Terms of Use

3.1 Registration

To access certain features of our Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated at all times. We reserve the right to suspend or terminate accounts that are compromised, inactive for an extended period, or used in violation of these Terms.

3.2 Credential Protection

You are responsible for maintaining the confidentiality and security of your login credentials. You may not share your credentials with unauthorized individuals. You agree to use commercially reasonable efforts to prevent unauthorized access to your account, including using strong passwords and enabling multi-factor authentication where available.

3.3 Notification of Unauthorized Access

You agree to notify us immediately at legal@palazzo.ai if you suspect unauthorized access, credential compromise, or any suspicious activity related to your account. We will work with you to secure your account and investigate the incident. We are not liable for any loss or damage arising from your failure to comply with this notification obligation.

3.4 Administrative Users

If your account includes multiple users under an organization or enterprise subscription, your designated administrator is responsible for managing user access rights, permissions, and roles within your organization. Administrators are accountable for ensuring that all users within their organization comply with these Terms. We reserve the right to suspend organization accounts where any user's conduct violates these Terms.

5.1 Permitted Uses

You may use our Services only for lawful commercial marketing purposes in compliance with these Terms and all applicable laws and regulations, including the CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), GDPR, CCPA/CPRA, Brazil's LGPD, India's DPDP Act, China's PIPL, and applicable advertising standards and codes.

5.2 Prohibited Uses

You agree not to use the Services to:

• Violate any applicable federal, state, local, or international law or regulation
• Send unsolicited commercial messages (spam) or engage in deceptive, misleading, or manipulative marketing practices
• Transmit, distribute, or store content that is unlawful, defamatory, obscene, fraudulent, or that infringes third-party rights
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Upload or transmit viruses, malware, ransomware, or any other malicious code
• Attempt to gain unauthorized access to our systems, other users' accounts, or any connected third-party systems
• Reverse engineer, decompile, disassemble, or derive source code from any component of our platform
• Use AI-generated content to deceive consumers, make false claims, or violate applicable advertising standards
• Process, upload, or use data about individuals without a valid legal basis, appropriate consents, and compliance with applicable data protection laws
• Target advertising to individuals based on sensitive personal attributes (e.g., health conditions, religion, political views, sexual orientation) without explicit consent and in compliance with applicable law
• Use the Services in any jurisdiction where doing so would violate applicable export control laws or US sanctions programs

5.3 Platform Integrity and Technical Restrictions

In addition to the above restrictions, you agree not to:

• Access or use the Services through automated means such as bots, scripts, scrapers, crawlers, or data mining tools without prior written consent from Palazzo
• Probe, scan, test, or breach the vulnerability of any system, network, or infrastructure related to the Services
• Interfere with or disrupt platform infrastructure, servers, or networks, or impose an unreasonable or disproportionate load on our systems
• Circumvent, disable, or otherwise interfere with access controls, authentication systems, rate limits, or security features
• Mirror, frame, scrape, or reproduce portions of the Services or their outputs without prior written authorization
• Use the Services in a manner that materially degrades performance or availability for other users

We reserve the right to investigate and take appropriate action against violations of this section, including immediate suspension of access, reporting to law enforcement, and pursuing all available legal remedies.

5.4 API Usage

If you access the Services through an API, you must comply with all API documentation, rate limits, authentication requirements, versioning requirements, and usage guidelines provided by Palazzo, as updated from time to time. You may not redistribute, resell, or sublicense API access without our prior written consent. We reserve the right to modify, throttle, suspend, or revoke API access at any time for misuse, abuse, excessive usage, or violation of these Terms, with or without prior notice in cases of emergency or security risk.

6.1 Palazzo's Intellectual Property

The Services, including all software, AI and machine learning models, algorithms, datasets, user interfaces, designs, logos, trademarks, and Palazzo-created content, are owned by or licensed to Palazzo and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws worldwide. These Terms do not grant you any right, title, or interest in Palazzo's intellectual property other than the limited license expressly set forth herein.

6.2 License to Use the Services

Subject to your compliance with these Terms and timely payment of applicable fees, Palazzo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business marketing purposes during the term of your subscription.

6.3 Your Content and Data

You retain all ownership rights to content, data, and materials you upload or create using the Services ("Your Content"). You grant Palazzo a worldwide, non-exclusive, royalty-free license to host, store, process, display, and use Your Content solely as necessary to provide and improve the Services. You represent and warrant that you own or have all necessary rights to Your Content and that it does not infringe any third-party rights or violate applicable law.

6.4 AI-Generated Content

Content generated by our AI tools based on your inputs and instructions is made available to you for your business use. You acknowledge that AI-generated content may not always be accurate, complete, original, or legally compliant, and you are solely responsible for reviewing, editing, approving, and taking legal responsibility for any AI-generated content before use. Palazzo does not warrant that AI-generated content is free from third-party intellectual property claims, and you should conduct appropriate clearance reviews before commercial use. In jurisdictions where AI-generated content may not qualify for copyright protection, you acknowledge this limitation.

6.5 Feedback

If you provide us with feedback, suggestions, bug reports, or ideas about our Services, you grant Palazzo a perpetual, irrevocable, worldwide, royalty-free license to use and exploit such feedback for any purpose, including improving our Services, without any obligation to compensate or credit you.

6.6 Public Website Content

11.1 Electronic Communications

By creating an account or using the Services, you consent to receive electronic communications from Palazzo, including service announcements, security notices, billing communications, product updates, and other transactional messages via email, in-app notifications, or other electronic means. These communications satisfy any legal requirement that such communications be in writing.

11.2 Marketing Communications

Where required by law, we will obtain your consent before sending marketing communications. You may opt out of marketing emails at any time by using the unsubscribe link included in our messages or by contacting legal@palazzo.ai. Opting out of marketing communications does not affect your receipt of transactional or service-related communications necessary for the operation of your account.

11.3 SMS and Mobile Communications

If you opt in to receive SMS or mobile notifications from Palazzo, you agree to receive recurring automated marketing and transactional text messages at the phone number you provide. Message and data rates may apply. Message frequency varies. You may opt out at any time by replying STOP to any message or by contacting us at legal@palazzo.ai. For help, reply HELP. Consent to receive SMS messages is not a condition of purchase or subscription to our Services.

11.4 Push Notifications

If you enable push notifications through your browser or device, you may receive alerts related to your account activity, campaign performance, or platform updates. You may disable push notifications at any time through your device or browser settings without affecting your account access.

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable DPA, order form, or enterprise agreement, constitute the entire agreement between you and Palazzo regarding the Services and supersede all prior negotiations, representations, agreements, and understandings.

17.2 Waiver and Severability

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision. If any provision is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Assignment

You may not assign, transfer, or sublicense your rights or obligations under these Terms without our prior written consent. Palazzo may freely assign its rights and obligations, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. These Terms bind and inure to the benefit of the parties' successors and permitted assigns.

17.4 Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' advance notice of material changes via email to your registered address and/or prominent notice on our website. For non-material changes, the updated Terms will be effective upon posting. Continued use of the Services after the effective date constitutes acceptance. If you do not agree to the changes, you must stop using the Services and may terminate your account.

17.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government actions, internet or utility failures, or cyberattacks, provided that the affected party gives prompt written notice and uses reasonable efforts to resume performance.

17.6 Export Controls

You agree to comply with all applicable US export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR), as well as all applicable economic sanctions administered by OFAC. You represent that you are not located in, or a national or resident of, any country subject to US embargo, and that you are not on any US government list of prohibited or restricted parties.

17.7 Beta Services and Early Access

From time to time, Palazzo may offer beta, preview, or early access features ("Beta Services"). Such features are provided for testing and evaluation purposes only, may be incomplete or contain errors, and are provided AS IS without warranty of any kind, express or implied. Palazzo may modify, suspend, or discontinue Beta Services at any time without notice or liability. Your use of Beta Services may require participation in feedback sessions or performance data collection to improve functionality. Confidential information about Beta Services must not be disclosed to third parties without our prior written consent.

17.8 Language

These Terms are drafted in English and English shall be the controlling language. Any translations provided are for convenience only and shall not be binding or affect the interpretation of these Terms.

18.1 Availability

We strive to maintain high availability of the Services and work to minimize unplanned downtime. However, we do not guarantee uninterrupted, error-free, or continuously available operation of the Services. Your access to the Services may be affected by factors outside our reasonable control, including internet connectivity, third-party service disruptions, or force majeure events.

18.2 Scheduled and Emergency Maintenance

We may perform scheduled or emergency maintenance that may temporarily limit or interrupt access to the Services. Where practicable, we will provide advance notice of scheduled maintenance windows via email or in-app notification. Emergency maintenance required to address security vulnerabilities, data integrity issues, or critical system failures may be performed without prior notice.

18.3 Service Modifications

We may modify, update, enhance, or discontinue features or functionality of the Services at any time. For material discontinuations, we will provide reasonable advance notice. Continued use of the Services following any modification constitutes your acceptance of the updated Services.