Pallas: Invest on the Future of Truth

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Terms of Use
(Alpha version - April 2023)

Legal notice

The platform Pallas is edited by Pallas SAS, a French simplified joint stock company registered with the trade and companies register of Toulouse under number 918 621 699, with registered offices located 28 rue de la Pomme, 31000 Toulouse, France. The director of publication is Lucas Langlois. Contact : lucas.langlois@getpallas.io

Definitions

Where drafted in upper case, whether written in singular or plural, the following definitions are applicable to the entire T&Cs.

Platform: refers to getpallas.io, including all its subdomains.
Pallas: refers to Pallas SAS, as identified in the legal notice.
Allowed User: refers to the persons selected by Pallas to test the Platform.

Purpose and scope

1. Pallas makes certain services, features or functionality available to a limited number of preselected Allowed Users to test and evaluate a beta or pilot version of the Platform (the “Beta Services”). Allowed Users may choose whether or not to try such Beta Services at their sole discretion.

2. By accepting these terms Allowed Users represent and warrant that they are an Authorized User under these terms or any other written agreement with Pallas governing the provision and use of the Beta Services.

3. Allowed Users acknowledge and agree that Pallas reserves the right to discontinue making a Beta Service available to a Allowed User at any time and that Pallas may never offer it as a definitive service.

Acceptance and amendment

3.1. Acceptance

4. In order to be able to use the Platform, Allowed Users agree to fully and unconditionally accept these T&Cs by ticking the relevant case on the Platform. The T&Cs are accessible at any time on the Platform and Allowed Users should read these T&Cs carefully before accepting them.

3.2. Amendment of the T&Cs and evolution of the Platform

5. In order to improve their features and quality, Pallas may regularly modify the Platform and the Services. In particular, Pallas may add, remove or replace certain functions at any time.

6. Therefore, Pallas may modify the T&Cs from time to time if the changes are important. Allowed Users will be informed of changes fifteen (15) days before the new version comes into force.

7. During this period, Allowed Users may terminate the T&Cs by any means provided that they complete any commitment to which they have already agreed.

Access to the Platform

8. In order to use the Platform:

Allowed Users must be at least 13 years old;
If under 18 years old and not emancipated, Allowed Users must have obtained a parent or legal guardian authorisation and supervision;
Allowed Users must have the capacity to enter into an agreement with Pallas and as the case may be, with other Allowed Users, in accordance with the laws of the country in which they are located;
Allowed Users must not be prohibited from accessing the Platform under applicable laws;
Pallas must not have previously prohibited the User from accessing the Platform for violation of law or the T&Cs.

Financial terms

9. The Beta Services imply the purchase and sale of products listed on the Platform.

10. Payments to Pallas may be made using a credit card or wire transfer. When selling the product, Allowed Users will be reimbursed on the same means of payment used for the purchase.

11. In consideration of the Beta Services, Allowed Users may pay fees to Pallas, which will be withheld on the product’s sale proceeds. The amount of such fees, if applicable, will be displayed on the Platform.

Commitments

6.1. Pallas’s commitments

12. Pallas undertakes to perform its obligations with the care normally expected from a professional in his field and to comply with the professional customs in force.

13. Pallas will make its best efforts to make the Platform available to the Allowed Users and ensure its accessibility and proper operation. Pallas undertakes to ensure that the Platform is accessible 24/7, except in the event of (i) force majeure or unforeseeable and unavoidable behavior on the part of a third party or (ii) potential breakdowns, maintenance interventions and updates required for the proper operation of the Platform.

14. Pallas can only be held to an obligation of best endeavor for the operation of the Platform. Access to the Platform and use of the Platform is at the User's own risk, and the Platform is provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, except as otherwise provided by law.

15. To the fullest extent permitted by law, Pallas does not represent or warrant that (i) access to or use of the Platform will be uninterrupted, timely, or error-free; (ii) data provided on the Platform will always be accurate.

16. In particular, unless otherwise provided by law or regulation, Pallas shall not be held liable for:

breakdowns or malfunctions of the Platform lasting less than 48 hours or that are not the responsibility of Pallas;
an unusual or illegal use of the Platform by a third party or a User;
a malfunction or cyberattack;
the harmful consequences of the suspension or termination of the Platform by the Company, due to a change in the applicable legislation;
any case of force majeure within the meaning of Article 1218 of the French Civil Code.

6.2. User’s commitments

6.2.1. Use of the Platform

17. Allowed Users agree and guarantee:

to pay the agreed price for the products and the Services;
to comply with the laws and regulations in force in the country in which they are located;
to refrain from all kind of fraudulent activities;
that they are of legal age or have obtained a legal representative authorisation and supervision and have the capacity to enter into an agreement with Pallas and as the case may be with other Allowed Users, in accordance with the laws of the country in which they are located;
to provide information that is truthful, accurate and free from error when interacting in and with the Platform, to keep this information up-to-date throughout their time using the Platform;
to use the Platform in accordance with its intended purpose and objective.

18. Allowed Users understand and accept that the following acts are strictly prohibited:

any behavior that disrupts, suspends, slows or prevents the continuity of the Platform;
any intrusion or attempted intrusion into Pallas's information systems or infringement of the security and authentication measures;
any act infringing Pallas's rights and financial interests, whether commercial or legal;
any copying and/or misappropriation of the Platform and more generally any misuse of the Platform;
any infringement of Pallas’s intellectual property rights.

6.2.2. Confidentiality

19. Allowed Users agree that that any associated functionality or product information, features or functions of the Platform and Beta Services that are disclosed to the Allowed User by Pallas and are not publicly available, including, without limitation, (i) non-public or pre-requisite tools, products, environments or APIs that are not public or pre-release, and any associated documentation and any or all of the data or information contained therein, (ii) the User's participation in the Beta Services, and (iii) information about Pallas’ or its Affiliates’ existing or contemplated products, services, business and development practices, marketing techniques and plans, pricing policies, sales data, financial information, marketing and sales processes, (collectively, the "Confidential Information"), are confidential, whether or not labeled or identified in writing as “confidential”.

20. All Confidential Information is provided “as is”, without warranty of any kind, including the accuracy or completeness of such information. Pallas has no liability towards the Allowed User relating to any mistakes, error or inaccuracy of the Confidential Information disclosed.

21. Allowed Users agree to (i) maintain the confidentiality of the Confidential Information using at least a reasonable standard of care; (ii) not disclose the Confidential Information to any third party without the express, prior written consent of Pallas; (iv) use the Confidential Information solely as necessary and appropriate for the purpose of theses T&Cs; (v) notify Pallas as soon as reasonably practicable upon discovering any unauthorized disclosure or loss of any Confidential Information.

22. Without prejudice to any other remedies that Pallas may have under this Agreement or at law, in the event of a breach of his undertaking not to disclose the Confidential Information, the Allowed User would automatically be liable to pay to Pallas a minimum compensation equal to € 123 456. This penalty may be applied even after the termination of the T&Cs.

Liability

7.1. Pallas liability

23. Pallas may only be obliged to the reparation of direct damages caused by a breach related to the provision of the Platform. Pallas will not be held liable for any other damages and losses suffered by the User, in particular indirect damages (including but not limited to, earning or profit losses, commercial damages, the consequences of complaints, actions, claims of third parties against the User) even where Pallas has been informed of their occurrence.

24. Unless otherwise provided by law, where Pallas’s liability may be established by Allowed Users, for any reason and under any legal ground held or invoked, for all types of damages combined or cumulated, Pallas’s liability will expressly be limited and will not, in any event, exceed 75% of the total amount paid by the Allowed User to Pallas.

25. For residents of the European Union, consumer rules may contain more favorable provisions, in which case such provisions will apply.

7.2. Allowed User liability

26. The Allowed User guarantees Pallas against any complaints, claims, actions and/or demands that Pallas may suffer as a result of the User's breach of his/her obligations under these T&Cs. The Allowed User undertakes to indemnify Pallas for any damage suffered as a result of such a breach.

Duration, suspension and termination

8.1. Duration

27. The T&Cs are entered into for an indefinite term. The T&Cs shall stay in force as long as the Allowed User accesses and uses the Platform.

8.2. Suspension

28. If an Allowed User breaches the T&Cs, Pallas may temporarily and without prior notice suspend access to the Platform.

29. After an investigation period during which Pallas shall verify the truth of the alleged violations, access to the Platform may be restored, or the T&Cs may be terminated in accordance with the terms below.

30. Pallas may also suspend or terminate the T&Cs, without motive, by giving the Allowed Users a reasonable notice.

8.3. Termination

31. Allowed Users may terminate these T&Cs at any time by sending an email to the following email address: contact@getpallas.io. After doing so, Allowed Users shall not use the Platform, unless they accept the T&Cs again.

32. In the event of (i) a change in the applicable regulations affecting the capacity of Pallas or its employees to operate the Platform, or (ii) Pallas’ decision not to continue the provision of the Beta Services after the testing period, the T&Cs will automatically be terminated.

33. Without prejudice to any other action, Pallas may terminate these T&Cs and block the User’s access to the Platform in case of material breach of these T&Cs and in particular in case of a breach of the sections entitled “Commitments” and “Intellectual Property” and “Confidentiality”.

34. Termination of the T&Cs shall not result, in any event, in any compensation from Pallas to a User.

Hyperlinks

35. The Platform may contain links or content redirecting to third-party websites or resources, which may be subject to different policies. Pallas is not responsible for the content available through such links.

Intellectual property

36. The Platform, all its functionalities and more broadly any content generated by Pallas are Pallas's sole intellectual property and are protected by all intellectual property rights in force.

37. Any use, reproduction or representation in any form of the Platform or any of Pallas’s content without express written permission is strictly prohibited.

Miscellaneous

11.1. Nullity

38. If any provision of the T&Cs is held invalid or void by a modification of legislation, regulation or by a court decision, the rest of the T&Cs will not be affected.

11.2. Assignment

39. Allowed Users may not assign or transfer the T&Cs to a third party without the prior written consent of Pallas.

40. In the event of (i) a merger by formation of a new company, contribution, partial contribution of assets, merger by acquisition, asset spin-off, or any other operation entailing a universal transfer of Pallas’s assets or (ii) any operation entailing a direct or indirect change of control affecting Pallas, the contractual relations will persist without it being necessary to inform or obtain the consent of the Allowed Users.

Disputes

12.1. Notifications and claims

41. Any dispute in relation to the use of the Platform shall be submitted to Pallas by sending an email to contact@getpallas.io.

12.2. European Union Commission’s mediation service

42. In compliance with article L.616-2 of the French Consumer Code, Allowed Users having the status of consumers are informed that they may use the EU Commission’s mediation service, which has the purpose of collecting claims from EU consumers and transmitting their cases to national mediators.

43. This service may be accessed through the following link: ec.europa.eu/consumers/odr/.

12.3. Governing Law and Jurisdiction

44. The T&Cs are governed by and interpreted according to French laws, except French conflict-of-law rules. For residents of the European Union, consumer rules may contain more favorable provisions, in which case such provisions will apply.

45. Unless otherwise provided by the law, any conflict or dispute related to the validity, the interpretation, performance, and/or termination of the T&Cs must be submitted to the exclusive jurisdiction of the Paris courts.

46. Non-professional EU residents may submit any dispute related to the T&Cs in the jurisdiction where they were living at the moment of the acceptance of the T&Cs or in the jurisdiction where the damage occurred.