Palette Membership Terms & Conditions + Community Expectations

By becoming a member of Palette (“The Posey Company,” “Palette Upstairs,” “Palette Community,” “we,” “us,” or “our”) through www.palettecommunity.com or an agent of Palette, you (“Member,” “you,” or “your”) agree to be bound by and accept the following membership terms and conditions, including the Community Expectations (the “Membership Terms”) as well as Palette website Terms and Conditions and Privacy Policy, which are both incorporated herein by reference. These Membership Terms are subject to change in Palette’s sole discretion. We will provide notice to you (via posting a notice or sending you a notification) for any changes that would materially impact you. Your continuation as a member after such changes will be regarded as your acceptance of the amended Membership Terms. You may terminate your membership pursuant to Section 7 below if you do not agree to the amended Membership Terms. Your membership is expressly conditioned on your agreement to these Membership Terms.

1. Description of Services.

Palette will provide Member with certain services described below, as Palette may provide from time to time (collectively, the “Services”), located at 493 Broadway, Saratoga Springs, New York, 12866 (the “Premises”). Member agrees to use the Services and the Premises subject to the Membership Terms. The Services may include:

1. Access to office space and workstations and standard furnishings.
2. Access to and use of the shared Internet.
3. Use of printers, copiers, scanners, and other publicly available office equipment.
4. Access to on-demand technical and support services during Business Hours (as defined in s below).
5. Wellness amenities, including access to on-site shower, monthly spa service and lockers.
6. Access to member-only events and promotions and access to general and member-only content on the Palette website and mobile app.
7. Conference Room and Workspaces. You may use workspaces or conference room or other Services in certain of our Premises during such Premises’  Business Hours, all subject availability of such workspace or conference room. Use of our workspace and conference room in excess of selected paid membership package will be subject to the standard fees in such Services. Such fees are subject to change from time to time.
8. Mail – Subject to availability and applicable fees, you may elect to receive mail and packages at one of our Premises. If you have done so, we will accept mail and deliveries on your behalf during such Premises’ Business Hours. We have no obligation to store such mail or packages for more than thirty (30) days of our receipt or if we receive mail or packages after your membership is terminated by you or Palette. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages. We are not liable for any mail or packages received without a signature confirmation by Palette employees, and you agree that you shall not use this service for fraudulent or unlawful purposes or otherwise in violation of the Membership Terms.
9. Other services as Palette may offer from time to time.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER YOUR MEMBERSHIP, THE SERVICES PROVIDED BY PALETTE, YOUR USE OF THE PREMISES NOR THESE MEMBERSHIP TERMS SHALL IN ANY MANNER CONSTITUTE OR CREATE A LEASE, SUBLEASE, REAL ESTATE LICENSE, OR LANDLORD AND TENANT RELATIONSHIP BETWEEN YOU AND PALETTE.

2. Payment

If you purchase a Membership or any Product from the Site, the terms of sale provided in this section apply to you, as well as any other specific rules, usage restrictions, or procedures that we may provide to you in relation to your purchase (including your Membership Terms and Conditions).

You agree to provide your payment information at the time you purchase or renew your membership or order any Product on the Site. Our payment page is powered by third party payment service provider, Stripe. All payment will be submitted in USD. The information provided to Stripe is governed by Stripe’s respective Terms of Services and Privacy Policies located at ; https://stripe.com/legal. Palette is not responsible for the performance of Stripe. In the course of your use of the Services, the third party payment service providers may receive and implement updated credit card information from your credit card issuer in order to prevent your membership from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to third party payment service providers at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer. Our obligation to provide the Services only comes into being when we take receipt of your order. You agree not to hold us responsible for banking charges incurred due to payments on your account.

Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery; and (b) value added tax and any other tax or duty which (where applicable) must be added to the price payable. You agree to pay for taxes on your membership, and taxes, shipping or carriage of the Products as such costs are specified by us on the Site when you submit your order.

Purchase of a Membership must be for your personal use only. Transfer of Membership to other persons is prohibited.

By purchasing Products, you hereby agree not to resell or distribute such Products for any commercial purposes. All orders are subject to our acceptance or rejection based on Product availability. Noncompliance with these Terms or any other reason are determined in our sole discretion. For instance, if we have reason to believe that your order is not for personal use, we reserve the right to reject or cancel any order that you place.

Palette may change any fees we charge at any time by posting the changes on our website. We will take reasonable steps to notify you about changes that materially impact you. Any changes that do not materially impact you will be effective immediately upon posting.     

You must have a valid payment method on file with us and pay all fees and applicable taxes by each payment due date. If we are unable to charge your payment method or if your account is otherwise past due, we reserve the right to charge your other payment method(s) on file with us (if any), suspend or terminate your account, charge a late fee, or take other steps to rectify the situation.

3. Proration of Membership Fees.

Palette’s membership fees are NOT prorated and will begin and end on the day of commitment for monthly and annual memberships.

4. Day Coworking Drop-In Rate.

Under the terms of the Membership Terms, members who use the daily drop-in coworking space will pay Palette for a minimum of an 8 hour day of “use” based on the rate at the time of use. The member is responsible for payment of that full-time period in advance upon arrival. Access and departure of “use” are activated by a scan. Access is only valid during Business Hours (as defined below). Failure to pay will result in suspension of the member account and access.

5. Business Hours; Off-Hours Access.
6. Palette’s operating hours are generally from 8:00 am to 5:00 pm Eastern Standard Time, Monday to Friday, except for local bank or government holidays (“Business Hours”). Palette also reserves the right to (i) cancel Business Hours up to three other days per year and (ii) close any of the Premises in the event of inclement weather or other unforeseen circumstances beyond Palette’s control. We will use commercially reasonable efforts to inform you should any of the above event occurs.
7. Depending on your level of membership, your membership may include access to the Premises outside of Business Hours, controlled by Palette through the use of an electronic card key system. Palette shall not be liable for damages in the event that you are unable to access the Premises at any time, for any reason.
8. Non-members and guests are not permitted on the Premises outside of Business Hours without advance registration and notification to Palette staff. If you bring non-members or guests on the Premises during non-Business Hours, you will be automatically subject to the then-current event fees. Event fees can be shared with you upon request to [email protected]
9. Security.

You may be required to present a valid, government-issued photo identification in order to gain access to our Premises. For security purposes, we may regularly record via video certain areas of our Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy and ensure their compliance with this policy.

7. Term; Termination.
8. Term. Unless you and Palette have agreed to a different term, your membership is annual or month-to-month and shall continue until terminated in accordance with these Membership Terms.

Upon request by Palette or termination, you agree to immediately remove any and all of your personal property from the Premises. Palette reserves the right to dispose of, sell, use or keep any personal property that you leave at the Premises after such request or termination of your membership.

1. Termination by Member. If you have a month-to-month membership, you may terminate your membership by providing written notice to Palette at [email protected] thirty (30) days preceding the date you wish to terminate your membership. Palette will process termination requests on the 1st of each calendar month, and any termination pursuant to this section shall be effective on the first calendar day of the following calendar month. For example, if you wish to terminate your membership on February 1st, you will need to provide written notice to Palette on or before January 1st. If you provide notice after January 1st, then your termination requests will be processed on February 1st and your membership will terminate on March 1st. Palette will not prorate or refund any amounts paid prior to termination.

All membership downgrade or hold requests are considered termination requests for your existing memberships and are subject to the same notice requirements as set forth above.

If you signed up for a membership using a promotional code or if you otherwise agreed to a non-month-to-month membership, you are bound to the length of the term you agreed to. Should you cancel your membership prior to the end of the agreed-upon term, you will still be financially responsible for the length of the agreed-upon term at the full amount.

1. Termination by Palette. We may suspend provision of the Services, your access or use of the Premises, or terminate your membership, for any reason or no reason, at any time, including, without limitation: (i) upon your breach of any of the Membership Terms; (ii) if your membership fee is not paid by the 5th of each calendar month or if any other fees remain outstanding after we provide notice to you; (iii) upon your failure to comply with any of the Membership Terms (including the Community Expectations) or with any other policies or instructions provided by us; (iv) upon our receipt of three or more complaints from Palette staff members or other members; or (iv) upon termination, expiration or any material loss of our rights to the Premises.
2. No Unlawful or Prohibited Use.

You shall not use the Services or the Premises for any purpose that is unlawful or prohibited by these Membership Terms or any other notice or communication from Palette. As a condition of your membership, you will not:

1. Use the Services or Premises in connection with surveys, contests, pyramid schemes, chain letters, junk email, phishing, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information;
4. Upload, or otherwise make available, files that contain images, photographs, software or other materials protected by intellectual property laws, including, by way of example, and not as a limitation, copyright or trademark laws, or laws protecting rights of privacy or publicity, unless you own or control the rights thereto or have received all necessary consent to do the same;
5. Use any material or information, including images or photographs, in any manner that infringes any copyright, trademark, patent, trade secret, or any other proprietary right of any party;
6. Upload files that contain viruses, Trojan Horses, worms, time bombs, corrupted files, or any other similar software or programs or use the Services or Premises in any manner that may damage, disable, overburden or impair the operation of the servers and computer systems of Palette and others;
7. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
8. Restrict, inhibit, or interfere with any other person from using and enjoying the Services or Premises;
9. Violate any code of conduct or other guidelines which may be applicable for any particular Service(s) or Premise(s);
10. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
11. Attempt to gain unauthorized access to any Services, or accounts, computer systems or networks through hacking, password mining, or any other means;
12. Create a false identity or misrepresent oneself to others, either in person or online;
13. Obstruct any entranceway, create any circumstances of disrepair or damage any third-party property or the Premises;
14. Bring any pets onto the Premises, unless you have a specific need for visual assistance or other medical assistance;
15. Use cellular phones or other communication devices in a manner that is disruptive to others;
16. Perform any activity that is reasonably likely to be disruptive, dangerous, or generally regarded as offensive to others;
17. Violate any applicable laws or regulations;
18. Install any networking or communication equipment without pre-authorization from Palette, who reserves the right to decline the installation of any equipment for any reason; or
19. Otherwise violate the Membership Terms (including any of the Community Expectations).
20. Member Representations and Warranties.

You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the Membership Terms (including all Community Expectations) and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services or Premises will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.

10. Disclosures.

Palette reserves the right at all times to disclose any information about you and/or your participation in and use of the Services or Premises as Palette deems necessary to satisfy any applicable contract, law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, in Palette’s sole discretion.

11. Name and Likeness License.

Further, you grant Palette and its successors and assigns a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable and fully sub licensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any element of your name, image, likeness, voice, identity, trademark and/or logo to identify you as a Member of Palette, and any goodwill appurtenant thereto, including any common law or statutory rights in the foregoing and any rights of publicity, photographic portraits, pictures, video recordings and audio recordings of you, throughout the world in any media on or in connection with our website, mobile app, and for any purpose in connection with Palette and the promotion of its business.

12. Confidentiality.
13. You acknowledge and agree that during your participation in and use of the Services and the Premises you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Palette or any participant or user of the Services or Premises, or any employee, affiliate, or agent thereof that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Palette, any analyses, compilations, studies or other documents prepared by Palette or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.
14. Your participation in and/or use of the Services and Premises obligates you to:
15. maintain all Confidential Information in strict confidence; ii. not to disclose Confidential Information to any third parties; and iii. not to use Confidential Information in any way directly or indirectly detrimental to Palette or any participant or user of the Services or Premises.
16. All Confidential Information remains the sole and exclusive property of Palette or the respective disclosing party. You acknowledge and agree that nothing in these Membership Terms or Community Expectations, or your participation or use of the Services or Premises, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Palette or any participant or user of the Services or Premises.
17. Participation in or Use of Services and Premises.

You acknowledge that you are participating in or using the Services and Premises of your own free will and decision and at your sole risk. Pursuant to these Membership Terms, you acknowledge that Palette does not have any liability with respect to your access, participation in, use of the Services or Premises, or any damage, theft, or loss of property or information or any personal injury or death resulting from such participation or use. You further understand and will inform your guests that (i) they access or use the Services and Premises at their sole risk and (ii) Palette does not have any liability with respect to your guests’ access and use of the Services or Premises, or any damage, theft, or loss of property or information or any personal injury or death resulting from their access and use of the Services or Premises.

14. Disclaimer of Warranties.

PALETTE PROVIDES THE SERVICES AND PREMISES EACH “AS IS” AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PALETTE HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES AND THE PREMISES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF OR IN CONNECTION WITH YOUR AND YOUR GUESTS’ PARTICIPATION IN, OR THE USE OF, THE SERVICES AND PREMISES, REMAINS SOLELY WITH YOU AND YOUR GUESTS.

15. Exclusion of Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PALETTE OR ITS AFFILIATES, DIVISIONS, THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS (“PALETTE PARTIES”), JOINTLY OR INDIVIDUALLY, BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, INJURY TO PERSON OR PROPERTY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR OR YOUR GUESTS’ PARTICIPATION IN OR USE OF, OR INABILITY TO PARTICIPATE IN OR USE OF, THE SERVICES OR PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE ANY SERVICES OR ACCESS TO THE PREMISES BY US, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE MEMBERSHIP TERMS OR YOUR MEMBERSHIP, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY), AND EVEN IF PALETTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Limitation of Liability and Remedies.

NOTWITHSTANDING ANY DAMAGES THAT YOU OR YOUR GUESTS MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE AGGREGATE LIABILITY OF PALETTE PARTIES, UNDER ANY PROVISION OF THESE MEMBERSHIP TERMS, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU OR YOUR GUESTS BASED ON REASONABLE RELIANCE UP TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 14 AND 15 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

17. Non-Disparagement.

You shall, during and after your membership, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Palette, or any of Palette’S officers, directors, employees, personnel, agents, policies, services or products, other than to comply with the law.

18. Indemnification.

You hereby agree to indemnify, defend and hold harmless Palette Parties, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ fees), judgments, fines and penalties based upon or arising out of your or your guests’ violation of the Membership Terms, negligent actions, errors and omissions, willful misconduct and/or fraud in connection with your or your guests’ participation in or use of the Services or Premises. You further agree that in the event that you or any of your guests bring a claim or lawsuit, you shall be liable for any attorneys’ fees and costs incurred by each of Palette Parties in connection with the defense of such claim or lawsuit.

19. Insurance.

Members are not required to carry insurance. However, Member is strongly encouraged to carry sufficient insurance to cover its equipment and personal property while using the Services and Premises.

20. Additional General Terms.

By accepting the Membership Terms, you furthermore agree to the following additional general terms and conditions of your membership:

1. You shall not place anything, or allow anything to be placed, in the common areas, in any or near the glass or any window, door, partition or wall which may in Palette’s judgment, appear unsightly from the common areas or from the outside of the building in which any of the Premises is situated (each, a “Building”).
2. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed or used for any purpose other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, elevators, stairways, balconies, fire escapes, and roof are not for the use of the general public and Palette shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Palette, reasonably exercised, shall be prejudicial to the safety, character, reputation, and interests of the Building. Neither you nor any of your employees or guests shall go upon the roof of the Building.
3. The toilet rooms, urinals, wash bowls, showers, and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. To the extent caused by you or your employees or guests, you shall bear the expense of repairing or replacing any breakage, stoppage or damage resulting from the violation of these Membership Terms.
4. You shall preserve the good order and cleanliness of the Premises and shall bear the expense of any special or extra janitorial labor or services necessitated by reason of your or your guests’ breach of these Membership Terms.
5. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for lodging (the use of a coffee maker, microwave, or electric tea kettle are, however, permitted uses).
6. You shall not bring upon, use or keep in the Premises or the Building, any flammable, combustible, or hazardous fluid or material, or use any method of heating or air conditioning other than as may be supplied by Palette.
7. Palette shall have sole power to direct electricians to where and how telephone and other wires are to be introduced. No boring or cutting of wires is to be allowed without the prior written consent of Palette. The locations of telephones, call boxes and other office equipment affixed to the Premises are determined by Palette, in its sole discretion.
8. Upon the termination of the Services, you shall deliver to Palette all keys and passes for offices, rooms, and toilet rooms which shall have been furnished to you. If your keys are not returned within 5 days upon termination, Palette will charge your card on file $25 or the then current rate set by Palette for each key that is not returned. In the event of the loss of any keys so furnished, you shall pay Palette therefore at the then current rate set by Palette. You shall not make, or cause to be made, any such keys, you shall order all such keys solely from Palette and you shall pay Palette for any additional such keys over and above the set(s) of keys originally furnished by Palette.
9. You shall not install any covering, make any alterations or affix anything to the walls, ceiling or floor of the Premises in any manner except as approved in writing by Palette. Any alterations approved by Palette must be removed and returned to original condition upon termination of the Services.
10. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevator or stair-ways, except between such hours and in such elevator and stair-ways as shall be designated by Palette.
11. You shall cause all doors to the Premises to be closed and securely locked before leaving the Building.
12. Without the prior written consent of Palette, you shall not use the name of the Building or any picture of the Building or the Premises, or Palette’s name or logo, in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business.
13. You shall cooperate fully with Palette to assure the most effective operation of the Premises’ or the Building’s heat and air conditioning and shall refrain from attempting to adjust any controls.
14. Except for Palette’s gross negligence, you assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.
15. You shall not advertise, sell or cause to be sold any items or services at retail in or from the Premises, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises without the prior written consent of Palette.
16. You shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. You shall not allow any vending machines on the Premises without Palette’s prior written consent.
17. You shall not change locks or install other locks on doors without the prior written consent of Palette.
18. You shall give prompt notice to Palette of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
19. You shall comply with any of Palette policies and any specific Building or business park requirements.
20. Any member that does not check in using the wifi system will be automatically checked in by a member of Palette staff.
21. Palette will not be liable for any damage or theft caused to any motor vehicle, or contents thereof, while visiting or using the services at Palette.
22. Parking availability is subject to street parking. At Premises where parking is available, parking fees may apply and are subject to change in Palette’s sole discretion.
23. Palette reserves the right to tow any vehicle in violation.  
24. 24-hour access is included in the price of a Founding Membership.
25. 24-hour access is for business use only.  No overnight residency nor making any portion of the Premise a personal living space is allowed.
26. Palette reserves the right to rearrange the furniture, fixtures, desks or floor plans of the Premises at any time.
27. Internet Policy; No Privacy.
28. Wireless access to the Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. Palette is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attacks.
29. Unless otherwise set forth by Palette in writing, you are receiving a single user account solely for your use of the Services through one unit per login session. You agree not to resell any aspect of the Services, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Services simultaneously through multiple units or to authorize any other individual or entity to use the Services. You agree that sharing the Services with another party breaches the Membership Terms and may constitute fraud or theft, for which Palette reserves all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, login name, or password that you use on our network. Palette may change your address, login name or password at any time. Palette will assign you an IP address each time you access the Services, and it will vary. You may not assign or share your login name, password or IP address to or with any other person.
30. You have no expectation of privacy or security, including without limitation with respect to Palette’s Internet connection, networks, telecommunications or information processing systems, offices, lockers or other storage areas. Your activity, belongings, any files or messages on or using any systems may be monitored or inspected at any time without notice, including for security reasons and to ensure compliance with these Membership Terms, including the Community Expectations and other policies, regardless of whether such activity occurs on equipment owned by you or Palette. For the avoidance of doubt, Palette and its agents may enter any locked offices, lockers or storage areas at any time and without prior notice, for any reason or no reason.
31. You agree not to use the Services, our network or any related network, website and mobile app for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, members, facilities, or to any person. If Palette suspects violations of any of the above, we will investigate and may institute legal action, immediately deactivate the Services to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with us in investigating suspected violations.
32. Miscellaneous.
33. Entire Agreement. The Membership Plan as specified in your member account, the Membership Terms (including the Community Expectations), and Palette website Terms and Conditions and Privacy Policy constitute the entire agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
34. Severability. In the event that any provision or any portion of these Membership Terms is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of these Membership Terms shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
35. Waivers. No waiver shall be binding on Palette unless executed in writing by an authorized representative of Palette. These Membership Terms may NOT be altered, supplemented, or amended by your use of the Services and Premises, or any course of dealing.
36. Successors and Assigns. These Membership Terms shall be binding on your heirs, legal representative, successors and assigns.
37. No Assignment. In no event may you assign in whole or in part these Membership Terms, your membership or use of the Services or Premises, without the advance written consent of Palette.
38. Notice. All notices, requests, demands or other communications for which these Membership Terms provide shall be in writing and shall be addressed at the following addresses or such other address as any party may designate in writing:

If to Palette:

Palette 493 Broadway, Saratoga Springs, New York 12866. ATTN: Catherine Hover, CEO

If to you:

At the address set forth on your monthly invoice.

All notices under these Membership Terms shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.

1. Attorneys’ Fees. If Palette shall bring any action for any relief against you arising out of these Membership Terms, the losing party shall pay to the prevailing party a reasonable sum for attorneys’ fees and costs incurred in bringing such suit and/or enforcing any judgment granted herein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
2. Governing Law. The rights and obligations of the parties hereunder shall be governed by, and these Membership Terms shall be construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws principles. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the state and federal courts located in Saratoga County, New York, and agree that any suit, action or proceeding arising out of these Membership Terms shall be filed only in such courts. In addition, we each waive any right to a jury trial.

PALETTE Community Expectations

1. Palette and you.
2. The single biggest benefit of Palette membership is access to your fellow members. We absolutely encourage Palette members to make connections, collaborate on projects, share ideas, provide advice, and generally make things happen. Except where prohibited under the Membership Terms, we encourage Palette members to buy/sell goods and services from each other in a location or forum designated by Palette or to present their goods and services to others when invited to do so a Palette event. But members may NOT spend their days directly soliciting other members. It’s just annoying and will probably result in cancellation of your membership.
3. We expect members to keep our space clean. Please put your dishes away. Please put your guests’ dishes away.
4. The friendly Palette staff reserves the right to throw any perishables away, including breakthrough science experiments.
5. Palette and your guests
6. Every person using Palette Premises and Services must be a paid member, a guest of a paid member, or a non-member who has purchased a day pass. All guests are subject to the Membership Terms, including, without limitation, the guidelines in this paragraph. Non-members can use Palette during Business Hours (as defined in the Membership Terms) (a) one time per month in our common areas, (b) for the duration of a conference room/meeting room reservation made by a guest, if the guest is meeting Palette member for a business-related meeting, or (c) if the non-members have purchased a day pass or hourly access. If a non-member or guest would like to use the common areas for more than the time allotted in this section, Palette is delighted to assist in the purchase of the best membership plan or day pass. Should a guest or guests remain on the Premises for a period longer than the time allotted in this section, Palette reserves the right in its sole discretion to assess a day pass fee to such guest(s) or the member hosting the guest(s).
7. Members are responsible for ensuring their guests’ compliance with the Membership Terms and are fully responsible for the conduct of their guests.
8. In order for us to maintain a safe and secure environment, we track who is coming into our spaces each day. All guests who aren’t members will be asked to sign in at the front desk upon arrival and provide contact information (including an email address).
9. Palette members must be present while their guests are onsite. For security reasons, we don’t allow guests to enter our space without approval from a member and acknowledgment that they’ll be onsite while the guest is there.
10. As stated in the Membership Terms, non-members and guests are not permitted on the Premises outside of Business Hours without advance registration and notification to Palette staff. If you bring non-members or guests on the Premises during non-Business Hours, you will be automatically subject to then-current hourly event fees.
11. Palette security passes are NOT transferable. You are not authorized to “give” or “loan” your digital security pass to anyone else for any reason. Palette may cancel your membership if we discover that you have violated this rule, and we may also charge your account with then-current event fees and/or day pass fees.
12. Usage of Palette’s Space
13. Access to conference room and space is one of the great benefits of Palette membership. Here’s some stuff regarding the conference room:

(i) If you want to use a conference room, you must reserve it. Please, no conference room usage without reservations. Should you use a conference room without reservation, Palette reserves the right to assess a charge to your account.

(ii) Conference rooms are for meetings with customers, teammates, and clients ONLY during Business Hours (unless you have added 24/7 access to your membership). If you want to hold an event at Palette, please talk to the friendly Palette staff to point you in the right direction for discussing scheduling, guest policy, insurance requirements, and fees.

(iii) Conference rooms may only be booked during Business Hours unless you have 24/7 access. All bookings can be managed within your account in Optix.

(iv) You may not resell or donate your conference room time to non-members or to outside groups.

(v) Please clean up after using a conference room. If you rearrange the furniture in the conference room, we expect that you will return it to the original set-up when you’re finished. Please erase the white boards, too!

(vi) Other common areas are shared workspaces. Here’s how we can all happily and productively share these spaces together:

▪ Please make phone calls in phone booths, breeze way or outside. Speaker phones are never allowed in Palette common areas.

▪ Please occupy only one spot at a time in the common area. Taking up multiple spots limits the space available to your fellow members.

(vii) Palette is a 24/7 business facility for members. You don’t have to go home, but you can’t live here. We expect members to be mindful of security at all times.

(viii) Finally, we have a great staff at Palette, if we don’t say so ourselves. Our job is to manage this fantastically innovative community. Got questions, ideas, or suggestions? Or just want to chat about your latest scheme to save the world? Reach out! 

I agree with these Community Expectations. Most importantly, I agree to take pride and ownership in our Palette Community!