[Last Updated: May 18, 2023]
These terms and conditions (“Terms”) are a legally binding agreement between Panaya Ltd. (“Panaya,” “we,” “us,” or “our”), and our users (“Users”, “you” or “your”) who access to or otherwise interact with our website and the services therein, available at: https://www.panaya.com/, and other landing pages.
BY ACCESSING, BROWSING OR OTHERWISE USING OUR WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS.
1. AMENDMENTS TO THE TERMS
Panaya reserves the right to periodically amend or revise these Terms at our sole discretion; such changes will be effective immediately upon the display of the revised Terms. The last revision date will be reflected in the “Last Updated” header above. When material changes to these Terms occur, we will provide you with prior notice. Unless otherwise stated in such notice, the updated version of these Terms will become effective immediately upon such notice.
2. THE WEBSITE
We reserve the right to change, modify, suspend, or discontinue any aspect of our Services at any time without notice to you and without any liability to you whatsoever in connection therewith.
THE WEBSITE AND THE CONTENT THEREIN ARE INTENDED SOLELY FOR INFORMATIONAL AND BUSINESS PURPOSES. THE CONTENT IS NOT, NOR SHALL IT BE TAKEN AS PROFESSIONAL SERVICES OR ADVICE. WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ANY ACTIONS TAKEN OR OMISSIONS BASED ON ANY CONTENT AVAILABLE ON OUR WEBSITE, WHICH ARE DONE AT YOUR OWN RESPONSIBILITY AND RISK.
3. FREE TRIAL
By creating an Account, you hereby represent and warrant that you are solely responsible for all activities made under your Account. You will not disclose or transfer your account credentials to anyone else who is not authorized by you to access your Account. Further, you agree to notify Panaya immediately of any unauthorized use or access to your Account.
Subject to your compliance with these Terms, the EULA terms and any technical documentation provided to you in regards to your Free Trial, Panaya grants you a worldwide, non-exclusive, non-transferable, non-sub-licensable license to access and use your Account and any work derive therefrom, if applicable (e.g., reports, results, analytics, etc., collectively “Free Trial Deliverables“). Panaya reserves the right to limit, suspend or terminate your license and your ability to access and use the Account, to Panaya’s sole discretion.
4. DEMO SESSIONS SERVICES
Subject to your full compliance with these Terms and any technical documentation provided to you in regards to the Demo Session Services, Panaya hereby grants you a limited, worldwide, non-exclusive, non-transferable, non-sub-licensable license to access and use the Demo Session Services and any work derive therefrom, if applicable (e.g., reports, results, and other inputs, collectively “Demo Session Deliverables“) in compliance with these Terms. Panaya reserves the right to revise or terminate the Demo Session Services from time to time subject to its own discretion.
5. REPRESENTATION, WARRANTIES & RESTRICTION OF USE
You hereby represent and warrant that: (i) you are eligible to enter into these Terms, or, where applicable, you have all proper authorization to enter into these Terms; (ii) you are not considered to be a “child”, “minor” or any other similar term, in your jurisdiction and, in any event, that you are not under the age of 13; and (iii) you will comply with all applicable regulation regarding you access to and use of the Services, including any intellectual property law.
You further represent and warrant to not, and to not authorize or encourage any third party to: (i) use the Services in non-compliant, unlawful, illegal, fraudulent, inappropriate, or unauthorized manner (including that which would infringe upon the rights of a third party) or that is in breach of applicable law; (ii) circumvent, disable or otherwise interfere with security-related features of the Services or prevent others from using the Services; (iii) copy, modify, or create a derivative work of the Services, in whole or in part; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (v) remove, deface, obscure, or alter the Services including any copyright notices, trademarks, and other proprietary rights provided as part of the Services; (vi) create a database by systematically downloading and storing all or any Content; and (vii) use, access or attempt to access the Services with any automated means (including robots, scrapers, etc.).
6. INTELLECTUAL PROPERTY
The Services, including the Free Trial Deliverables and the Demo Session Deliverables are exclusively owned by Panaya or by third party licensors. Except as explicitly provided herein, no license, right, title or interest in and to the Services including the Free Trial Deliverables and the Demo Session Deliverables, are granted to you, and we or our partners reserve any and all rights, title and ownership in and to the Services including the Free Trial Deliverables and the Demo Session Deliverables (“Panaya Intellectual Property“). You shall not use any of Panaya’s copyrights, trademarks, trade names, logo or other Panaya Intellectual Property in any way except to the limited extent as may be expressly agreed in these Terms or subject to Panaya prior written consent.
7. DISCLAIMER OF WARRANTIES
Except as provided herein, the Services, including the Free Trial Deliverables and the Demo Session Deliverables are provided on an “as is” and “as available” basis, without warranties of any kind, express or implied, including, without limitation, representations, warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or from a course of dealing or usage of trade, marketability, suitability, incompleteness, applicability or relevance of the Content. You agree that Panaya will not be held responsible for any decision made or action taken or not taken in reliance on the Services, including the Free Trial Deliverables and the Demo Session Deliverables, nor do we assume any responsibility for any loss, injury or damages incurred as a result or in connection with such actions or omissions. We make no representation or warranties that the Services including the Free Trial Deliverables and the Demo Session Deliverables, are or will be available for use in any particular location or at any specific time. Except as expressly stated herein, Panaya does not make any representations, warranties or conditions of any kind, express or implied, as to the security of any information you may provide or activities you engage in during the course of your use of and interaction with the Services.
8. LIMITATION OF LIABILITIES
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, PANAYA, INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY “PANAYA GROUP”), AS WELL AS ITS VENDORS, DISTRIBUTORS, AND THIRD PARTY LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE, MALFUNCTION, OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF PANAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN THE PERFORMANCE OF ANY OF OUR OBLIGATIONS HEREIN THAT ARE CAUSED BY AN EVENT BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL PANAYA GROUP’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNT OF TEN U.S DOLLARS ($10).
You agree to defend, indemnify and hold the Panaya Group harmless from any third party alleged claims, damages, liabilities and expenses (including reasonable attorney’s fees) arising from (i) your use of and interaction with the Services including the Demo Session Deliverables and the Free Trial Deliverables, in a manner which is not compliant with these Terms and any other applicable terms governing such access and use, including the EULA, including your negligence and any wrongful act or rights’ infringement; and (ii) your breach of any applicable regulation. This indemnification obligation will survive the termination or expiration of these Terms and the termination of your use of the Services.
You can terminate these Terms at any time by ceasing your use of the Services, including the Demo Session Deliverables and the Free Trial Deliverables. We may terminate these Terms at any time, with or without cause, effective immediately.
These Terms shall be governed by and construed in accordance with the laws of the State of New York, USA without giving rise to any conflict of law principals therein. You hereby agree to resolve any claim, dispute or controversy you have exclusively in the competent courts located in New York County, New York, USA.
These Terms constitute the entire agreement between you and Panaya with respect to your access to and use of the Services. If any provision of these Terms is held to be unenforceable by competent courts, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of the remaining provisions hereof under all circumstances. Panaya’s failure to enforce any rights or to take actions against you in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches. These Terms and any right granted herein may not be assigned by you without the prior written consent of Panaya. Your relationship with Panaya is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to create a partnership, agency, joint venture or employment relationship.
If you have any questions about these Terms, please contact us at: