricing.
b) Billing and Payment. Unless otherwise agreed in writing, Subscription Fees are billed and payable in advance on a recurring basis, either monthly (by default) or annually (if Customer selects an annual billing option). Customer’s subscription will automatically renew for successive billing cycles (monthly or annually, as applicable) at then-current rates, unless cancelled by Customer in accordance with Section 6(c). All payment obligations are non-cancellable and all amounts paid are non-refundable, including in the event of cancellation, suspension, termination, downgrade, or non-use of the Services. Customer hereby authorizes Palmarium (or its third-party payment processor) to charge Customer’s designated payment method automatically on each billing date for all applicable Subscription Fees, taxes, and any other charges incurred in connection with Customer’s account. Customer shall ensure that its payment method and account information are current, valid, and sufficient to cover all charges. If a charge attempt is declined, returned, or otherwise fails, these Terms of Service and Customer’s right to access the Services shall be deemed automatically terminated in Palmarium’s favor without notice, unless and until Customer brings its account current by paying all outstanding amounts.
c) Cancellation. Customer may cancel its subscription at any time via the Palmarium Platforms. Cancellation will be effective at the end of the then-current billing cycle, and Customer will continue to have access to the Services until such time. Customer remains fully responsible for all Subscription Fees for the current billing cycle, and no refunds, credits, offsets, or prorated amounts will be issued for any reason. After cancellation, Customer’s account and related data may be retained by Palmarium in accordance with its data retention policies, and Customer may reactivate access by re-subscribing under then-current terms.
d) Upgrades and Downgrades. Customer may upgrade its Subscription Plan at any time, in which case Palmarium may charge additional fees on a prorated basis for the remainder of the then-current billing cycle. Downgrades will take effect only upon the commencement of the next renewal billing cycle. Palmarium reserves the right to determine in its sole discretion the scope and availability of upgrade or downgrade options.
e) Free Trials. Palmarium may, at its discretion, offer free trial access to certain Subscription Plans. At the conclusion of any free trial period, unless Customer cancels prior to the trial’s expiration, Customer will automatically be enrolled in the applicable paid Subscription Plan and charged the corresponding Subscription Fees. Customer may cancel during the trial period without penalty, and no Subscription Fees will be due if Customer cancels prior to the end of the free trial.
f) Taxes. All Subscription Fees and other amounts payable under these Terms of Service are exclusive of all taxes, duties, levies, tariffs, and similar governmental charges (collectively, “Taxes”). Customer shall be responsible for all Taxes associated with its subscription, except for taxes based on Palmarium’s net income. Palmarium may charge and collect Taxes as required by Applicable Law.
g) Additional Services. Any services not expressly included in the applicable Subscription Plan (“Additional Services”) may be provided by Palmarium pursuant to a separate written order, statement of work, or other agreement, and shall be subject to additional fees as specified by Palmarium. Palmarium shall have no obligation to provide any Additional Services unless agreed in writing.
h) Price Changes. Palmarium reserves the right to increase or otherwise modify Subscription Fees at any time. Any such changes will apply beginning with the next renewal term or billing cycle, as applicable. Palmarium may provide notice of such changes in any manner it deems appropriate, including via email, through the Palmarium Platforms, or by posting updated pricing on its website. Customer’s continued use of the Services after the effective date of such changes shall constitute acceptance of the revised pricing.
Confidential Information
a) Confidential Information. “Confidential Information” means all nonpublic information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) concerning its business, affairs, products, services, pricing, customers, vendors, intellectual property, technology, software (including source code and object code), algorithms, models (including AI or machine learning models), data, trade secrets, know-how, security information, financial information, marketing and business plans, and any other sensitive or proprietary information, whether disclosed orally or in written, electronic, visual, or other form or media, and whether or not marked or identified as “confidential.” Confidential Information does not include information that the Receiving Party can demonstrate by written evidence: (i) is or becomes public through no fault of the Receiving Party; (ii) was rightfully known without restriction prior to disclosure; (iii) was lawfully received from a third party without restriction; or (iv) was independently developed without use of or reference to the Disclosing Party’s Confidential Information.
The Receiving Party shall use the Disclosing Party’s Confidential Information solely to exercise its rights or perform its obligations under these Terms of Service, shall not disclose such Confidential Information to any third party except to its employees, contractors, or advisors with a strict need to know and bound by obligations at least as protective as those herein, and shall protect such Confidential Information with at least the same degree of care it uses to protect its own similar information, but no less than reasonable care. If compelled by law, regulation, or valid legal process to disclose Confidential Information, the Receiving Party may do so provided it gives prompt written notice (to the extent legally permitted) and cooperates with the Disclosing Party in seeking a protective order or other remedy.
Upon termination or expiration of these Terms of Service, or at the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, except that one archival copy may be retained solely for legal or compliance purposes. All Confidential Information remains the sole property of the Disclosing Party, and no license or rights are granted except as expressly provided in these Terms of Service. The Receiving Party acknowledges that any actual or threatened breach of this Section would cause irreparable harm for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to injunctive relief and other equitable remedies without the need to post bond, in addition to any other remedies available at law.
b) Usage Data. Notwithstanding the foregoing, Palmarium may collect, compile, analyze, and use data related to Customer’s use of the Services (“Usage Data”) for Palmarium’s lawful business purposes, including analytics, benchmarking, research, development, product improvement, and training of Palmarium’s models and services, provided such Usage Data is aggregated and/or anonymized so that it does not identify Customer or any individual. Aggregated or anonymized Usage Data shall not be deemed Confidential Information.
Intellectual Property Ownership; Customer Data; Feedback
a) Palmarium IP. As between the Parties, Palmarium owns and shall retain all right, title, and interest, including all intellectual property and proprietary rights, in and to the Services, the Palmarium Platforms, software, technology, algorithms, models (including AI and machine learning models), user interfaces, designs, documentation, know-how, and all enhancements, modifications, improvements, and derivative works thereof, whether created by Palmarium, through Customer’s use of the Services, or otherwise (collectively, the “Palmarium IP”). No rights are granted to Customer other than the limited right to access and use the Services as expressly set forth in these Terms of Service. Customer shall not, and shall not permit any third party to, (i) copy, modify, adapt, translate, create derivative works from, distribute, or otherwise exploit the Palmarium IP; (ii) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Palmarium IP; (iii) remove or alter any proprietary notices; or (iv) use the Palmarium IP outside the scope of these Terms of Service, including by reselling, sublicensing, or providing it on a time-sharing or service bureau basis. Any unauthorized use of the Palmarium IP shall be void and constitute a material breach of these Terms of Service.
b) Customer Data. As between the Parties, Customer owns all right, title, and interest, including all intellectual property rights, in and to the data uploaded, transmitted, or otherwise made available by or on behalf of Customer through the Services (“Customer Data”). Customer grants to Palmarium a non-exclusive, royalty-free, worldwide license to host, store, reproduce, distribute, display, and otherwise use Customer Data solely as necessary to provide the Services and to fulfill Palmarium’s obligations under these Terms of Service. Customer further grants to Palmarium a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right to use Customer Data that has been aggregated and/or anonymized, in accordance with Section 7 (Confidential Information), for Palmarium’s lawful business purposes, including analytics, benchmarking, research, development, improvement, and training of Palmarium’s models and services.
c) Feedback. Palmarium welcomes suggestions, comments, or other feedback regarding the Services (“Feedback”). Customer agrees that any Feedback provided by Customer or its personnel is and shall be deemed non-confidential and non-proprietary. Customer hereby assigns, and shall cause its employees, contractors, and agents to assign, to Palmarium all right, title, and interest in and to any Feedback, including any associated intellectual property rights, without any attribution or compensation to Customer or to any other person. Palmarium shall be free to use, disclose, reproduce, license, and otherwise exploit such Feedback without restriction of any kind.
d) Reservation of Rights. Except for the limited rights expressly granted to Customer under these Terms of Service, no other rights, licenses, or interests are transferred or implied. All rights not expressly granted herein are reserved by Palmarium.
Cybersecurity
a) Information Security. Palmarium has implemented, and will maintain, an information security program reasonably designed to protect the security and confidentiality of Customer Data. Customer acknowledges and agrees that the Software does not interface with or access any of Customer’s internal systems or data. Accordingly, Palmarium shall have no responsibility or liability for any damage, loss, or other harm to Customer’s internal systems or data arising out of or relating to Customer’s use of the Services, and Customer hereby fully and irrevocably releases Palmarium from any and all liability with respect thereto.
b) Secure Communications. Palmarium agrees that all transmissions or electronic exchanges of Customer Data with Customer shall be conducted through secure methods (including, without limitation, HTTPS or SFTP). Palmarium shall encrypt Customer Data in accordance with generally accepted industry standards for encryption of data both (i) in transit across public networks and (ii) at rest.
c) Business Recovery and Contingency. Palmarium represents that it has adopted a business recovery and contingency plan (the “BRC Plan”) reasonably designed to ensure the continued availability of the Services in the event of a disruption to Palmarium’s operations, including as a result of system failures or natural or man-made disasters. Palmarium further represents that it tests and reviews the BRC Plan on a periodic basis and is committed to updating the BRC Plan as it deems prudent and necessary, and in accordance with any Applicable Laws and regulations.
Warranty Disclaimer
THE SERVICES, THE PALMARIUM IP, AND ALL INFORMATION, CONTENT, DATA, REPORTS, ANALYTICS, AI OUTPUT, CUSTOMER-GENERATED CONTENT, SOFTWARE-GENERATED CONTENT, THIRD-PARTY MATERIALS, AND ANY OTHER MATERIALS MADE AVAILABLE BY PALMARIUM (COLLECTIVELY, THE “PALMARIUM MATERIALS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PALMARIUM, ON BEHALF OF ITSELF, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, PALMARIUM MAKES NO WARRANTY THAT THE PALMARIUM MATERIALS OR ANY RESULTS THEREOF: (i) WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS OR EXPECTATIONS; (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR COMPATIBLE WITH OTHER SYSTEMS; (iii) WILL BE FREE OF VIRUSES OR HARMFUL CODE; OR (iv) WILL PRODUCE ANY BUSINESS, FINANCIAL, REGULATORY, OR INVESTMENT RESULT.
CUSTOMER ACKNOWLEDGES THAT PALMARIUM SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CONTENT OR OUTPUT AVAILABLE THROUGH THE SERVICES, WHETHER GENERATED BY CUSTOMER, ANY AI FEATURE, ANY AUTOMATED PROCESS, OR OTHERWISE. ALL SUCH CONTENT IS PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND SHALL NOT BE CONSTRUED AS INVESTMENT ADVICE, A SOLICITATION OR RECOMMENDATION, OR ANY OTHER REGULATED ACTIVITY. PALMARIUM SHALL HAVE NO LIABILITY FOR, AND SHALL NOT INDEMNIFY OR DEFEND, CUSTOMER AGAINST ANY CLAIM BROUGHT BY A THIRD PARTY ARISING OUT OF CUSTOMER’S USE OR RELIANCE ON ANY PALMARIUM MATERIALS OR AI OUTPUT.
Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PALMARIUM, ITS AFFILIATES, OWNERS, DIRECTORS, OFFICERS, OR AGENTS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE SERVICES, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, LOSS OF BUSINESS, PRODUCTION, REVENUE, OR PROFIT; (c) LOSS OF GOODWILL, REPUTATION, OR BUSINESS OPPORTUNITY; (d) USE, INABILITY TO USE, LOSS, CORRUPTION, INTERRUPTION, DELAY, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF PALMARIUM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT SHALL PALMARIUM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE SERVICES, OR THE PALMARIUM MATERIALS, UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PALMARIUM UNDER THESE TERMS OF SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS, INCLUDING INDEMNIFICATION CLAIMS UNDER SECTION 12, AND REGARDLESS OF THE FORM OF ACTION. CUSTOMER ACKNOWLEDGES THAT THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
Indemnification
a) Palmarium Indemnification. Palmarium shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer arising from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that the Services, as provided by Palmarium and when used in accordance with these Terms of Service, infringe or misappropriate such third party’s U.S. patents, copyrights, or trade secrets. Palmarium’s obligations under this Section are conditioned on Customer (i) promptly providing written notice of the Third-Party Claim; (ii) cooperating fully with Palmarium at Palmarium’s expense; and (iii) granting Palmarium sole control of the defense and settlement of the Third-Party Claim. Palmarium will not be responsible for any settlement it does not approve in writing.
If such a Third-Party Claim is made or appears possible, Palmarium may, at its sole option and expense: (i) modify or replace the Services or the applicable component to make it non-infringing; (ii) obtain the right for Customer to continue use; or (iii) terminate these Terms of Service, in whole or in part, by written notice, with no further liability. Palmarium shall have no liability under this Section to the extent the alleged infringement arises from (A) Customer Data; (B) use of the Services in combination with software, hardware, data, or technology not provided or approved by Palmarium; (C) modifications to the Services not made by Palmarium; or (D) use of the Services outside the scope of these Terms of Service.
b) Customer Indemnification. Customer shall indemnify, defend, and hold harmless Palmarium and its affiliates, licensors, and service providers, and their respective officers, directors, employees, and agents, from and against any and all Losses arising from or relating to any Third-Party Claim based on: (i) Customer Data, including its collection, use, or disclosure; (ii) Customer’s or any Authorized User’s negligence, willful misconduct, or violation of law; (iii) Customer’s or any Authorized User’s breach of these Terms of Service (including Section 3 on regulatory compliance); (iv) Customer’s or any Authorized User’s use of the Services or Palmarium IP in a manner not authorized by these Terms of Service; (v) any advice or recommendations provided by Customer or any Authorized User’s, including following the use of, based on, or anyhow related to the Services; (vi) Customer’s or any Authorized User’s use of the Services in combination with software, hardware, data, or technology not provided or approved by Palmarium; or (vii) modifications to the Services or Palmarium IP made by anyone other than Palmarium.
c) Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES, AND PALMARIUM’S SOLE LIABILITY AND OBLIGATION, FOR ANY THIRD-PARTY CLAIM THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE INTELLECTUAL PROPERTY RIGHTS. PALMARIUM’S TOTAL LIABILITY FOR ALL SUCH CLAIMS IS LIMITED AS SET FORTH IN SECTION 11.
Term and Termination
a) Term. These Terms of Service shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Section 13 (the “Term”).
b) Termination by Palmarium. Palmarium may terminate these Terms of Service, in whole or in part, at any time and for any reason, with or without cause, effective immediately upon written notice to Customer. Without limiting the foregoing, Palmarium may terminate these Terms of Service immediately (i) if Customer fails to pay any Fees when due, (ii) if Palmarium determines in its sole discretion that Customer has breached these Terms of Service or any Applicable Law or regulation, (iii) if Palmarium determines in its sole discretion that Customer no longer meets the eligibility, registration, or compliance requirements for use of the Services, or (iv) as otherwise provided in these Terms of Service. Palmarium shall have no liability whatsoever arising from or relating to any termination of these Terms of Service in accordance with this Section 13(b).
c) Suspension of Services. In addition to any other rights under these Terms of Service, Palmarium may, in its sole discretion, suspend Customer’s or any Authorized User’s access to or use of the Services, in whole or in part, immediately and without prior notice, if Palmarium determines that: (i) Customer has failed to pay any Fees or other amounts when due; (ii) Customer or any Authorized User has breached these Terms of Service or violated Applicable Law or regulation; (iii) Customer’s or any Authorized User’s use of the Services disrupts or poses a security, reputational, legal, or compliance risk to Palmarium, its systems, its other customers, or any third party; (iv) Customer or any Authorized User is using the Services for fraudulent, illegal, or unauthorized activities; (v) such suspension is necessary or advisable to comply with Applicable Law, regulation, governmental request, or court order; (vi) subject to Applicable Law, Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or become the subject of any bankruptcy, insolvency, reorganization, liquidation, dissolution, or similar proceeding; (vii) continued access may cause harm to the Services, Palmarium, or its other customers; or (viii) any third-party vendor or service provider on which Palmarium relies has suspended or terminated Palmarium’s access to its services or products.
Palmarium may maintain any such suspension until it determines, in its sole discretion, that the underlying issue has been resolved. Suspension shall not relieve Customer of its obligation to pay all applicable Fees and charges. Palmarium will use commercially reasonable efforts to provide notice of any suspension and, where appropriate, updates regarding restoration of access; provided, however, that Palmarium shall have no obligation to restore access and may, at its discretion, terminate these Terms of Service. Palmarium shall have no liability whatsoever for any damages, liabilities, losses (including loss of data, profits, or business opportunities), costs, or expenses that Customer or any Authorized User may incur as a result of any suspension or related termination.
d) Termination by Customer. Customer may terminate these Terms of Service at any time by cancelling its subscription through the Palmarium Platforms. Such termination shall be effective at the end of Customer’s then-current billing cycle, subject to Customer’s payment obligations as set forth in Section 6.
e) Effect of Termination. Upon termination of these Terms of Service for any reason: (i) all rights granted to Customer under these Terms of Service shall immediately cease; (ii) Customer shall immediately discontinue all use of the Services and Palmarium IP; (iii) Customer shall promptly delete, destroy, or return all copies of Palmarium IP, Confidential Information, and any related materials, and certify such deletion or destruction in writing upon Palmarium’s request; and (iv) all Fees and other payment obligations of Customer accrued prior to termination shall become immediately due and payable, with no refund or credit for any amounts paid.
Electronic Notices and Disclosures; Electronic Signature
a) Acceptance by Use. By registering for, accessing, or using the Services, Customer acknowledges and agrees that it is bound by these Terms of Service, including any Supplemental Terms, policies, or guidelines (including Palmarium’s Privacy Policy), each as amended or updated from time to time. Continued use of the Services after any such amendment or update constitutes Customer’s acceptance of the Agreement and all such Supplemental Terms, policies, and guidelines, as modified.
b) Changes to Terms. Palmarium may, at any time and in its sole discretion, modify or update these Terms of Service, the Privacy Policy, or any Supplemental Terms. When Palmarium determines, in its sole discretion, that changes are significant, Palmarium may provide notice to Customer in any manner Palmarium deems appropriate, including by email, by posting on the Palmarium website or platform, or by other electronic means. Customer’s continued use of the Services after any such notice or posting constitutes acceptance of the updated terms. Customer is responsible for regularly reviewing the Agreement, Privacy Policy, and Supplemental Terms to remain informed of any modifications.
c) Electronic Notices and Disclosures. As an online service, Palmarium provides communications, including receipts, confirmations, periodic notices, updates to agreements, and disclosures, in electronic form unless otherwise required by law. Palmarium will provide such communications by posting them on the Palmarium website or platform or by sending them to the email address associated with Customer’s account. Customer consents to receive such communications in electronic format, acknowledges that such electronic communications have the same meaning and effect as paper copies, and agrees that withdrawal of such consent will terminate Customer’s ability to use the Services.
d) Electronic Signature. By selecting the “I agree” box, clicking to accept, or typing its name as directed on any form or screen, Customer agrees that its electronic signature constitutes valid execution and acceptance of these Terms of Service and any related documents. Such electronic signature is the legal equivalent of a manual signature and shall be enforceable as such. No certification authority or third-party verification is required to validate the enforceability of any electronic signature under these Terms of Service.
e) Conclusive Records. Customer agrees that Palmarium’s records of any registration, click-through, acceptance, or other use of the Services, including logs, timestamps, and copies of notices sent by email or posted to the platform, shall be deemed conclusive evidence of Customer’s agreement to and acceptance of these Terms of Service, any Supplemental Terms, and any updates or modifications thereto.
Miscellaneous
a) Entire Agreement. These Terms of Service, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Service and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Service, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms of Service, excluding its Exhibits; (ii) second, the Exhibits to these Terms of Service as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
b) Force Majeure. In no event shall Palmarium be liable to Customer, or be deemed to have breached these Terms of Service, for any failure or delay in performing its obligations under these Terms of Service, if and to the extent such failure or delay is caused by any circumstances beyond Palmarium’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
c) Amendment and Modification; Waiver. We may modify these Terms of Service at any time by posting a revised version on the Palmarium Platforms or by otherwise communicating such amendments to you. Any modification to these Terms of Service will become effective upon posting or notice to you. You will be deemed to have accepted the modification if you continue to use the Services after the amended Agreement has been posted and a communication has been sent to you. We may, at any time and without liability, modify or discontinue all or part of the Services.
d) Severability. If any provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms of Service so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
e) Governing Law; Submission to Jurisdiction. These Terms of Service is 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 that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. You agree that any dispute regarding the interpretation or enforcement of these Terms of Service will be decided by confidential, final, and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (or, if appropriate, its Streamlined Rules). The arbitration shall be conducted before a single arbitrator in Miami Dade County, FL, United States of America. The filing fees and arbitrator’s fees and costs in such arbitration will be borne by the non-prevailing party. The parties will be entitled to reasonable discovery of essential matters as determined by the arbitrator. In the arbitration, the parties will be entitled to all remedies that would have been available if the matter were litigated in a court of law. Notwithstanding this, you agree that Palmarium will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
f) Assignment. You may not assign any rights or obligations under these Terms of Service, without our prior written consent. Any attempt to do so will be void and constitute a material breach of these Terms of Service. Palmarium may assign these Terms of Service without your consent upon reasonable notice to you.
g) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the Palmarium IP or any Customer Data outside the US.
h) US Government Rights. Each of the SaaS Documentation, and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services, and SaaS Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations hereunder, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
[1] Note: Please complete and confirm as necessary.
[2] Note: Please complete and confirm as necessary.
