Terms of Service

 

ATTACHEMENT A: Pitaya Technologies Inc.

End User License and Services Agreement

Thank you for selecting Pitaya Technologies software (the "Software"). This license agreement (the "Agreement") is a legal agreement between the Licensee, a single legal entity identified in the registration process provided as part of the start-up interview ("Licensee", "you"), and Pitaya Technologies, Inc. ("Pitaya Technologies," "we", "our" or "us"). This Agreement also includes the terms and conditions for Pitaya Technologies Oboe. If you subscribe to Pitaya Technologies Oboe, when you accept this Agreement, you also accept the terms and conditions for Pitaya Technologies Oboe. This Agreement governs Licensee's and its Agents' (defined below) access to and use of the Software. Licensee must accept the terms of this License Agreement before accessing or otherwise using such Software or any of the services that may be provided by Pitaya Technologies under this License Agreement ("Services"). To access and use the Software and Services, Licensee must have access to the Internet.

By clicking "ACCEPT", Licensee indicates that it has read and understood, and assents to be bound by, the terms of this Agreement. If the person clicking on the "ACCEPT" button is an individual working for Licensee ("Agent"), such person is agreeing to the terms and conditions of this Agreement on behalf of Licensee and certifies that he/she is an Agent of Licensee and has all necessary authority to act on Licensee's behalf, including to bind Licensee to the terms and conditions of this Agreement. This Agreement supersedes any prior agreement between Licensee and any party with regard to Pitaya Technologies Oboe.

If Licensee does not agree to the terms of the Agreement, Licensee is not granted any rights whatsoever in the Software. If Licensee is not willing to be bound by these terms and conditions, Licensee should not click on the "ACCEPT" button, and may not access or otherwise use the Software or Services.

1. LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees, Pitaya Technologies grants Licensee a personal, limited, non-exclusive, non-transferable license, during the initial term of the subscription and any Renewal Term (as defined in Section 3), to electronically access and use the Software solely to manage Licensee's hotel reservation and financial data and solely by such number of authorized users for which the applicable licensee fee has been paid by Licensee.

In addition to the Pitaya Technologies software, the term "Software" includes any other programs, tools, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Pitaya Technologies provides or makes available to you.

You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other Pitaya Technologies systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the Pitaya Technologies site; (iii) permit any third party to benefit from the use or functionality of the Software or Services via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to Licensee under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software or Services, prevent access to or the use of the Software or Services by Pitaya Technologies's other licensees or customers, or impose an unreasonable or disproportionately large load on Pitaya Technologies's infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section.

2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold. Pitaya Technologies reserves all rights not expressly granted to Licensee in this Agreement. The Software is protected by copyright, trade secret and other intellectual property rights. Pitaya Technologies owns all right, title and interest in and to the Software and all intellectual property rights therein. This Agreement does not grant Licensee any rights to trademarks or service marks of Pitaya Technologies.

3. SUBSCRIPTION. The Software is licensed on a monthly or yearly subscription basis, as selected by Licensee or its agent. The Software will be deemed accepted by Licensee upon acceptance of this Agreement for trial versions of the Software and upon acceptance of this Agreement and payment of the subscription fee for paid for versions of the Software. Access to the Software will begin (i) for trial versions after your acceptance of this Agreement and after Pitaya Technologies receives and processes all the information, requested by the start-up interview form; and (ii) for paid for versions after your acceptance of this Agreement and after Pitaya Technologies receives and processes all the information, including the credit card or bank account information requested by the start-up interview form. Licensee or its agent completing the start-up interview form must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain access to the Software. The payment information Licensee or its agent provides must be accurate and complete, and Licensee agrees to notify us promptly of any change in the payment information. When Licensee subscribes and provides payment information, Licensee's or its Agent's (as applicable) Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then-current subscription rate to maintain access to the Software.

3.1 Termination by Licensee. Licensee may notify Pitaya Technologies to cancel the subscription prior to the beginning of each Renewal Term. Licensee's rights to use the Software may be terminated by Pitaya Technologies by a written notice if Pitaya Technologies is unable to debit Licensee's or its agent's form of payment in accordance with this Agreement.

4. REGISTRATION DATA. Licensee must register to use the Software and Services and (i) provide true, accurate, current and complete information about Licensee, system administrators, authorized users, and other related parties as prompted by the start-up interview sign- up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If Licensee provides any Registration Data that is inaccurate, not current or incomplete, or Pitaya Technologies has reasonable grounds to suspect is inaccurate, not current or incomplete, Pitaya Technologies may, in its sole discretion, suspend or terminate Licensee's account and refuse any and all current or future access to and use of the Software or Services (or any portion thereof).

5. LICENSEE ACCESS INFORMATION AND ACCOUNT DATA. Licensee is solely responsible for (i) maintaining the confidentiality and security of Licensee's access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by Licensee to access the Software and Services (collectively, "Licensee Access Information"), and (ii) preventing unauthorized access to or use of the information, files or data that Licensee stores or uses in or with the Software and Services (collectively, " Account Data"). Licensee is responsible for providing access and assigning passwords to system administrators and other authorized users under Licensee's account for the Software and Services, and ensuring that such system administrators and authorized users comply with this Agreement. Licensee will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data ("Communications") entered using the Licensee Access Information. Pitaya Technologies assumes that any Communications it receives through use of the Licensee Access Information were sent or authorized by Licensee. Licensee agrees to immediately notify Pitaya Technologies if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. Pitaya Technologies reserves the right to deny Licensee access to the Software or Services (or any part thereof) if Pitaya Technologies reasonably believes that any loss, theft or unauthorized use of Licensee Access Information has occurred which must first be communicated to licensee in writing. Licensee must inform Pitaya Technologies of, and hereby grants to Pitaya Technologies permission to use, Licensee Access Information to enable Pitaya Technologies to provide the Services to Licensee, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services Pitaya Technologies may provide to Licensee in the future.

6. PERMITTED DISCLOSURES. Licensee acknowledges and agrees that in order to provide Licensee with access to and use of the Software and Services, Pitaya Technologies may provide Licensee Access Information and Account Data to (i) Licensee's employee or agent who is identified in the Registration Data as the current system administrator for the Licensee's account (the "Current Administrator"), (ii) such other Licensee employee or agent who may be designated by Licensee as a replacement administrator for the Licensee's account by following the procedures required by Pitaya Technologies to effectuate such replacement, and (iii) any other person identified as an authorized user of the Software in the set-up interview form or in any subsequent communication to Pitaya Technologies (collectively, "Information Recipients").

7. SOFTWARE USE, STORAGE AND ACCESS. Pitaya Technologies shall have the right, in its sole discretion and with reasonable notice posted on the Pitaya Technologies site and/or sent to Licensee at the Current Administrator's email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space Licensee has on the Software at any time, and (ii) the number of times (and the maximum duration for which) Licensee may access the Software in a given period of time. Pitaya Technologies reserves the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide Licensee with electronic or written notice within thirty (30) days after such change. Licensee may reject changes by discontinuing use of the Software and Services to which such changes relate. Licensee's continued use of the Software or Services will constitute Licensee's acceptance of and agreement to such changes. Pitaya Technologies may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Pitaya Technologies will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

8. PRIVACY. For details about Pitaya Technologies's privacy policies, please refer to the Pitaya Technologies Privacy Statement, accessible via the Pitaya Technologies site. Licensee agrees to the terms and conditions of the Pitaya Technologies Privacy Statement, as it may be amended from time to time, which is incorporated herein by reference.

9. FEEDBACK. Pitaya Technologies may provide Licensee with a mechanism to provide feedback, suggestions and ideas about the Software, Services or other Pitaya Technologies online products and services ("Feedback"). Licensee agrees that Pitaya Technologies may, in its sole discretion, use the Feedback in any way, including in future modifications of the Software, Services, multimedia works and/or advertising and promotional materials relating thereto. Licensee hereby grants Pitaya Technologies a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute and display for any purpose any information Licensee provides to Pitaya Technologies in the Feedback.

10. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PITAYA TECHNOLOGIES AND ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. PITAYA TECHNOLOGIES DOES NOT WARRANT THAT SOFTWARE OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OR OTHER PROGRAM LIMITATIONS. PITAYA TECHNOLOGIES ATTEMPTS TO ENSURE THAT THE PITAYA TECHNOLOGIES ACCOUNT DATA STORED ON PITAYA TECHNOLOGIES'S SERVERS IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SOFTWARE OR SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE IS DESIGNED TO SUPPORT USERS WHOSE PRINCIPAL PLACE OF BUSINESS IS WITHIN THE UNITED STATES OF AMERICA AND ITS TERRITORIES, AND PITAYA TECHNOLOGIES DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, THAT THE SOFTWARE WILL OPERATE TO SUPPORT USERS WHOSE PLACE OF BUSINESS IS OUTSIDE THE UNITED STATES OF AMERICA. THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT PITAYA TECHNOLOGIES AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. PITAYA TECHNOLOGIES EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT LICENSEE'S USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES- OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT LICENSEE'S USE OF THIS SOFTWARE, SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS LICENSEE'S RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT LICENSEE AND LICENSEE'S BUSINESS.

11. LIMITATION OF LIABILITY. THE ENTIRE CUMULATIVE LIABILITY OF PITAYA TECHNOLOGIES AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE TO PITAYA TECHNOLOGIES FOR THE SOFTWARE OR SERVICES, AS APPLICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PITAYA TECHNOLOGIES AND ITS SUPPLIERS DISCLAIM AND SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATIONS FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LICENSEE'S INABILITY TO ACCESS LICENSEE'S PITAYA TECHNOLOGIES ACCOUNT DATA FOR WHATEVER REASON, LOSS OF PROFITS OR INVESTMENT, GOODWILL, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PITAYA TECHNOLOGIES OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PITAYA TECHNOLOGIES BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF LICENSEE'S RECEIPT OF OR PARTICIPATION IN ANY THIRD PARTY SERVICES OR THIRD PARTY WEBSITES. IN NO EVENT DOES PITAYA TECHNOLOGIES ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN LICENSEE ARISING OUT OF LICENSEE'S USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. IN ADDITION, PITAYA TECHNOLOGIES SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DISCLOSURES BY PITAYA TECHNOLOGIES TO ANY INFORMATION RECIPIENT IN ACCORDANCE WITH SECTION 6 HEREOF OR ANY USE OF THE LICENSEE ACCESS INFORMATION OR PITAYA TECHNOLOGIES ACCOUNT DATA BY THE INFORMATION RECIPIENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PITAYA TECHNOLOGIES AND LICENSEE. PITAYA TECHNOLOGIES WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS.

12. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT").

i. Consent to Electronic Communications. Pitaya Technologies may be required by law to send Electronic Communications (as defined below) to Licensee that may pertain to the Software, the use of information Licensee may submit to Pitaya Technologies, and any applicable Services. Licensee agrees that Pitaya Technologies may send Electronic Communications to Licensee by email and/or may make Electronic Communications available to Licensee by posting them at one or more of our sponsored websites, such as www.meetpitaya.com. Licensee consents to receive these Electronic Communications electronically.

The term "Electronic Communications" means any notice, record, agreement, or other type of information that is made available to Licensee or received from Licensee in connection with the Software and any applicable Services.

ii. Consenting to Do Business Electronically. The decision whether to do business electronically is Licensee's, and Licensee should consider whether Licensee has the required hardware and software capabilities described below. Licensee's consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Services.

iii. Hardware and Software Requirements. In order to access and retain an electronic record of Electronic Communications, Licensee will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "ACCEPT" button, Licensee is confirming to us that Licensee has the means to access, and to print or download, Electronic Communications. We do not provide ISP services. Licensee must have its own Internet service provider.

iv. Withdrawal of Consent. If Licensee later decides that it does not want to receive future Electronic Communications, it may write to us at Privacy Team Pitaya Technologies Inc, 182 Howard St #702, San Francisco, CA 94105 clearly stating the desire to withdraw consent of Electronic Communications. If Licensee withdraws the consent to receive Electronic Communications, we may terminate Licensee's use of the Software or any applicable Services.

v. Changes to Email Address. Licensee agrees to notify us promptly of any change in Licensee's email address by logging on to the Software and updating your contact information, including your email address.

vi. Printing. Licensee may print any Electronic Communications by using the web browser's print function.

13. AMENDMENT. Pitaya Technologies shall have the right, to change or add to the terms of its Agreement at any time, (provided that it is not Pitaya Technologies's intent that such change substantially affect the license rights granted to Licensee in Section 1 and for which consideration was paid by Licensee) and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Pitaya Technologies determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any Pitaya Technologies sponsored web site, including but not limited to www.meetpitaya.com. Any use of the Software by Licensee after Pitaya Technologies's publication of any such changes shall constitute Licensee's acceptance of this Agreement as modified.

14. TERMINATION. Licensee's rights under this Agreement may be terminated or suspended by Pitaya Technologies with notice if Licensee or any of its authorized users fails to comply with any term or condition of this Agreement or Licensee no longer consents to receive Electronic Communications in accordance with Section 12. Additionally, Pitaya Technologies reserves the right (but has no obligation) to delete all Licensee Access Information and Account Data stored on Pitaya Technologies's servers if the subscription has been terminated or if Licensee has not renewed a subscription for the Software. Upon termination Licensee must immediately cease using the Software and Services. Any termination of this Agreement shall not affect Pitaya Technologies's rights hereunder. Further, Licensee agrees that upon termination of the Agreement as provided in this Section 14 or non-renewal of the subscription by Licensee in accordance with Section 3, Pitaya Technologies shall not be liable to Licensee or any third party for any termination of Licensee's access to the Software or deletion of the Licensee Access Information and PITAYA TECHNOLOGIES Account Data. Licensee agrees to defend, indemnify and hold Pitaya Technologies harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from Licensee's or any of its authorized users' violation of this Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of the Agreement.

15. THIRD PARTY SERVICES. In connection with the Licensee's use of the Software, Licensee may be made aware of services, products, offers and promotions provided by third parties, and not by Pitaya Technologies ("Third Party Services"). If Licensee decides to use Third Party Services, Licensee is responsible for reviewing and understanding the terms and conditions governing any Third Party Services. Licensee agrees that the third party, and not Pitaya Technologies, is responsible for the performance of the Third Party Services.

16. THIRD PARTY WEBSITES. The Software may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of Pitaya Technologies. Pitaya Technologies is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Pitaya Technologies does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software or Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Pitaya Technologies of any information contained in any Third Party Website. In no event will Pitaya Technologies be responsible for the information contained in such Third Party Website or for Licensee's use of or inability to use such website. Access to any Third Party Website is at Licensee's own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of Pitaya Technologies. Pitaya Technologies is not responsible for such provisions, and expressly disclaims any liability for them.

18. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

19. MISCELLANEOUS. This Agreement (and any additional terms and conditions with which Pitaya Technologies amends or supplements this Agreement) is a complete statement of the agreement between Licensee and Pitaya Technologies, and sets forth the entire liability of Pitaya Technologies and its Suppliers and Licensee's exclusive remedy with respect to the Software and Services and their use. Licensee agrees that Pitaya Technologies is not acting as Licensee's agent or fiduciary in connection with Licensee's use of the Software or any Services. The Suppliers, agents, employees, distributors, and dealers of Pitaya Technologies are not authorized to make any additional representations, commitments, or warranties binding on Pitaya Technologies. Any waiver of the terms of this Agreement by Pitaya Technologies must be in a writing signed by an authorized officer of Pitaya Technologies and expressly referencing the applicable provisions of this Agreement. Licensee may not assign any of its rights or delegate any of its duties under this Agreement without Pitaya Technologies's prior written consent. Pitaya Technologies shall not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The party bringing the suit consents to the exclusive jurisdiction and venue of the courts located in the county / district of the other party’s business.

20. DEFINITIONS.

“Written notification” shall mean to include communications via email, fax or US Postal service or other common carrier that is sent to one or

more of the stated addresses or fax numbers provided in the agreement.

“Receipt of Written Communication” shall be deemed received upon sending of the communication.