Definitions
In addition to any definitions set out elsewhere in the Agreement, defined terms shall have the meaning set out below:
Agreement means the Purchase Order, these General Terms and the appended data processing agreement (if applicable) as well as any Customer-specific supplementary agreement
Authorised Users means the users or groups of users authorised by raffle.ai to make use of the Customer's Services as set out in Purchase Order.
Authenticated Users means those Authorised Users who require a personal login to the Services.
Clause means the clauses of these General Terms.
Customer means the legal entity specified as such in the Purchase Order.
Deliverables means any applications, widgets, extensions or other software and Updates thereto delivered by raffle.ai as part of the Services
Documentation means the description available on https://www.raffle.ai/legal/saasdocumentation/ as amended by raffle.ai from time to time with details on the Services, Support, and the technical prerequisites.
General Terms means these raffle General Terms and Conditions.
Monthly Fees means the monthly fees for the applicable Service Plan payable throughout the Term.
Parties mean Customer and raffle.ai collectively.
Party means either of Customer or raffle.ai.
Purchase Order means the purchase order sent to the Customer by raffle.ai based on the order made by the Customer to raffle.ai.
raffle.ai means raffle.ai ApS.
raffle IP Rights means copyrights, designs, patents, trademark rights, domain names, any other proprietary intellectual property rights, and know-how to the Services including the software, any Updates, and the Documentation.
raffle Platform means the management tool provided as part of the Services which depending on the Service Plan grants access to business intelligence, user rights management, Service Plan upgrades, and Source selection.
raffle Search means the AI-powered virtual search engine included as the core of the Services.
Services means the AI-as-a-service included in the Service Plan, including raffle Search, raffle Platform, Support, maintenance, and underlying server infrastructure services provided by raffle.ai in accordance with these General Terms.
Schedule means a schedule to the Agreement.
Service Plan means the raffle.ai service plan and the features and services included therein which the Customer subscribes for as set out in thePurchase Order.
Source(s) means each of the systems or other knowledge bases which can be searched using the applicable raffle Search as chosen by the Customer and as set out in the Purchase Order.
Support means the software support operated and made available by raffle.ai as further described in Clause 7
Update means software or patches, fixes, and/or enhancements to the software (including Deliverables) created and released by raffle.ai as part of the Services.
Services
1. Use of the Services
1.1 raffle.ai grants Customer a non-transferable and non-exclusive right to use the Services subject to the terms and conditions set out in the Agreement and Customer's payment of all applicable fees under the Agreement.
1.2 Customer may only use the Services for the Customer's business purposes in accordance with these General Terms (including Clause 4) and the Documentation. The Customer may not decompile, modify, reverse engineer, or create derivative works of the Services.
1.3 Customer agrees not to transfer, sublicense, lease, lend, or in any other way make available the Services in whole or in part to a third party.
2. Licensing of Third-Party Software
2.1 The Services are partially comprised of certain open-source software components as set out in the Documentation, which is subject to the terms and conditions of the respective open-source license agreements.
3. Scope of Services
3.1 The Services include provision of raffle Search with features consistent with the Service Plan subscribed for by the Customer and covering the Sources, both as set out in the Purchase Order.
3.2 Customer may upgrade the Service Plan and add Sources in the raffle Platform. A newPurchase Order will be sent to the Customer upon confirmation. The corresponding changes to the Monthly Fee shall accrue from the date thereof.
3.3 Customer accepts that raffle.ai makes Updates. raffle.ai shall inform Customer of major Updates. raffle.ai is not obligated to provide or procure any Updates, except such Updates necessary to keep the Services in an operational state.
4. Users
4.1 Customer is obliged to control and limit which users have access to the Services so as to ensure that only Authorised Users can make use of the Services. If the Customer has more than one raffle Search Service Plan, Customer is solely responsible for ensuring which users have access to the relevant raffle Search and thus the underlying Sources and Customer data.
4.2 Each individual Authenticated User will upon request be provided with an authentication for the Services only to be used by that individual. Customer is responsible for the users' authentications and all activity carried out in relation to its Authenticated Users' accounts. Customer and its Authenticated Users must keep authentications confidential, and Customer undertakes to immediately shut down accounts of Authenticated Users who are no longer Authorised Users. Customer must notify raffle.ai immediately in case of any possible misuse of authentications or any security incident related to the Services.
4.3 If part of the Customer's chosen Service Plan, each individual Authenticated User may inherit such user rights as designated by Customer in each of Customer's Source(s) or in the operating environment of Customer when using the Services.
5. Access to the Services
5.1 To use raffle Search, running the latest version of a common, generally approved operating system is required, i.e. Microsoft Windows, Mac OS, iOS, Linux, and Google Android. Further technical requirements for each Source may be set out in the Documentation.
5.2 raffle.ai provides standard integrations for Customer to use the Services with Customer's chosen Source(s). An overview of available Source(s) can be found in the Documentation
5.3 The raffle Platform may be accessed through a web browser. To use the raffle Platform. running the latest version of a common, generally approved web browser is required as set out in the Documentation.
6. Availability
6.1 raffle.ai shall provide the Services in accordance with the service description provided in the Documentation.
6.2 Customer is aware of and accepts that planned, as well as unplanned, downtime can occur and that raffle.ai guarantees a 99.9% uptime.
7. Support
7.1 raffle.ai shall provide Support for Customer for all service requests regarding the Services. The Support is responsible for the life-cycle management of all error categorization and Support as well as service requests and for keeping Customer informed of progress and advising on workarounds.
7.2 All communication regarding Support and maintenance shall take place as described in the Documentation.
8. Customer Obligations
8.1 Customer shall follow all reasonable instructions and recommendations given by raffle.ai in respect of use of the Services. Customer shall cover any additional costs of raffle.ai incurred by Customer not fulfilling its obligations.
9. Exclusions
9.1 raffle.ai's Services including Support do not cover the following or in the following situations:
- hardware, software, or other components which are not part of the Services;
- errors or problems caused by or contributed to by hardware, software, or other components which are not provided by raffle.ai;
- errors or problems caused by Customer or an Authorised User not following the instructions and recommendations from raffle.ai;
- if Customer has rejected the implementation of any Update
- errors or problems caused by third parties not acting on behalf of raffle.ai; or
- Customer not fulfilling his obligations in this Agreement, including as set out in Clause 8.
Common Terms
10. Price and Payment
10.1 All fees are specified in the Purchase Order.
10.2 All fees are exclusive of VAT and other applicable taxes which shall be paid by Customer.
10.3 If not otherwise agreed in the Purchase Order, raffle.ai shall be entitled to invoice Customer annually in advance. All invoices issued by raffle.ai shall be paid within 30(thirty) days from the date of the invoice.
10.4 Late payments will incur interest at a rate of 2% (two per cent) per month until payment is received.
10.5 If not otherwise agreed, the fees shall be subject to indexation every year on 1 January in accordance with changes in the preceding year (from 1 April to 1 April) in the Harmonised Index of Consumer Prices (HICP) for the European Union (currently, price index 105.76 for 2020, full data available on https://ec.europa.eu/eurostat/databrowser/view/prc_hicp_aind/default/table?lang=en). If the change in the index is negative, no adjustment will be made
11. Confidentiality
11.1 Each Party shall maintain confidentiality of the other Party's confidential information. In particular, Customer shall keep the terms of this Agreement, any Deliverables, and all other information obtained by the Customer, its employees or advisors in connection withthis Agreement confidential.
11.2 The Customer may provide access to the Agreement to a third-party providing services to Customer, provided such third party to whom the information is disclosed is made aware of the confidentiality obligations under this Agreement and provided the Customer imposes similar confidentiality obligations on such third party. Customer shall be liable for any misappropriation or disclosure of any of the materials set out above by such third party in breach of this Agreement.
11.3 Upon termination of this Agreement, for whatever reason, the Parties shall immediately return or irrevocably delete all documents or other materials, which have been received from the other Party, except materials that in accordance with statutory requirements must be maintained for archiving purposes or personal data subject to the Data Processing Agreement. Upon the other Party’s request, each Party shall confirm the deletion in a written statement to the other party.
11.4 raffle.ai shall not in any way be restricted from using any general and specific knowledge and know-how obtained from Customer.
12. Customer data
12.1 Customer data stored via the Services is the property of Customer.
12.2 raffle.ai is entitled to process Customer's data for the purpose of Customer's use of the Services, including through scraping the Customer's website, through the Customer's upload to cloud infrastructure included in the Services, or through connection of the Services to a Source, whereby all data of the Source will be indexed, used for training each Customer-specific raffle Search model, and otherwise processed by raffle.ai. Customer is solely responsible for ensuring which data is made available to raffle.ai and for informing raffle.ai of which Source(s) can be searched by each individual raffle Search.
12.3 Each Party shall retain ownership to its own or its licensors’ intellectual property rights. Customer shall indemnify and hold raffle.ai harmless from any claim that Customer data infringes third party intellectual property rights or infringes applicable law.
12.4 Upon request, Customer is entitled to have raffle.ai delete Customer's data. Customer is to pay raffle.ai to do so.
12.5 raffle.ai shall protect any Customer data, including personal data and any data confidential in nature in accordance with Clause 11, in accordance with the Data Processing Agreement.
12.6 Irrespective of Clause 11 and this Clause 12, raffle.ai may use Customer data for the purposes of improving the Services or other of raffle.ai's offerings. For such use, Customer agrees that all Customer data undergo an anonymisation process designed to ensure that no personal data is processed by raffle.ai in pursuit of raffle.ai's purposes.
12.7 Notwithstanding Clause 11.3 and 12.4, raffle.ai shall be entitled to keep anonymised data which have been generated through Customer's use of the Services, including questions asked and answers given.
13. Personal Data
13.1 Customer must comply with applicable data protection law and shall be considered data controller for any personal data processed under this Agreement.
13.2 Any processing of personal data carried out by raffle.ai on behalf of Customer is done solely pursuant to Customer's instructions. The Parties have agreed on the data processing agreement in Schedule 1, which stipulate the rights and obligations of the Parties regarding processing of personal data.
14. Limitation and Exclusion of Liability
14.1 raffle.ai shall not be liable for any of the following losses or damage (whether such losses or damage were foreseeable, known or otherwise):
a. loss of revenue or any other loss of business;
b. loss of actual or anticipated profit;
c. damage or corruption to or loss of data or programmes and any consequences of not having access to data or programmes;
d. loss of goodwill;
e. loss of data;
f. loss of anticipated savings;
g. business interruption;
h. subject to Clauses 15.2-15.7 any loss related to third party claims of whichever nature, including claims related to the delay of implementation or upgrading projects; or
i. any indirect, special, or consequential loss.
14.2 The total aggregate liability of raffle.ai in any one calendar year under this Agreement, including by way of tort and indemnity in any form, shall in no event exceed the Monthly Fees paid in the 12 months leading up to such liability event.
15. Intellectual Property Rights
15.1 Any raffle IP Rights shall remain solely with raffle.ai.
15.2 If a third-party claims that raffle.ai or the Services infringe third party rights, Customer shall immediately inform raffle.ai in writing and raffle.ai shall take over the defence of the claim. raffle.ai shall at its cost have full control of any proceedings arising out of any claim of infringement of third-party rights. Customer shall give raffle.ai all reasonable assistance in respect of any such proceedings. Customer may not make any admission as to liability and shall not agree to any settlement or compromise any action without the prior written consent of raffle.ai.
15.3 raffle.ai agrees to indemnify Customer against any damages and costs imposed on Customer by a court of competent jurisdiction or any settlement sum approved by raffle.ai as a result of a claim by a third party that the use by Customer of the Services in accordance with the terms of this Agreement infringes the intellectual property rights of that third party, provided that such indemnity shall only apply if and to the extent that Customer has not been provided with a work around solution or an alternative license obtained by raffle.ai from such third party.
15.4 If raffle.ai cannot on commercially reasonable terms provide a work around or an alternative license, then raffle.ai can terminate the Agreement with respect to the affected parts of the Services (as relevant).
Customer shall refrain from using the affected parts of the Services and raffle.ai shall not charge further on-going fees to the affected parts of the Services.
15.5 The foregoing rights of Customer shall be the sole remedies available to Customer in the event of third-party infringement claims.
15.6 raffle.ai shall not be liable for indemnifying Customer for any costs or damages if the infringement claim (i) is based on the use of an amendment, change, or modification made to the Services by any person other than raffle.ai or any supplier to raffle.ai; (ii) is based on a combination of the Services with other systems not provided by raffle.ai; (iii) if the Services are not being used in accordance with the Documentation; or (iv) if the alleged infringement would have been avoided or otherwise eliminated by the use of an Update which Customer has rejected
15.7 If Customer becomes aware of any infringement or potential infringement of raffle IP Rights, it shall promptly notify raffle.ai in writing.
16. Term and Termination
16.1 After the expiration of three (3) years from the date of the Purchase Order, during which the Agreement cannot be terminated (except to the extent explicitly allowed for in the Agreement), the Agreement is automatically renewed for another one (1) year-period each year until Customer terminates this Agreement with effect on the last day of such a one (1) year-period by giving three (3) months' written notice.
16.2 After the expiration of three (3) years, during which the Agreement cannot be terminated, raffle.ai may terminate the Services with effect on the last day of a month by giving three (3) months' written notice.
16.3 If Customer or raffle.ai is in material breach of any of its obligations under this Agreement and such breach is not remedied within 30 days after the receipt of a written notice hereof, or if the breach is not curable, the non-breaching party shall without further notice, be entitled to terminate the Agreement with immediate effect.
16.4 In case of termination of this Agreement, irrespective of the reason therefore, Customer shall immediately cease any use of the Services and be under an obligation to return all material related hereto to raffle.ai, including Documentation. In case of termination due to Customer's material default, Customer shall not be entitled to receive repayment of any of the payments made under the Agreement.
16.5 All obligations of the Parties under Clauses 15 and 11 shall survive the termination of the license granted under this Agreement in addition to those Clauses that in accordance with their content are of a surviving nature.
17. Notifications of Changes
17.1 raffle.ai may change these General Terms or the data processing agreement in Schedule 1 from time to time. The current version of these General Terms and the Data Processing Agreement in Schedule 1 are available on raffle's website, at www.raffle.ai/legal/terms-and-conditions and www.raffle.ai/legal/data-processing. raffle.ai will notify the Customer directly of all material changes with reasonable notice (in no event less than one (1) month). If such material changes have material adverse effects for the Customer, the Customer will have thirty (30) calendar days from the notification date to object to the change in writing to raffle.ai. The objection of the Customer must be well-founded. Such objection will entitle the Customer to terminate this Agreement with effect from the date of the material changes. Absence of any objections from the Customer shall be deemed a consent to the change.
17.2 raffle.ai shall notify Customer regarding developments, which could significantly impede raffle.ai's current or future ability to provide the Services.
18. Use of Subcontractors
18.1 raffle.ai shall be responsible for its use of any subcontractors, as if raffle.ai had performed such services itself.
18.2 Entering into this Agreement, raffle.ai makes use of the subcontractors set out in the Documentation, which Customer hereby approves. For underlying cloud infrastructure, raffle.ai uses Microsoft Azure. Customer accepts the standard terms of the chosen subcontractor for underlying cloud infrastructure in effect from time to time.
18.3 Irrespective of the above, raffle.ai may freely perform further outsourcing or chain outsourcing of services.
19. Compliance with Law and Policies
19.1 raffle.ai agrees to comply with laws, regulatory requirements, and guidelines applicable to it as a service provider during this Agreement.
20. Force Majeure
20.1 Neither Party shall be liable for failure or delay in performance of its responsibilities hereunder when such failure or delay is caused by wars, riots, uprisings, general strikes or labour disturbances, fire, flooding, natural disasters, monetary restrictions, trade embargoes, epidemics, transportation delays, interruption or breakdown in energy or internet supplies, compliance with the laws, acts, orders, rules, or regulations of any government body, or any other cause whether or not similar to those specified herein, beyond the reasonable control of the said Party.
21. Assignment
21.1 raffle.ai reserves the right to transfer its rights and obligations under this Agreement to another party, provided: (i) that such party is controlling, controlled by, or under common control with raffle.ai; or (ii) that transfer is made to a third party in connection with a bona fide transfer of all or a part of raffle.ai’s business.
21.2 Customer shall not be entitled to assign the Agreement nor any rights or obligations under the Agreement.
22. Customer Reference
22.1 raffle.ai shall have the right to use Customer as a reference, e.g. on its website, in press communications, and other marketing material, including case stories.
23. Governing Law, Venue and Jurisdiction
23.1 This Agreement shall be governed and construed in accordance with the laws of Denmark applied without giving effect to the UN Convention on Contracts for the International Sale of Goods and any conflict of law principles.
23.2 If the Parties do not succeed in solving a dispute amicably, the dispute shall be settled finally and with binding effect by arbitration in accordance with the Rules of Arbitration Procedure of the Danish Institute of Arbitration.
23.3 All members of the arbitration tribunal must be appointed by the Institute.
24. Severability
24.1 The invalidity or unenforceability of any term or any part of any term of, or any right arising pursuant to, this Agreement shall no affect the validity or enforceability of any other terms or rights or the remainder of any such term or right which shall continue in full force and effect except for any such invalid or unenforceable provision or part thereof.
25. Entire Agreement
25.1 This Agreement constitutes the entire agreement and supersedes any previous agreements between the Parties relating to its subject matter. In the event of a conflict between terms of the Agreement, specific deviations expressly stated in the Purchase Order shall take precedence over these General Terms. In the event of other descrepancies, the following order of precedence shall apply: The Purchase Order, these General Terms, data processing agreement, the Documentation, any other documents.
raffle.ai ApS, CVR: 39747189, General Terms & Conditions, version 4.0 applied on date: 04.11.2021
