Terms and conditions

Thursday, November 5, 2020

Definitions

In these general terms and conditions, defined terms shall have the meaning set out below:

Agreement means the SaaS License Agreement including its Schedules.

Configuration means a configuration or other adaption to the Licensed Software based on standard functionality in the Licensed Software and not encompassing any development (i.e. coding) or changes to the Licensed Software.

Clause means the clauses of these General Terms.

Consultant means any advisor subject to confidentiality.

Customer means the legal entity specified as such in the SaaS License Agreement.

Customisations means any amendments to the Licensed Software other than Configurations.

Deliverables means the Updates and Releases delivered by raffle.ai.

Effective date means the date of signing the Agreement.

General Terms means these raffle General Terms and Conditions.

Initial License Fee means the initial license fee for migration of data and other implementation costs as set out in the SaaS License Agreement (if applicable).

Knowledge Bases means each of the systems which can be searched using the Licensed Software as set out in the SaaS License Agreement.

Licensed Software means the Products specified in Schedule 1, including raffle, as well as any Deliverables which shall be delivered through the SaaS Services.

Monthly SaaS Fees means the monthly fees for SaaS Services payable throughout the Term.

Parties mean Customer and raffle.ai collectively.

Party means either of Customer or raffle.ai.

Products are the product specified in Schedule 1.

raffle.ai means raffle.ai ApS.

raffle Application or App means an application developed by raffle.ai which provides an alternative user interface to utilizing raffle (instead of the raffle API) and thus providing the means to engage with Customer's Knowledge Base.

raffle Application Programming Interface or raffle API means the interface implemented in the Licensed Software to enable interaction with other software and integration with Customer's Knowledge Base.

raffle IP Rights means copyrights, designs, patents, trademark rights, any other proprietary rights, and know-how to the Licensed Software, any Deliverables and SaaS Documentation.

Release means a new major or upgraded version of the raffle API, which is designated as a release by raffle.ai.

SaaS means software-as-a-service.

SaaS Documentation means the description of the SaaS Services, including raffle API, Premium Support or Support contact details, and the necessary prerequisites from Customer as set out in a dedicated webpage provided by raffle.ai, all as amended by raffle.ai from time to time.

SaaS Services means the license of the Licensed Software, application support, maintenance, and underlying server infrastructure services provided by raffle.ai in accordance with these General Terms, namely Clause 5.

Schedule means a schedule to the Agreement.

Support means the software support operated and made available by raffle.ai as further described in Clause 9.

Update means software or patches, fixes, and/or enhancements to the software created and released by raffle.ai.

Working Day means any day other than a Saturday, a Sunday, a public holiday in Denmark or a day on which businesses are not generally open for business in the country of use.

License

1 Rights

1.1 raffle.ai grants Customer a non-transferable and non-exclusive right to use the Licensed Software subject to i) the terms and conditions set out in this Agreement, ii) the individual licensing metrics set out in Schedule 1 (if any), and iii) Customer's payment of all applicable fees under the Agreement.

2 Use of the Licensed Software and the SaaS Services

2.1 Customer may only use the Licensed Software and the SaaS Services in accordance with Clause 1.1 and for processing of Customer's data in order to enable employees of Customer to search, find, and monitor such data and to monitor the employees' use of the Licensed Software.
2.2 Only employees, executives, and directors of Customer are permitted to use the Licensed Software under this Agreement.
2.3 Customer shall not to a third party transfer, sublicense, lease, lend, or in any other way make available the Licensed Software in whole or in part, except as set out Clause 24.

3 Amendments, Changes etc. to Licensed Software

3.1 If possible for Customer to change Configurations or make Customisation, any Configuration or Customisation created by Customer is Customer’s sole responsibility, risk, and liability, and Customer shall indemnify raffle.ai against any claim made against raffle.ai which such Configuration or Customisation may give rise to. Further, raffle.ai shall be entitled to separately charge Customer for any support work related to such Configurations or Customisations.

4 Licensing of Third Party Software

4.1 The Licensed Software contains certain open source software components, as set out in the SaaS Documentation, which is subject to the terms and conditions of the respective open source license agreements.

SaaS Services

5 Scope and terms of SaaS Services

5.1 The SaaS Services cover:
• Provision of the Licensed Software;
• Cloud infrastructure;
• Support;
• Maintenance on the Licensed Software; and
• Back-up and recovery services.
as further described and detailed in these General Terms and in the SaaS Documentation.

5.2 Customer accepts that raffle.ai makes Updates to the SaaS Services. raffle.ai shall inform Customer of major Updates.

5.3 raffle.ai provide the raffle API for Customer to use the Licensed Software and to integrate the Licensed Software with Customer's Knowledge Base.

5.4 The delivery setup of the underlying cloud infrastructure has been based on the information provided by Customer as set out in the SaaS License Agreement. If Customer’s use is more demanding than what is supported by the standard setup, Customer may request an expansion, e.g. additional users, server capacity, processor power, memory, disk, backup, dedicated communication connection, etc. against corresponding changes to the Monthly SaaS Fee. raffle.ai shall not unreasonably reject such request.

5.5 Migration of data from Customer's Knowledge Base into cloud storage of Customer's choice (limited to the cloud suppliers specified in the SaaS Documentation) linked to the Licensed Software is included in the Monthly SaaS Fees unless an Initial License Fee has been set out in the SaaS License Agreement.

5.6 Installation, Configuration, and Customisation of the Licensed Software is not part of the SaaS Services, but shall be treated as separate services provided either by raffle.ai as set out in the SaaS License Agreement, or by Customer or a Consultant in which case raffle.ai bears no responsibility for the Installation, Configuration, and Customisation.

5.7 Customer sets out the Products in Schedule 1. Customer may request to add more Products to the Agreement against corresponding changes to the Monthly SaaS Fee. raffle.ai shall not unreasonably reject such request.

6 Users

6.1 Each user will upon request be provided with an authentication for the Licensed Software only to be used by that individual user. Customer is responsible for the user's authentications and all activity carried out in relation to user's account, including any potential use by third parties that take place through the user's account. Customer and the user must keep authentications confidential, and Customer undertakes to immediately shut down accounts of users that are no longer employed with Customer. Customer must notify raffle.ai immediately in case of any possible misuse of authentications or any security incident related to the Licensed Software.

6.2 Customer may also allow external consultants access to the Software, if (i) such access is necessary in order for the external consultants to reasonably carry out their tasks under their consultancy agreement with Customer, and (ii) the external consultants are not engaged in or affiliated with any business that competes with raffle.ai. If Customer is in doubt regarding (ii), Customer must in writing consult raffle.ai before granting access to the Licensed Software.

6.3 When using the Licensed Software, each user shall inherit such user rights as designated by Customer in each of Customer's Knowledge Bases or in the operating environment of Customer. Also, Customer is obliged to control and limit which of its employees have access to the Licensed Software as users.

7 Subscription to the Licensed Software

7.1 The Licensed Software is delivered as an online SaaS operated by raffle.ai and may be accessed through the raffle App in some instances through the raffle API. In order to use the Licensed Software, running the latest version of a common, generally approved operating system is required, i.e. Microsoft Windows, Mac OS, iOS, Linux, and Google Android.

7.2 The dashboard for management business intelligence, which is a part of the Licensed Software, may be accessed through a web browser. In order to use the dashboard, running the latest version of a common, generally approved web browser is required, i.e. Edge, Firefox, Chrome, or Safari.

7.3 Customer may use the raffle App for the Licensed Software or the raffle API and software add-ins enabling partial automatic integration of data into the Licensed Software. The raffle App may be updated on a continuous basis using Updates. The raffle API and software add-ins may be updated on a continuous basis using Releases or Updates. Customer will generally be notified of Releases with 4 weeks' notice, if reasonably possible.

7.4 The Licensed Software is delivered with a user interface (UI) in the English language. The UI is convertible to other localizations and languages, of which the content and quality is provided “as is”, in the sense that the English UI will use the correct and standardized terms of the industry, while other languages may contain incorrect or even misleading terms. raffle.ai provides no guarantee, warranty nor support for other languages than English.

7.5 raffle.ai is not obligated to provide or procure any updates to the Licensed Software, except such updates necessary to keep the Licensed Software in an operational state.

8 SaaS Services Availability

8.1 raffle.ai shall provide the SaaS Services in accordance with the SaaS Documentation, the service description provided in the SaaS Documentation.
8.2 Customer is aware of and accepts that planned, as well as unplanned, downtime can occur and that the Supplier does not guarantee a specific operational stability, response time, or performance. However, the Supplier guarantees at least a 99,5% uptime monthly.

9 Support

9.1 raffle.ai shall provide a support chat as the single point of contact for Customer for all service requests regarding the SaaS Services. The support chat 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.

9.2 All communication regarding Support and maintenance shall take place to the support chat available on the website www.raffle.ai or to the raffle support number stated on the website www.raffle.ai.

9.3 The language of communication shall be English.

9.4 raffle.ai shall use its best endeavours to meet any target resolution time set out in the SaaS Documentation, however, raffle.ai does not warrant that such target resolution time can be met.

9.5 Premium Support includes technical support during specific hours as described in Schedule 1.

10 Customer Obligations

10.1 Customer is responsible for integrating raffle API in Customer's environment.

10.2  It is a condition for the provision of the SaaS Services, that Customer further performs the following obligations:
• Customer shall specify and participate as necessary to perform the migration of data as specified by raffle.ai in the SaaS License Agreement or as reasonably requested by raffle.ai;
• Customer shall follow all reasonable directions given by raffle.ai in respect of use of the Licensed Software and SaaS Services, however, any processing of personal data carried out by raffle.ai on behalf of Customer is done solely pursuant to Customer's instructions;
• Customer shall anonymize all data which have been generated through Customer's use of the Licensed Software, including questions asked and answers given, and deliver such anonymized data to raffle.ai for further development of the Licensed Software; and
• Customer shall keep the necessary connection lines and other prerequisites and deliveries as provided for in the SaaS Documentation.

10.3 Any costs related hereto shall be borne solely by Customer and Customer shall cover any additional costs of raffle.ai incurred by Customer not fulfilling its obligations.

11 Service Exclusions

11.1 raffle.ai's Support, maintenance and back-up and recovery services do not cover the following or in the following situations:
• hardware, software, or other components which are not part of the Licensed Software or the SaaS Services;
• errors or problems caused by or contributed to by hardware, software, or other components which are not provided by raffle.ai, including any Customisations or Configurations;
• errors or problems caused by Customer or an end user not following the instructions and recommendations from raffle.ai;
• if Customer has rejected the implementation of any Update, Release or similar;
• errors or problems caused by third parties not acting on behalf of raffle.ai, including in respect of changes to the Licensed Software;
• Customer not fulfilling his obligations in this Agreement, including as set out in Clause 10.

11.2 If Customer reports a fault through the Support, and raffle.ai, after due investigation, determines that it was covered by one of the above exclusions, the time spent by raffle.ai will be separately payable.

Common Terms

12 Price and Payment

12.1 The fees are specified in Schedule 1.

12.2 All fees are exclusive of VAT and other applicable taxes which shall be paid by Customer.

12.3 If not otherwise agreed in Schedule 1, raffle.ai shall be entitled to invoice Customer annually in advance. All invoices issued by raffle.ai shall be paid within 15 (fifteen) days from the date of the invoice.

12.4 Late payments will incur interest at a rate of 2% (two per cent) per month until payment is received.

12.5 In cases of changes to Customer's requirements for underlying cloud hosting, or of changes by the hosting provider of its prices, raffle.ai will charge corresponding changes to the Monthly License Fee to come into effect at the time of the change in accordance with the prices set out from time to time.

12.6 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 Danish net price index for services (currently, price index number 13.2, available on www.statistikbanken.dk/pris6). If the change in the index is negative, no adjustment will be made.

13 Cooperation and Service review

13.1 The Parties agree to cooperate throughout the process with a positive, professional, and responsible attitude. In this connection, the Parties shall show the flexibility that must be considered reasonable and usual in the performance of such contracts.

13.2 If necessary and upon the reasonable request by raffle.ai or Customer, raffle.ai and Customer shall arrange for a meeting at which the SaaS Services and other services provided under the Agreement shall be reviewed by them, and where possible improvements or changes shall also be discussed.

14 Confidentiality

14.1 Each Party shall maintain confidentiality of the other Party's confidential information. In particular, Customer shall keep the Licensed Software, any Deliverables and SaaS Documentation, the terms and conditions of this Agreement, and all other commercial, financial, technical information disclosed to or otherwise learned by Customer, its employees or advisors, in connection with this Agreement (whether disclosed orally, in documentary form, by demonstration, or otherwise) confidential.

14.2 If Customer wishes to provide access to the Licensed Software or to any Deliverable as part of the SaaS Services, or the SaaS Documentation to a third party providing consultancy or any services to Customer, such disclosure is permitted, provided such third party prior to any disclosure has signed and executed either a non-disclosure agreement directly with raffle.ai or a non-disclosure agreement approved by raffle.ai. Customer shall be liable for any misappropriation or disclosure of the Licensed Software or any of the materials set out above by such third party in breach of this Agreement and any non-disclosure agreement.

14.3 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 Schedule 3. Upon the other Party’s request, each Party shall confirm the deletion in a written statement to the other party.

14.4 Notwithstanding Clause 14.3, raffle.ai shall be entitled to keep anonymised data which have been generated through Customer's use of the Licensed Software, including questions asked and answers given, and which have been delivered to raffle.ai by Customer pursuant to Clause 10.2.

14.5 raffle.ai shall not in any way be restricted from using any general and specific knowledge and know-how obtained from Customer internally to further develop the Licensed Software.

15 Customer data

15.1 Customer data stored via the SaaS Services is the property of Customer. Upon request, Customer is entitled to i) receive a copy of the data in a standard industry format defined by raffle.ai or ii) delete Customer's data. Customer is to pay raffle.ai to do so.

15.2 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.

15.3 raffle.ai shall protect any Customer Data, including personal data and any data confidential in nature in accordance with Clause 14, in accordance with the Data Processing Agreement in Schedule 3.

15.4 Irrespective of Clause 14 and this Clause 15, raffle.ai may use Customer Data for the purposes of improving the Licensed Software or the SaaS Services or other of raffle.ai's offerings, including performing benchmarking. For such use, all Customer Data undergo an anonymization process at Customer designed to ensure that no personal data is processed by raffle.ai in pursuit of raffle.ai's purposes as set out in Clause 10.2.

16 Personal Data

16.1 Customer must comply with applicable data protection law and shall be considered data controller in this regard.

16.2 The Parties have agreed on the Data Processing Agreement in Schedule 3, which stipulate the rights and obligations of the Parties regarding processing of personal data.

17  Limitation and Exclusion of Liability

17.1 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 18.3-18.8 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.

17.2 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 SaaS Fees paid in the 12 months leading up to such liability event.

18 Intellectual Property Rights

18.1 Any IP Rights shall remain solely with raffle.ai.

18.2 The copyrights, patents, and other intellectual property rights to Customisations fully severable from the Licensed Software developed by  Customer shall vest with Customer. For the avoidance of doubt, such rights do not include the Licensed Software, methods, interfaces, or any sample software provided by raffle.ai.

18.3 If a third party claims that raffle.ai or the Licensed Software or the SaaS Services infringe third party rights, Customer shall immediately inform raffle.ai in writing and raffle.ai shall take over the defense of the claim. raffle.ai shall at its cost have full control of any proceedings arising out of any infringement of third party rights. 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. Customer shall give raffle.ai all reasonable assistance in respect of any such proceedings.

18.4 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 Licensed Software or the SaaS 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.

18.5 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 Licensed Software or the SaaS Services (as relevant). Customer shall refrain from using the affected parts of the Licensed Software and raffle.ai shall not charge further on-going fees to the affected parts of the Licensed Software.

18.6 The foregoing rights of Customer shall be the sole and exhaustive remedies available to Customer in the event of third party infringement claims.

18.7 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 by any person (other than any amendment, change, or modification made by raffle.ai or any supplier to raffle.ai); (ii) is based on a combination of the Licensed Software with other systems not provided by raffle.ai; (iii) if the Licensed Software is not being used in accordance with the SaaS Documentation; or (iv) if the alleged infringement would have been avoided or otherwise eliminated by the use of a Release or Update which Customer has rejected.

18.8 If Customer becomes aware of any infringement or potential infringement of IP Rights, it shall promptly notify raffle.ai in writing.

19. Term and Termination

19.1 After the expiration of three (3) years, during which the Agreement cannot be terminated, 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.

19.2 After the expiration of three (3) years, during which the Agreement cannot be terminated, raffle.ai may terminate the SaaS Services with effect on the last day of a month by giving three (3) months' written notice.

19.3 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.

19.4 In case of termination of this Agreement, irrespective of the reason therefore, Customer shall immediately cease any use of the Licensed Software and the SaaS Services and be under an obligation to return all material related hereto to raffle.ai, including SaaS 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.

19.5 All obligations of the Parties under Clauses 18 and 14 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.

20. Notifications

20.1 raffle.ai shall notify Customer regarding developments, which could significantly impede raffle.ai's current or future ability or possibilities to provide the Licensed Software or SaaS Services, upon receipt of which, Customer has the right to terminate the Agreement with immediate effect.

21. Use of subcontractors and cessation of use

21.1 raffle.ai shall be responsible for its use of any subcontractors, as if raffle.ai had performed such services itself.

21.2 Entering into this Agreement, raffle.ai makes use of the subcontractors set out in the SaaS Documentation, which Customer hereby approves. For underlying cloud infrastructure, raffle.ai uses Microsoft Azure per default unless otherwise provided in Schedule 1. Customers accept the standard terms of the chosen subcontractor for underlying cloud infrastructure in effect from time to time.

21.3 Customer must give raffle.ai 30 days' notice in case Customer chooses to change its preferred provider of underlying cloud infrastructure. raffle.ai may from time to time use additional subcontractors but shall give Customer no less than 30 days' notice thereof. Provided that Customer cannot reasonably accept such provider/subcontractor, Customer shall be entitled to terminate the SaaS Services for convenience without being liable to pay damages, termination fee, or any other payments to raffle.ai.

21.4 Irrespective of the above, raffle.ai may freely perform further outsourcing or chain outsourcing of services.

22. Compliance with law and policies

22.1 raffle.ai agrees to comply with laws, regulatory requirements, and guidelines applicable to it as a service provider during the course of this Agreement.

23. Force Majeure

23.1 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, 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.

24. Assignment

24.1 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 separate part of raffle.ai’s business.

24.2 Customer shall not be entitled to assign this Agreement.

25. Customer Reference

25.1 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.

26. Governing Law and Jurisdiction

26.1 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.

26.2 If the Parties do not succeed in solving a dispute amicably, the dispute shall be settled by the City Court of Copenhagen of first instance, unless the dispute according to Danish law must be settled by the Copenhagen Maritime and Commercial Court as the court of first instance.

27. Severability

27.1 The invalidity or unenforceability of any term or any part of any term of, or any right arising pursuant to, this Agreement shall not 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.

28. Entire Agreement

28.1 This Agreement, constitutes the entire agreement and supersedes any previous agreements between the Parties relating to its subject matter.

raffle.ai, General Terms and Conditions, version 2.1 applied on date: 05.11.2020