Terms of Use

3 November, 2019

Introduction

By accessing or using Papaya Global Ltd.’s (“Papaya”) website (the “Website”) and/or Papaya platform for registered users (“Platform”), you agree to be bound by these terms of use (these “Terms”). If you are signing up for the Service on behalf of any third party, you represent that you are duly authorized to represent the third party entity and accept the terms of this Agreement on behalf of such entity, and any references to “you” in this Agreement refer also to such entity and all of its employees, consultants and agents. You are responsible for all activity on the Service that occurs under your account. If you do not wish to be bound by these Terms, you may not access or use the Website and the Platform.

Use of the Papaya Site

You agree to use the Papaya Site only for lawful purposes and in a manner which does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Papaya Site by any third party (including intellectual property rights, rights of confidentiality or privacy). As such, you must not: (a) copy, download, reproduce, republish, broadcast, transmit, in any manner whatsoever, any material on the Papaya Site except as is reasonably necessary for your own personal, non-commercial use; (b) send any materials which contain viruses or any other destructive elements. Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

Customer’s Rights

During the Term, Papaya grants you a limited, non-transferable, non-sub licensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (hereinafter “Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Papaya to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to: Use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Papaya; Use the Service for any fraudulent or inappropriate purpose; Attempt to decipher, decompile, delete, alter or reverse engineer any of the Software; Duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Papaya; Use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the information provided, inputted or uploaded to the Service by you or on your behalf (“Data”) as contemplated in the Documentation; Rent, lease, distribute, or resell the Software, or use the Software for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service. Papaya shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Services, and the security of your Data. Papaya shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.

Customer’s Responsibilities

Papaya’s obligations regarding Support Services are subject to the following: You will promptly report to Papaya all problems with the Software, and will implement any corrective procedures provided by Papaya reasonably promptly upon receipt of the request. You will provide Papaya with all information, access, and full good faith cooperation reasonably necessary to facilitate the provision of the Support Services. Customer’s failure or delay in its performance of any of the foregoing relieves Papaya of its obligations under this Agreement to the extent that such obligations are dependent upon Customer’s performance. You will provide Papaya a list of contacts (including name, email address, and phone number) of those individuals authorized to open service requests on Customer’s behalf. These authorized contacts must have the access and authority to administer or configure the Software as required by the nature of the service request. Papaya does not provide support directly to the end users of the Software. You are solely responsible for the use of the Software by its personnel and will properly train its personnel in the use and application of the Software. You are responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Software, including, without limitation, computers, computer operating systems, Data storage, network devices, and web browsers. SUPPORT. Subject to the terms of this Agreement, Papaya will, during the Services Period, provide customers with support services (“Support Services”). Support Services do not cover problems caused by the following: (i) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; operation of the Software with other media not in accordance with the manufacturer’s specifications; or causes other than ordinary use; (ii) Modified Code; or (iii) use of the Software with unsupported tools; or (iv) any issue not covered by Technical Support. Customer may request assistance from Papaya for such problems, for an additional fee.

Payment Terms

Payment terms will be specified as part of a specific commercial agreement between the company client.

Intellectual Property Rights

Copyright All materials displayed or performed on or accessible through the Website, including any text, images and other materials contained or displayed on any Papaya publication, product, service, report or e-mail are proprietary to Papaya, except where otherwise noted, and constitute valuable intellectual property of Papaya, protected by applicable patent, copyright and trade secret laws and by international treaty provisions. No material from any part of the Website or any Papaya publication, product, service, report, e-mail or any third party website linked to and from the Website may be downloaded, transmitted, broadcasted, transferred, assigned, reproduced, stored in a retrieval system, or in any other way used or otherwise disseminated in any form to any person or entity, without the explicit prior written consent of Papaya. All unauthorized reproduction or other use of material from Papaya or the Website shall be deemed willful infringement(s) of Papaya’s copyright and other proprietary and intellectual property rights. You acknowledge and agree that you will not use the Website or any materials accessible through the Website in any manner that violates or misappropriates or could result in a violation or misappropriation of intellectual property rights of Papaya, including, without limitation, copyrights, trademarks, trade secrets and/or patent rights. Under no circumstances shall you assert or contest any ownership rights in and to Papaya’s intellectual property in any action or proceeding of whatever kind or nature, nor shall you take any action that may prejudice, render generic, weaken or diminish the good will associated with Papaya’s intellectual property rights. Papaya expressly reserves all rights in connection with its intellectual property, including without limitation the right to block the transfer of its products and services and/or to track usage thereof, through electronic tracking technology, and all other lawful means, now known or hereafter devised. Papaya reserves the right, without further notice, to pursue to the fullest extent permitted by law any and all criminal and civil remedies for the violations of its rights. Additionally, the Website may contain third party proprietary information and/or Trademarks (as defined below), which shall be subject to their respective owners’ terms of use. See full use of open source licenses used here.

Trademark

The trademarks, trade names, domain names, logos, service marks, slogans, and other indicia of origin (collectively the “Trademarks”) displayed on the Website are registered and/or unregistered Trademarks of either Papaya and/or its affiliates and/or its partners and/or third parties. Nothing contained on the Website should be construed as granting by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the explicit written consent of Papaya or its respective owner. Misuse of any Trademarks, or any other content, displayed on the Website, is prohibited. Papaya reserves the right, without further notice, to pursue to the fullest extent permitted by law any and all criminal and civil remedies for the violations of its rights.

Links to Third Party Websites

Third party websites linked to and from the Website are not necessarily under the control of Papaya. Papaya shall have no responsibilities or liabilities whatsoever for the content or privacy practices of any such linked websites or any link or linking program at any time. Papaya does not necessarily endorse companies (or related products or services) to or from which the Website is linked. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk. You acknowledge and agree that you will not use any such third party websites linked to and from the Website, in any manner that violates or misappropriates or could result in a violation or misappropriation of intellectual property rights of such third party, including, without limitation, copyrights, trademarks, trade secrets and/or patent rights; but rather, that if you choose to use or access such third party website, you will do so according to such third party’s website terms of use. For avoidance of doubt, nothing in these Terms shall be interpreted as asserting or contesting any ownership rights in the intellectual property of such third party in any action or proceeding of whatever kind or nature.

Disclaimer and Limitation of Liability

While Papaya shall use reasonable efforts to provide up-to-date and accurate information, Papaya makes no warranties or representations as to the accuracy of the information and assumes no liability or responsibility for any errors or omissions in the information provided on the Website. You expressly acknowledge and agree that your use of the Website is at your own risk. All Information available through the Website is provided on an “AS IS” basis. Papaya makes no warranty that the Website will meet your requirements, be uninterrupted, secure or error free, free of viruses or other harmful components or destructive files. The content of the Website is subject to change without notice. PAPAYA SPECIFICALLY DISCLAIMS ANY AND ALL WARANTIES, EXPRESS OR IMPLIED, REGARDING ANY INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE. PAPAYA’S OBLIGATIONS WITH RESPECT TO ITS PRODUCTS AND SERVICES ARE GOVERNED SOLELY BY THE AGREEMENTS UNDER WHICH THEY ARE PROVIDED AND NOTHING ON THIS WEBSITE SHOULD BE CONSTRUED TO ALTER SUCH AGREEMENTS. IN NO EVENT WILL PAPAYA ASSUME ANY RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING IN THE WEBSITE, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT OR IMAGES FROM THE WEBSITE. IN NO EVENT SHALL PAPAYA, ITS AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTITIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR ERRORS OR OMISSION IN THE INFORMATION IN CONECTION WITH THE WEBSITE).

Indemnity

You agree to hold Papaya harmless, indemnify and defend Papaya, its officers, directors, employees, affiliates and representatives from and against any and all actions, causes of action, suits, damages, liabilities, losses, claims and demands of whatever kind or nature, in law or equity, directly or indirectly, arising out of or in any way related to your violation of the Terms or your access to the Website, and all costs and expenses incurred by Papaya as a result thereof, including attorney’s fees and court costs.