raffle.ai, General Terms and Conditions, version 2.0 applied on date: 27.03.2019
In these general terms and conditions, defined terms shall have the meaning set out below:
Agreement means this SaaS agreement consisting of the SaaS License Agreement including the Schedules thereto.
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 assisting the Customer in its implementation and application management that has undertaken an obligation by signature of a raffle.ai approved non-disclosure agreement to keep the Licensed Software and any information provided by raffle.ai to the Customer or the Consultant confidential.
Customer means the legal entity specified as such in the SaaS License Agreement.
Customisations means any amendments to the Licensed Software other than Configurations made by raffle.ai, or the Customer and/or its Consultant (if possible).
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.
Incident means any occurrence that is perceived by users as a deviation from what they might expect and that can be categorized as a defect according the Agreement.
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 software 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 the Customer and raffle.ai collectively.
Party means either of the Customer or raffle.ai, as applicable.
Premium Support has the meaning ascribed to it in Clause 9.
raffle means the virtual assistant included in the Licensed Software.
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 the 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 the 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 deliverable by raffle.ai as part of the maintenance services, 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 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 License Agreement means the terms set out in the raffle SaaS license agreement entered into between raffle.ai and the Customer.
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 to the Customer and other customers of raffle.ai as further described in Clause 9 of these General Terms.
Update means a single package of software or a collection of patches, fixes, and/or enhancements to the software created and released by raffle.ai, typically delivered through an automatic update of the Licensed Software to amend the Licensed Software.
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.
1.1 raffle.ai grants the 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) the Customer's payment of all applicable fees under the Agreement.
1.2 raffle.ai may develop new modules or products which may be separately marketed and priced, and which are not included in this Agreement and do not form part of the Deliverables. If raffle.ai in its discretion decides to include such increased functionality into the Licensed Software, this will become part of the Licensed Software without any additional charges or fees.
2 Use of the Licensed Software and the SaaS Services2.1 The Customer may only use the Licensed Software and the SaaS Services in accordance with Clause 1.1 and for processing of the Customer's data in order to enable employees of the 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 the Customer are permitted to use the Licensed Software under this Agreement.
2.3 The Customer shall not transfer, sublicense, lease, lend, or in any other way make available the Licensed Software in whole or in part, except as set out Clause 26, or otherwise allow a third party to use or take advantage of the Licensed Software or any part thereof.
2.4 All rights not specifically granted hereunder are expressly reserved.
3 Amendments, Changes etc. to Licensed Software3.1 The Customer shall not directly or indirectly reverse engineer, decompile, or disassemble the Licensed Software, except as set out in this Clause 3.1. If the Customer or a Consultant on behalf of the Customer requires information on interfaces in order to create interoperability with other software, the Customer shall request the relevant information from raffle.ai. Only if raffle.ai fails to provide said information within a period of 10 (ten) Working Days from the date of notification, shall the Customer or the Consultant on behalf of the Customer be entitled to reverse engineer, decompile, or disassemble the Licensed Software and then only for such limited purpose.
3.2 If possible for the Customer to change Configurations or make Customisation, any Configuration or Customisation created by the Customer is the Customer’s sole responsibility, risk, and liability, and the 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 Software4.1 The Licensed Software contains certain open source software components as set out in the SaaS Documentation.
4.2 Usage of the open source components is subject to the terms and conditions of the respective open source license agreements.
5 Scope and terms of SaaS Services
The SaaS Services cover:
• Provision of the Licensed Software;
• Cloud infrastructure;
• Application 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.
As part of its provision of the SaaS Services, raffle.ai may update such SaaS Services and the Customer accepts that raffle.ai makes such Updates to the SaaS Services. raffle.ai shall inform the Customer of major Updates.
raffle.ai provides the raffle API for the Customer to use the Licensed Software and to integrate the Licensed Software with the Customer's Knowledge Base. Customers can choose not to install and use the raffle Application Programming Interface, not to utilize the corresponding features, and instead use the raffle App.
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 the Customer’s use is more demanding than what is supported by the standard setup, the 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.
Migration of data from the Customer's Knowledge Base into cloud storage of the 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.
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 the Customer or a Consultant in which case raffle.ai bears no responsibility for the Installation, Configuration, and Customisation.
The Customer sets out the Knowledge Base in Schedule 1. The Customer may request to add more Knowledge Base to the Agreement against corresponding changes to the Monthly SaaS Fee. raffle.ai shall not unreasonably reject such request.
Each user will upon request be provided with an authentication for the Licensed Software only to be used by that individual user. The 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. The Customer and the user must keep authentications confidential, and the Customer undertakes to immediately shut down accounts of users that are no longer employed with the Customer. The Customer must notify raffle.ai immediately in case of any possible misuse of authentications or any security incident related to the Licensed Software.
The 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 the Customer, and (ii) the external consultants are not engaged in or affiliated with any business that competes with raffle.ai. If the Customer is in doubt regarding (ii), the Customer must in writing ask raffle.ai for permission before granting access to the Licensed Software.
When using the Licensed Software, each user shall inherit such user rights as designated by the Customer in each of the Customer's Knowledge Base or in the operating environment of the Customer. Also, the Customer is obliged to control and limit which of its employees have access to the Licensed Software as users. It is the obligation of the Customer to ensure a limitation of each user's rights, which is reasonable and compliant with applicable law.
7 Subscription to the Licensed Software
The Licensed Software is delivered as an online SaaS operated by raffle.ai and may be accessed through the raffle App or 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.
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.
The Customer may utilize 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. The Customer will generally be notified of Releases with 4 weeks' notice, if reasonably possible.
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.
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. This entails, inter alia, that raffle.ai is not obligated to update the functionality of the Licensed Software to cater the Customer's changing needs or requirements, regardless of the Customer's changing needs or requirements being a result of changes to national or international regulation.
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 The Customer is aware of and accepts that planned, as well as unplanned, downtime can occur and that the Supplier does not guarantee a specific uptime, operational stability, response time, or performance.
raffle.ai shall provide a support chat as the single point of contact for the 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 the Customer informed of progress and advising on workarounds.
All communication regarding Support and maintenance shall take place to the support chat available through the Licensed Software or on the website www.raffle.ai.
The language of communication shall be English.
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.
Premium Support includes technical support during specific hours as described in Schedule 1.
10 Customer Obligations
The Customer is responsible for making any connections on the Customer side, and any third-party side, as well as any necessary documentation available for raffle.ai, as well as fulfil any reasonable instruction from raffle.ai. The Customer shall also be responsible for providing any specific interfaces required. Assistance of any kind from raffle.ai, in this connection, shall be subject to a separate agreement.
In case of direct or indirect data exchange between raffle.ai and the Customer’s IT installations in connection with implementation and support, each of the Parties are responsible for having in place sufficient IT installation against possible virus attacks, unauthorized access, encroachment, or other data breach.
It is a condition for the provision of the SaaS Services, that the 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;
• Customer shall anonymize all data which have been generated through the 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.
Any costs related hereto shall be borne solely by the Customer and Customer shall cover any additional costs of raffle.ai incurred by Customer not fulfilling its obligations.
11 Service Exclusions
The SaaS Services do not cover the following:
• 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 the 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;
• The Customer not fulfilling his obligations in this Agreement, including as set out in Clause 10.
If the 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.
11.3 Upon request from the Customer, and in accordance with separate agreement, raffle.ai may make additional software available to the Customer. Such software is made available "as is" and raffle.ai shall have no liability for the contents or effects of such software, which shall not be considered part of the Licensed Software until made available as part of a Release or an Update, if applicable. Such software may require that the Customer upgrades the Licensed Software to the latest Release.
12 Price and Payment
The fees are specified in Schedule 1.
All fees are exclusive of VAT and other applicable taxes which shall be paid by the Customer.
In the event that a withholding tax is paid or payable in relation to the license fees, the Customer shall bear and be responsible for and pay the amount of any such tax, unless raffle.ai is fully compensated for such withholding tax in the country in which raffle.ai is tax resident.
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 30 (thirty) days from the date of the invoice.
Late payments will incur interest at a rate of 2% (two per cent) per month until payment is received.
In cases of changes to the 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.
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
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.
If necessary and upon the reasonable request by raffle.ai or the Customer, raffle.ai and the 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.
Each Party shall maintain confidentiality of the other Party's confidential information. In particular, the Customer shall keep the Licensed Software, any deliverable by raffle.ai as part of the maintenance services and SaaS Documentation, the terms and conditions of this Agreement, and all other commercial, financial, technical information disclosed to or otherwise learned by the Customer, its employees or advisors, in connection with this Agreement (whether disclosed orally, in documentary form, by demonstration, or otherwise) confidential.
If the Customer wishes to provide access to the Licensed Software or to any deliverable provided by raffle.ai as part of the SaaS Services, or the SaaS Documentation to a third party providing consultancy or any services to the 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. The 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.
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. Upon the other Party’s request, each Party shall confirm the deletion in a written statement to the other party.
Notwithstanding Clause 14.3, raffle.ai shall be entitled to keep anonymised data which have been generated through the Customer's use of the Licensed Software, including questions asked and answers given, and which have been delivered to raffle.ai by the Customer pursuant to Clause 10.3.
14.5 raffle.ai shall not in any way be restricted from using any general and specific knowledge and know-how obtained from Customer.
15 Customer data
Customer data stored via the SaaS Services is the property of the Customer. Upon request, the Customer is entitled to i) receive a copy of the data in a standard industry format defined by raffle.ai or ii) delete the Customer's data. The Customer is to pay raffle.ai to do so. Clause 14.4 applies.
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.
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.
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 must undergo an anonymization process designed to ensure that no personal data is processed by raffle.ai in pursuit of raffle.ai's purposes as set out in Clause 10.3.
16 Personal Data
The Customer is responsible for adherence to applicable data protection law and shall be considered data controller under such applicable data protection law.
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.
raffle.ai warrants i) that the Licensed Software will materially perform in accordance with the SaaS Documentation for the Licensed Software and ii) that the SaaS Services will materially be performed in accordance with the SaaS Documentation and this Agreement.
If there is any non-conformance with the warranties given by raffle.ai in this Clause 17, raffle.ai shall at its own expense (i) use reasonable endeavors to rectify such non-compliance or (ii) replace all or the non-conforming parts of the Licensed Software. For the avoidance of doubt, the warranties in this Clause 17 shall be subject to the Service Exclusions set out in Clause 11.
raffle.ai disclaims any other warranties.
18 Limitation and Exclusion of Liability
raffle.ai shall not be liable for any of the following losses or damage (whether such losses or damage were foreseeable, known or otherwise):
loss of revenue or any other loss of business;
loss of actual or anticipated profit;
damage or corruption to or loss of data or programmes and any consequences of not having access to data or programmes;
loss of goodwill;
loss of data;
loss of anticipated savings; Knowledge Bases. business interruption;
subject to Clauses 19.4-19.9 any loss related to third party claims of whichever nature, including claims related to the delay of implementation or upgrading projects; or
any indirect, special, or consequential loss.
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.
19 Intellectual Property Rights
Any raffle IP Rights shall remain solely with raffle.ai and nothing in this Agreement shall operate to deprive raffle.ai of any of its rights.
The Customer shall not be entitled to alter or remove any copyright, patent, trademark, and/or other legal notices contained in raffle IP Rights.
The copyrights, patents, and other intellectual property rights to Customisations fully severable from the Licensed Software developed by the Customer shall vest with the Customer. For the avoidance of doubt, such rights do not include the Licensed Software, methods, interfaces, or any sample software provided by raffle.ai. Customer shall not assert any patents to such Customisations (or to any invention or business process based on such Customisations) against raffle.ai and its customers.
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. The 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. The Customer shall give raffle.ai all reasonable assistance in respect of any such proceedings.
raffle.ai agrees to indemnify the Customer against any damages and costs imposed on the 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 the 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 the Customer has not been provided with a work around solution or an alternative license obtained by raffle.ai from such third party.
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.
The foregoing rights of the Customer shall be the sole and exhaustive remedies available to
raffle.ai, General Terms and Conditions, version 2.0 applied on date: 27.03.2019