Last Updated: July 4, 2023
These Terms and Conditions of Use (the "Terms of Use") apply to the Pitaya website located at http://www.pitaya.ai/, and all associated sites linked to http://www.pitaya.ai/ by Centific Global Solutions Inc. (“Centific” or “we”), its subsidiaries and/or affiliates, including any Centific sites around the world (collectively, the "Site"). The Site is owned and operated by Centific.
By accessing or using the Site or any of the content on the Site you agree to be legally bound by these Terms of Use, the <<Cookies Policy>>, and the <<Privacy Policy>>. If you do not accept these Terms of Use, do not use the Site or any of the Centific Content (defined below).
PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS, INCLUDING AN ARBITRATION AGREEMENT. UNLESS YOU OPT OUT, THE ARBITRATION AGREEMENT REQUIRES MOST DISPUTES BETWEEN US TO BE SUBMITTED TO ARBITRATION, ELIMINATES YOUR ABILITY TO PURSUE DISPUTES AS PART OF A CLASS OR GROUP, AND WAIVES YOUR RIGHT TO A TRIAL IN COURT AND BY A JURY.
Centific reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes.
You represent to Centific that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms of Use for an entity, such as the company you work for, you represent that you have authority to bind that entity and you agree that “you” as used in these Terms of Use includes both you personally and the entity you represent. You and Centific are collectively referred to as the “Parties” and each is a “Party”.
Other Terms and Conditions
These Terms of Use do not govern the use of the hosted services and related technologies and other services (the “Service”) operated by Centific. If you are accessing or using the Service – even if you are doing so through a free trial or evaluation – then you are subject to Centific 's Subscription Agreement or such other written contract as may be separately agreed and signed between you and Centific.
Additional terms and conditions may apply to specific portions or features of the Site, including contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service.
Centific’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.
Centific may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and Centific makes no commitment to update the materials on the Site with respect to such products and services.
The following terms also govern and apply to your use of the Site, and they are incorporated herein by this reference:
Cookies Policy, and
Privacy Policy.
Each of these policies may be changed from time to time and are effective immediately upon posting such changes on the Site.
Centific Content
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, "Centific Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Centific Content, contained on the Site is owned, controlled or licensed by or to Centific, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Centific hereby grants to you a limited, revocable, non-sublicensable license to access, display and perform the Centific Content (excluding any computer code) solely for your personal, non-commercial use and solely as necessary to access and use the Site. Except as expressly permitted by Centific in these Terms of Use or on the Site, you may not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, create derivative works based upon, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use or transfer any Centific Content. You may not, either directly or through the use of any device, software, online resource or other means, remove, alter, bypass, avoid, interfere with or circumvent any copyright, trademark or other proprietary notice on the Centific Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Centific Content.
Third-Party Services
The Site may make available, or third parties may provide, links to other websites, applications, resources, advertisements, content or other products or services created, hosted or made available by third parties (“Third-Party Service(s)”), and such third parties may use other third parties to provide portions of the Third-Party Service to you, such as technology, development or payment services. When you access or use a Third-Party Service, you are interacting with the applicable third party, not with Centific, and you do so at your own risk. Centific is not responsible for, and makes no warranties, express or implied, as to, the Third-Party Services or the providers of such Third-Party Services (including without limitation the accuracy or completeness of the information provided by such Third-Party Service or the privacy practices of any third party). Inclusion of any Third-Party Service or a link thereto on the Site does not imply approval or endorsement of such Third-Party Service. Centific is not responsible or liable for the Content or practices of any Third-Party Service or third party, even if such Third-Party Service links to, or is linked by, the Site.
Privacy Policy
Centific’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view Centific’s Privacy Policy, <<click here>>. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
Your Content
By posting, displaying, publishing or making available for download or use any content on the Site (other than personal information that is subject to the Privacy Policy), you hereby grant Centific a perpetual, worldwide, nonexclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) license to perform, display, reproduce, prepare derivative works from, distribute, sell, sublicense, transfer and otherwise use without restriction all or any part of such content.
Compliance with Laws
You represent that, in agreeing to, and performing under, these Terms of Use, you are not violating, and will not violate, any governmental laws, rules, regulations or orders that are applicable to your use of the Site (“Applicable Laws”). Without limiting the foregoing, you represent that, in connection with your performance under these Terms of Use, you shall: (a) comply with Applicable Laws relating to anti-bribery and anti-corruption, which may include the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010; (b) comply with Applicable Laws administered by the U.S. Commerce Bureau of Industry and Security, U.S. Treasury Office of Foreign Assets Control or other governmental entity imposing export controls and trade sanctions (“Export Laws”), including designating countries, entities and persons (“Sanctions Targets”); and (c) not directly or indirectly export, re-export or otherwise deliver any Centific software, content or services to a Sanctions Target, or broker, finance or otherwise facilitate any transaction in violation of any Export Laws. You represent that you are not a Sanctions Target or prohibited from receiving Centific software, content or services pursuant to these Terms of Use under Applicable Laws, including Export Laws.
Void Where Prohibited
Centific controls the Site from its Redmond, Washington, USA offices. Although the Site is accessible worldwide, not all features, products, or services discussed, referenced, provided, or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Centific reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
Indemnity
You agree to defend, indemnify and hold harmless Centific, its affiliates and their respective employees, contractors, agents, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt or expenses (including without limitation attorneys' fees) arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to your use of the Site, breach of these Terms of Use (including any Centific policy referenced in these Terms of Use), violation of law, or any content that you post, upload or cause to interface with the Site, or otherwise transfer, process, use or store in connection with the Site.
Disclaimers
THE SITE AND ALL CONTENT AND OTHER ITEMS MADE AVAILABLE BY PITAYA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CENTIFIC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES OR INACCURACIES OF DATA OR INFORMATION POSTED, DISPLAYED, PUBLISHED OR MADE AVAILABLE FOR DOWNLOAD OR USE ON THE SITE, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USE OF THE SITE, (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, OR (iv) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY NOT UNDER CENTIFIC'S CONTROL.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL CENTIFIC, ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE SITE; AND (b) IN NO EVENT SHALL CENTIFIC’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THESE TERMS OF USE EXCEED ONE HUNDRED U.S. DOLLARS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
Responsibility for End Users
You are responsible for violations of these Terms of Use by anyone using the Site with your permission or using your account on an unauthorized basis. Your use of the Site to assist another person in an activity that would violate these Terms of Use if performed by you is a violation of these Terms of Use. These Terms of Use applies to anyone accessing or using the Site; however, each provision in these Terms of Use shall be interpreted to include, and apply to, any action directly or indirectly taken, authorized, facilitated, promoted, encouraged or permitted by a user of the Site, even if such person did not themselves violate the provision.
Digital Millennium Copyright Act
Centific respects the rights of copyright holders and abides by the federal Digital Millennium Copyright Act and similar regulations in other jurisdictions by responding to written notifications of alleged infringement by copyright holders. To provide a notification of alleged copyright infringement, please contact us using the information below.
U.S. Government Rights
The Site is provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Site. If you are using the Site on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, you must immediately discontinue use of the Site. The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
Notice for California Residents
Under California Civil Code Section 1789.3, California users are entitled to be notified that Centific does not currently charge any fees for access and use of the Site. If you have a question or complaint regarding the Site, please contact Centific by writing to 14980 NE 31st Way, Suite 100, Redmond, WA, U.S. 98052. California residents also may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Violation of These Terms of Use
Centific may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Centific’s rights or property, or the rights or property of visitors to or users of the Site, including Centific’s customers. Centific reserves the right at all times to disclose any information that Centific deems necessary to comply with any applicable law, regulation, legal process or governmental request. Centific also may disclose your information when Centific determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that Centific may preserve any transmittal or communication by you with Centific through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Centific determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Centific, its employees, users of or visitors to the Site, and the public.
You agree that Centific may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Centific, for which monetary damages would be inadequate, and you consent to Centific obtaining any injunctive or equitable relief that Centific deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Centific may have at law or in equity.
You agree that Centific may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.
If Centific does take any legal action against you as a result of your violation of these Terms of Use, Centific will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Centific. You agree that Centific will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.
Electronic Communications
When you visit the Site or send emails to Centific, you are communicating with Centific electronically; and you consent to receive communications from Centific electronically. Centific will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that Centific provides to you electronically satisfy any legal requirement that such communications be in writing.
Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND CENTIFIC HAVE AGAINST EACH OTHER ARE RESOLVED. This section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Centific agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.
We believe that arbitration is a faster, more convenient, and less expensive way to resolve any disputes or disagreements that we may have. Therefore, pursuant to these Terms of Use, if you have any past, present, or future dispute or disagreement with us regarding (i) your use of or interaction with the Site, (ii) any purchases or other transactions or relationships with Centific or (iii) any data or information you may provide to Centific or that Centific may gather in connection with such use, interaction, or transaction (collectively, “Centific Transactions or Relationships”), you will not have the right to pursue a claim in court or have a jury decide the claim and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Site, or engaging in any other Centific Transactions or Relationships with us, you agree to binding arbitration as provided below.
We will make every reasonable effort to informally resolve any complaints, disputes, or disagreements that you may have with us. If those efforts fail, by using the Site, you agree that any complaint, dispute, or disagreement you may have against Centific, and any claim that Centific may have against you, arising out of, relating to, or connected in any way with these Terms of Use, our Privacy Policy, or any Centific Transactions or Relationships shall be resolved exclusively by final and binding arbitration (“Arbitration”) administered by JAMS or its successor (“JAMS”) and conducted in accordance with the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $100,000, in accordance with the JAMS Comprehensive Arbitration Rules And Procedures then in effect (respectively, the “Applicable Rules”). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) instead and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the “Applicable Rules” in such circumstances). If JAMS (or, if applicable, AAA) at the time the arbitration is filed has Minimum Standards of Procedural Fairness for Consumer Arbitrations in effect which would be applicable to the matter in dispute, Centific agrees to provide the benefit of such Minimum Standards to you to the extent they are more favorable than the comparable arbitration provisions set forth in this Section, provided, however, that in no event may such Minimum Standards contravene or restrict the application of subpart (e) or (h) below.
You further agree that:
(a) Arbitrator Will Interpret These Terms of Use. The Arbitrator, and not any federal, state, or local court or agency, has the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability, or formation of these Terms of Use and the arbitration provisions in this section, including but not limited to any claim that all or any part of these Terms of Use is void or voidable;
(b) Location of Arbitration. The Arbitration will be held either: (i) at a location determined by JAMS (or, if applicable, AAA) pursuant to the Applicable Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and Centific; or (iii) at your election, if the only claims in the arbitration are asserted by you and are for less than $10,000 in aggregate, by telephone or by written submission;
(c) Governing Law. The Arbitrator (i) will apply internal laws of the State of Washington consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent that federal law prevails, will apply the law of the U.S., irrespective of any conflict of law principles; (ii) will entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with Washington law or federal rules of procedure, as applicable; (iii) will honor claims of privilege recognized at law; and (iv) will have authority to award any form of legal or equitable relief;
(d) No Class Relief. The Arbitration can resolve only your and Centific’s individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated;
(e) Written Award. The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;
(f) Arbitration Costs. In the event that you are able to demonstrate that the costs of Arbitration will be prohibitive as compared to the costs of litigation, Centific will pay as much of your filing and hearing fees in connection with the Arbitration as the Arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the Arbitration, unless the Arbitrator determines that your claim(s) were frivolous or asserted in bad faith;
(g) Reasonable Attorney’s Fees. If, through the process set forth in this section, you recover an Award greater than Centific’s last written settlement offer, we will reimburse your reasonable and actual out-of-pocket attorneys’ fees associated with the Arbitration, and we will bear our own attorneys’ fees;
(h) Interpretation and Enforcement of Arbitration Clause. With the exception of the subsection entitled No Class Relief above, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, “No Class Relief” is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Centific shall be entitled to arbitrate their dispute, and must instead bring any claims in a court of competent jurisdiction;
(i) Small Claims Matters are Excluded. No Class Relief or Joinder of Claims. Notwithstanding the foregoing arbitration provisions, at your option, you may bring any claim you have against Centific in your local small claims court within the U.S., if your claim is within such court’s jurisdictional limit; provided that such court does not have the authority to entertain any claims on a class or representative basis or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding; and
(k) Intellectual Property Disputes. Notwithstanding the foregoing, Centific or you may submit any dispute, cause of action, claim, or controversy relating to our or your intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and other patents) to any court of competent jurisdiction.
Miscellaneous
These Terms of Use constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other communications between the Parties relating to the subject matter of these Terms of Use. In the event any information posted on the Site from time to time conflicts with any provision of these Terms of Use, the applicable provision of these Terms of Use shall control. Any terms and conditions of any other instrument issued by you in connection with these Terms of Use which are in addition to, inconsistent with or different from these Terms of Use shall be of no force or effect. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Centific. You may not assign, transfer or sublicense all or any of your rights or obligations under these Terms of Use without Centific's express prior written consent. Centific may assign, transfer or sublicense all or any of Centific's rights or obligations under these Terms of Use without restriction. The failure of Centific to exercise or enforce any condition, term or provision of these Terms of Use will not operate as a waiver of such condition, term or provision. Any waiver by Centific of any condition, term or provision of these Terms of Use shall not be construed as a waiver of any other condition, term or provision. If any provision of these Terms of Use is held invalid or unenforceable, the remainder of these Terms of Use shall continue in full force and effect. You agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Centific will not be responsible for failures to fulfill any obligations due to causes beyond its control. Non-English translations of these Terms of Use are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.
Contact Us
Please contact Centific with any questions regarding these Terms of Use here: pitaya@centific.com