Terms of Service

2.1 Provision of Services

Subject to the terms of this Agreement and payment of applicable fees, Papaya grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes and in accordance with the Documentation.

2.2 Authorised Users

Customer may permit Authorised Users to access the Services. Customer is responsible for all Authorized Users' compliance with this Agreement and for all activity occurring under Customer's account. Customer will ensure that Authorized Users keep account credentials confidential and will promptly notify Papaya of any suspected unauthorized access.

2.3 Restrictions

Customer will not, and will not permit any third party to:

• sublicense, sell, resell, transfer, assign, or otherwise make the Services available to third parties except as expressly permitted herein;
• modify, copy, or create derivative works of the Services;
• reverse engineer, disassemble, or decompile the Services or attempt to derive source code;
• access the Services to build a competitive product or service;
• use the Services to store or transmit infringing, defamatory, or unlawful material;
• use the Services to store or transmit malicious code or interfere with the integrity or performance of the Services;
• attempt to gain unauthorised access to the Services or related systems.

2.4 Free Trial

Papaya may offer a free trial period as specified in an Order Form or on the Site. At the end of the free trial, Customer must subscribe to continue using the Services. Papaya reserves the right to modify or terminate free trial availability at any time.

3.1 Fees

Customer will pay the fees set out in the applicable Order Form ("Fees"). Fees are based on the subscription tier and/or usage volume selected, as specified in the Order Form.

3.2 Payment Terms

Unless otherwise specified in an Order Form, Fees are due net 30 from the date of invoice. All payments must be made in US dollars. Papaya reserves the right to suspend access to the Services if invoices are more than 15 days past due following written notice to Customer.

3.3 Taxes

Fees are exclusive of all applicable taxes, levies, or duties. Customer is responsible for all such taxes related to the services.

3.4 Fee Changes

Papaya may adjust Fees on renewal of a Subscription Term by providing Customer with at least 30 days' written notice prior to the end of the then-current Subscription Term.

4.1 Ownership

As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Papaya acquires no rights to Customer Data except as expressly set out in this Agreement.

4.2 Licence to Process Customer Data

Customer grants Papaya a limited, non-exclusive licence to access, process, and use Customer Data solely to provide and improve the Services and as otherwise permitted under this Agreement.

4.3 Customer Responsibilities

Customer is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired it. Customer is responsible for ensuring that Agent Trace Data transmitted to the Services does not contain personal information beyond what is strictly necessary for the purposes of agent optimization, and for using the PII scrubbing tools and configurations made available by Papaya.

4.4 Data Processing

5.1 Papaya IP

Papaya retains all Intellectual Property Rights in and to the Services, Documentation, and any improvements, modifications, or derivative works thereof. No rights are granted to Customer except as expressly set out in this Agreement.

5.2 Feedback

If Customer provides Papaya with feedback, suggestions, or ideas regarding the Services ("Feedback"), Customer grants Papaya a perpetual, irrevocable, royalty-free licence to use such Feedback for any purpose without obligation to Customer.

5.3 Aggregated Data

Papaya may collect, generate, and use aggregated, anonymized data derived from Customer's use of the Services ("Aggregated Data") for the purpose of improving the Services, developing new features, and generating industry benchmarks. Aggregated Data will not identify Customer or any individual.

6.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Confidential Information of Customer. Papaya's pricing, technology, and product roadmap are Confidential Information of Papaya.

6.2 Obligations

The Receiving Party will: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees or contractors who need to know it and are bound by equivalent confidentiality obligations; and (c) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

6.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without restriction; or (d) must be disclosed by law or court order, provided the Receiving Party gives prompt written notice where permitted.

7.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power to enter into this Agreement; and (b) its performance of this Agreement will not violate any applicable law or third-party agreement.

7.2 Papaya Service Warranty

Papaya warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term. Customer's sole remedy for breach of this warranty is for Papaya to use commercially reasonable efforts to correct the non-conforming Services or, if Papaya cannot do so within a reasonable time, for Customer to terminate the affected Order Form and receive a pro-rata refund of prepaid unused Fees.

7.3 Disclaimer

Except as expressly set out in this Agreement, the Services are provided "as is." Papaya makes no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Papaya does not warrant that the Services will be uninterrupted or error-free, or that all errors will be corrected.

9.1 By Papaya

Papaya will defend Customer against any third-party claim alleging that the Services, as provided by Papaya and used in accordance with this Agreement, infringe any United States patent, copyright, or trademark, and will indemnify Customer for damages finally awarded or settlements approved by Papaya. This obligation does not apply where the claim arises from Customer's modification of the Services or use in combination with third-party products not approved by Papaya.

9.2 By Customer

Customer will defend Papaya against any third-party claim arising from: (a) Customer Data, including any allegation that Customer Data infringes third-party rights or violates applicable law; (b) Customer's use of the Services in violation of this Agreement; or (c) Customer's breach of its representations and warranties.

9.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnified party may participate at its own expense with counsel of its choice.

10.1 Term

This Agreement commences on the date Customer accepts it and continues until use of the platform stops or all Order Forms have expired or been terminated ("Term"). Each Order Form will specify its Subscription Term and any auto-renewal provisions.

10.2 Termination for Cause

Either party may terminate this Agreement or any Order Form immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of written notice; or (b) becomes the subject of insolvency or bankruptcy proceedings.

10.3 Effect of Termination

On termination or expiry: (a) all licences granted under this Agreement will cease; (b) Customer will cease all use of the Services; and (c) each party will promptly return or destroy the other's Confidential Information on request. Papaya will make Customer Data available for export for 30 days following termination, after which Papaya may delete Customer Data in accordance with its data retention practices.

10.4 Survival

Sections 1, 4.1, 5, 6, 7.3, 8, 9, 10.3, 10.4, and 11 will survive termination or expiry of this Agreement.

11.1 Governing Law

This Agreement is governed by the laws of the State of California, without regard to its conflict of law provisions. Any disputes will be resolved exclusively in the state or federal courts located in Santa Clara County, California, and each party consents to personal jurisdiction in those courts.

11.2 Entire Agreement

This Agreement, together with all Order Forms and incorporated policies, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings. In the event of conflict, Order Forms take precedence over these Terms, and these Terms take precedence over any policy documents.

11.3 Amendments

Papaya may update these Terms from time to time. Material changes will be communicated to Customer with at least 30 days' notice. Continued use of the Services after the effective date of changes constitutes acceptance. For material changes during an active Subscription Term, Customer may terminate the affected Order Form without penalty within 30 days of receiving notice.

11.4 Waiver and Severability

Failure to enforce any provision of this Agreement will not constitute a waiver. If any provision is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

11.5 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, power failures, or internet outages, provided the affected party promptly notifies the other and uses reasonable efforts to resume performance.

11.6 Assignment

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations. Any purported assignment in violation of this section is void.

11.7 Notices

Notices under this Agreement must be in writing and delivered by email to the addresses specified in the applicable Order Form, or for notices to Papaya, to support@papaya.fyi. Notices are effective upon confirmed receipt.

11.8 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

11.9 Contact

Nile AI Inc. (dba Papaya) support@papaya.fyi