Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) are a binding agreement between FastSail Technologies LLC, a Michigan limited liability company doing business as Palate (“Palate,” “we,” “us”), and the business entity agreeing to these Terms (“Customer,” “Restaurant,” “you”). By creating an account, starting a free trial, signing an Order Form, or using the Palate platform (the “Service”), you agree to these Terms.

If you are accepting on behalf of a business, you represent that you have authority to bind that business.

Essentials and Plus plans are accepted online when you create an account or start a trial. Enterprise plans are accepted by signing an Order Form, which prevails over these Terms where the two conflict.

2. Definitions

• Service: the Palate restaurant management platform, including the Admin web application, Point of Sale (POS), Kitchen Display System (KDS), Employee application, the guest-facing ordering and reservation experience, and related features.
• Customer Data: all data the Customer or its End Users submit to or generate through the Service, including guest data, employee data, menu data, and transaction records.
• End Users: the Customer’s staff and employees, and the Customer’s guests, who interact with the Service.
• Subscription: the paid plan under which Customer accesses the Service.
• Order Form: the ordering document (online or signed) specifying the plan, fees, and term.
• Location: one physical restaurant address. Fees are charged per Location.

3. The Service

3.1 Provision

Palate will make the Service available to Customer per these Terms and the applicable Order Form. Palate may update, improve, or modify features over time. Palate will not materially reduce the core functionality of a plan during a paid term without notice and the opportunity to terminate under Section 6.2.

3.2 Account registration

Customer must provide accurate registration information and keep it current. Customer is responsible for safeguarding account credentials and for all activity under its account. Palate provides authentication safeguards, including optional multi-factor authentication for owner and manager accounts and PIN-based access with manager overrides for staff.

3.3 Acceptable use

Customer’s use is subject to the Acceptable Use Policy (“AUP”) at https://palate.pro/acceptable-use-policy, incorporated by reference. Violation of the AUP is a material breach.

3.4 Connectivity

The Service requires a working internet connection. Some functions — including clock-ins, cash-drawer actions, order notes, and end-of-day steps — queue locally and sync when connectivity returns. Sending orders to the kitchen and accepting card payments require connectivity. Customer is responsible for its own network.

3.5 Hardware

Palate does not sell, lease, or finance hardware. Customer purchases compatible hardware directly from third parties and owns it outright. Palate is not responsible for third-party hardware, and hardware manufacturers’ warranties run to Customer, not through Palate.

4. Fees and Payment

4.1 Subscription fees

Fees are charged per Location at the plan rates published at https://palate.pro/pricing, or at the rates stated on the Order Form. As of the effective date of these Terms, the published rates are:

Palate may change published rates on 30 days’ notice. A rate change takes effect at the start of Customer’s next billing period and does not apply to the remainder of a prepaid annual term.

4.2 Free trial

Essentials and Plus include a 14-day free trial. A payment method is required to start a trial. The paid plan begins automatically when the trial ends unless Customer cancels before then. Customer is not charged if it cancels during the trial.

4.3 Billing

Monthly plans are billed in advance each month. Annual plans are billed in advance for the twelve-month term. Fees are charged to the payment method on file.

4.4 Card processing fees are separate

Card processing is provided by Stripe and billed separately from the Subscription. Processing rates depend on plan and are published at https://palate.pro/pricing. Customer agrees to Stripe’s Connected Account Agreement as a condition of using payment features. Card sales settle directly to Customer’s own bank account on Stripe’s payout schedule. Palate does not take custody of Customer’s funds and does not store full payment card numbers.

4.5 Taxes

Fees are exclusive of taxes. Customer is responsible for applicable sales, use, and similar taxes, other than taxes on Palate’s income.

4.6 Non-payment

If a payment fails, Palate will notify Customer and retry.

Palate will not suspend point-of-sale, payment acceptance, kitchen display, or time-clock functions for non-payment. Service to Customer’s guests and staff is not interrupted over a billing issue.

If an invoice remains unpaid 10 days past due, Palate may restrict administrative functions — reporting, exports, marketing, and configuration changes — until payment is resolved. If an invoice remains unpaid 30 days past due, Palate may suspend the account in full and terminate under Section 6.3. Section 6.4 governs data access after termination.

4.7 Refunds

Subscription fees are non-refundable except as required by law or expressly stated in an Order Form. Cancelling a monthly plan takes effect at the end of the current billing period; Customer retains access through that period and is not charged again. Cancelling an annual plan does not refund the unused portion of the prepaid term.

4.8 Plan changes

Customer may move between Essentials and Plus at any time. Upgrades take effect immediately and are prorated for the remainder of the billing period. Downgrades take effect at the start of the next billing period. Adding a Location adds that Location’s fee, prorated.

4.9 Payment card security

Palate does not store, process, or transmit full payment card numbers. Card data is captured by Stripe — in the browser through Stripe Elements, and in person by Stripe-supplied card readers registered to Customer’s own Stripe account — and travels to Stripe without entering Palate’s systems.

Palate acknowledges that it is responsible for the security of account data that it possesses or otherwise stores, processes, or transmits on Customer’s behalf, and to the extent that Palate could impact the security of Customer’s cardholder data environment.

Palate maintains PCI DSS compliance as a service provider and will, on Customer’s written request, provide its current Attestation of Compliance and information identifying which PCI DSS requirements Palate manages, which remain Customer’s responsibility, and which are shared. Customer remains the merchant of record for its own card transactions and is responsible for its own PCI DSS compliance, including the physical security of card readers at its Locations and the conduct of its staff.

Palate will notify Customer without undue delay of any change in its PCI DSS compliance status that affects the Service.

5. Payroll Services Limitation

Palate prepares payroll data. Palate does not run payroll.

Palate calculates hours, wages, tips, and deductions from activity in Customer’s restaurant, and exports that data in the format Customer’s payroll provider expects. Customer’s payroll provider — Gusto, ADP, Paychex, Toast Payroll, or another — pays staff, withholds and remits taxes, and makes required filings.

Palate does not hold or move payroll funds, does not withhold or remit taxes, does not file returns, and is not an employer, co-employer, or employer of record. Customer is the employer of record and is responsible for the accuracy of its payroll and for meeting its wage-and-hour and tax obligations.

Palate computes tip pooling, overtime, and break calculations from rules Customer configures. Customer chooses those rules and is responsible for whether they comply with applicable law. Palate makes no warranty that any configuration satisfies any wage-and-hour requirement. Nothing in the Service is tax, payroll, or legal advice.

6. Term and Termination

6.1 Term

These Terms begin on acceptance and continue while Customer has an active Subscription.

Monthly plans run month to month with no minimum commitment and renew automatically each month. Annual plans run for a twelve-month term and renew automatically for successive twelve-month terms. Enterprise terms are stated on the Order Form.

6.2 Termination for convenience

Customer may cancel a monthly plan at any time, effective at the end of the current billing period.

Customer may cancel an annual plan at any time, effective at the end of the current twelve-month term, provided notice is given at least 30 days before the renewal date. Cancellation is available in the Admin application or by writing to hello@palate.pro.

Palate may terminate for convenience on 60 days’ written notice, and will refund any prepaid fees covering the period after termination.

6.3 Termination for cause

Either party may terminate for the other’s material breach not cured within 30 days of written notice. Palate may suspend or terminate immediately for a violation of the AUP that presents a security, legal, or payment-network risk.

6.4 Effect of termination

On termination, and consistent with what Palate publishes to its customers:

1. Customer keeps read-only access for 30 days to view and export Customer Data.
2. Palate retains Customer Data for a further 90 days in case Customer returns.
3. After that 120-day period, Customer Data is permanently deleted from Palate’s active systems, except for records Palate must retain by law (for example, transaction and tax records). Copies held in routine encrypted backups are overwritten on Palate’s ordinary backup cycle and are not used for any other purpose.
4. Accrued fees remain payable.

6.5 Data export

Customer may export its data at any time during the term and during the 30-day read-only window, using the export functions in the Admin application. Customer may also request an export from Palate at hello@palate.pro, which Palate will provide within 10 business days.

7. Customer Data and Privacy

7.1 Ownership

As between the parties, Customer owns all Customer Data. Palate claims no ownership of Customer’s menu, guest, employee, or sales data.

7.2 License to Palate

Customer grants Palate a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Service, subject to the Privacy Policy and the Data Processing Addendum.

7.3 Data processing

Where Palate processes personal data on Customer’s behalf — guest data and employee data — the Data Processing Addendum (“DPA”) at https://palate.pro/data-processing-addendum governs and is incorporated by reference. Where these Terms and the DPA conflict on a personal-data processing matter, the DPA controls.

7.4 Aggregated and de-identified data

Palate may create and use de-identified, aggregated data derived from use of the Service to operate, secure, analyze, and improve the Service and to produce industry benchmarks. Palate will not attempt to re-identify such data, will not present it in a way that identifies Customer, its guests, or its employees, and will not sell it. This right survives termination.

8. Intellectual Property

8.1 Palate IP

Palate owns the Service, the software, and all related intellectual property. These Terms grant Customer only a limited, non-exclusive, non-transferable right to use the Service during the term.

8.2 Feedback

If Customer provides feedback or suggestions, Palate may use them without restriction or obligation.

8.3 Customer marks

Palate will not use Customer’s name, logo, or likeness in marketing, case studies, or a customer list without Customer’s prior written consent. Consent may be withdrawn on 30 days’ notice, after which Palate will remove the reference from materials it controls.

9. Confidentiality

Each party will protect the other’s confidential information with at least reasonable care and use it only to perform under these Terms. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was independently developed without use of the disclosing party’s information, or was rightfully received from a third party without restriction. A party may disclose confidential information where legally compelled, giving the other party prompt notice where lawful.

10. Warranties and Disclaimers

10.1 Mutual

Each party warrants it has authority to enter these Terms.

10.2 Service warranty

Palate warrants it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards.

10.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PALATE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to Customer.

11. Service Availability

Palate operates the Service continuously and publishes live and historical availability at its public status page, https://palate.instatus.com.

Essentials and Plus do not carry a contractual uptime commitment or service credits. Enterprise plans may include a service level agreement with defined uptime targets and remedies, stated on the Order Form; where one exists, it is the exclusive remedy for availability shortfalls.

Palate may perform maintenance that briefly interrupts the Service, and will schedule planned maintenance outside peak restaurant service hours where practical and give advance notice of maintenance expected to cause material interruption.

12. Limitation of Liability

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO PALATE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Excluded claims — the cap above does not apply to: a party’s breach of Section 9 (Confidentiality); Palate’s breach of its data protection obligations under the DPA; either party’s indemnification obligations under Section 13; Customer’s payment obligations; or either party’s gross negligence, willful misconduct, or fraud.

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY. This exclusion does not apply to damages arising from a party’s gross negligence, willful misconduct, or fraud.

Some jurisdictions do not allow the limitation of certain damages, so parts of this section may not apply to Customer.

13. Indemnification

13.1 By Palate

Palate will defend Customer against third-party claims alleging that the Service, as provided by Palate and used in accordance with these Terms, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in settlement. This obligation does not apply to claims arising from Customer Data, from modifications not made by Palate, or from use of the Service in combination with anything not supplied by Palate where the claim would have been avoided but for the combination.

If the Service becomes, or Palate believes it may become, subject to such a claim, Palate may at its option procure the right to continue using it, modify it to be non-infringing, or terminate the affected Subscription and refund prepaid fees covering the period after termination.

13.2 By Customer

Customer will defend Palate against third-party claims arising from Customer Data, from Customer’s use of the Service in violation of these Terms or the AUP, from Customer’s obligations as employer of its staff, or from Customer’s violation of law, and will pay damages finally awarded or amounts agreed in settlement.

13.3 Conditions

The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense. This Section states each party’s exclusive remedy for the claims it covers.

14. Dispute Resolution

Before filing a claim, each party agrees to try to resolve the dispute informally by giving the other written notice describing it, and to negotiate in good faith for 30 days after that notice.

If the dispute is not resolved, it will be brought exclusively in the state or federal courts located in Washtenaw County, Michigan, and each party consents to the personal jurisdiction of those courts.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Each party agrees to bring claims only in its individual capacity, and not as a plaintiff or class member in any class or representative proceeding.

Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15. Governing Law

These Terms are governed by the laws of the State of Michigan, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

16. General

16.1 Changes to these Terms

Palate may update these Terms. For changes that materially reduce Customer’s rights or increase its obligations, Palate will give at least 30 days’ advance notice by email to the account’s billing contact and by posting the updated Terms with a new effective date. Continued use of the Service after the effective date constitutes acceptance. If Customer does not accept a material change, Customer may terminate under Section 6.2 before the change takes effect and receive a refund of prepaid fees covering the period after termination.

16.2 Assignment

Neither party may assign these Terms without the other’s written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Any other attempted assignment is void.

16.3 Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, utility or internet failures, and failures of third-party services. This does not excuse Customer’s payment obligations.

16.4 Independent contractors

The parties are independent contractors. These Terms create no partnership, franchise, joint venture, agency, employment, or fiduciary relationship.

16.5 Entire agreement

These Terms, together with any Order Form, the AUP, the DPA, and the Privacy Policy, are the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject. Any purchase order or vendor terms Customer issues are of no effect.

16.6 Severability and waiver

If a provision is held unenforceable, it will be limited to the minimum extent necessary and the rest of these Terms remain in effect. A party’s failure to enforce a provision is not a waiver of it.

16.7 Survival

Sections 5, 6.4, 7, 8, 9, 10.3, 12, 13, 14, 15, and 16 survive termination.

16.8 Notices

Notices to Palate must be sent to hello@palate.pro and, for legal notices, also by mail to:

FastSail Technologies LLC (d/b/a Palate)
442 W Delhi Rd
Ann Arbor, MI 48103
United States

Notices to Customer are sent to the email address on the account and are effective when sent. Customer is responsible for keeping that address current.