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Early Release Software Access Terms

EARLY RELEASE SOFTWARE ACCESS TERMS

Latest Update: June 29, 2023

The Early Release Software Access Terms (the “Terms”) govern your access, use, download, and installation (“use”) of any free trial access or licenses, beta or alpha accesses, limited release, pilot, beta and alpha services, non-production release, early access or similar access, evaluation, trial, whether provided free of charge (the “Early Release Software”). The Terms are between the person accessing or using Early Release Software (“you,” “yours”), and the Rasa Entity (“Rasa,” “we,” “us”).

“Rasa Entity” means:

  • If you are in North America, the “Rasa Entity” is Rasa Technologies, Inc., Four Embarcadero Center, Suite 1400, San Francisco, CA 94111, United States.
  • If you are elsewhere in the world, the “Rasa Entity” is Rasa Technologies, GmbH, Schönhauser Allee 175, 10119 Berlin, Germany.

The Terms enter into force on your acceptance and continue for as long as you are using the Early Release Software. If you are entering in these Terms on behalf of an organization, you represent and warrant that you are authorized to do so.

The Terms will apply in addition to any other terms and conditions otherwise applicable to Rasa’s products and services (the “Products”) and shall have precedence over such additional terms and conditions (the “Product Terms”). The release notes relating to the Early Release Software may contain additional terms and conditions specific to the Early Release Software, and such terms and conditions, as applicable, shall be deemed part of and integrated herein.

You agree and understand that Early Release Software may not be available to all clients, and access to the Early Release Software may be upon invitation. Unless agreed otherwise in writing with you, Early Release Software are not intended for production use, nor for the processing of Personal Data.

If you have any questions on these Terms, you can reach out to us at legal@rasa.com.

License

Subject to the Terms, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable and limited license to use the Early Releases Service, solely for the purposes of testing, evaluating, assessing, and trying the Early Release Software, for your internal evaluation (the “Intended Purposes”)during the time specified by us in the release notes, or otherwise for as long as we make the Early Release Software (the “Trial Term”). The foregoing licenses shall apply to the documentation, release notes, software, code, programs, and other components included thereto, which shall be deemed included in the expression “Early Release Software.”

Restrictions

Unless indicated otherwise in the release notes, the following restrictions are applicable to your use of the Early Release Software:

  • You can only use the Early Release Software for the Intended Purposes. For the avoidance of doubts, the Early Release Software are not intended for production uses, and may not be deployed for commercial, external, or customer-facing uses. You may not access, search, or create accounts, data, or other components of the Early Release Software by unauthorized means, including spiders and crawlers.
  • Customer agrees not to engage either directly or indirectly in any form of data scraping, web scraping, screen scraping, data harvesting or any similar activity that involves the unauthorized collection, extraction, copyright, or store of data, content, or other information from the Early Release Software.
  • The Early Release Software are not intended for the processing of confidential, sensitive, personal, or otherwise commercially sensitive data (the “Early Release Software Data”).
  • You may only participate in and use the Early Release Software if you are authorized to do so by Rasa,and where required, using the license key provided by Rasa. Your license key is confidential information and cannot be shared with any third parties without our prior written consent.
  • You may not attempt to gain unauthorized access to the Early Releases Service, or otherwise circumvent any software protection, authentication requirements, or monitoring mechanisms within the Early Release Software. For instance, you may not attempt to scan, probe, or test the vulnerability of the Early Release Software, nor breach any security measures.
  • You may not decompile, disassemble, reverse engineer, investigate, modify, create derivative works from the Early Release Software, or otherwise access any non-public interface, except as intended for the use of the Products, including the Early Release Software, as further specified in the documentation. You are also not allowed to copy, modify, distribute, sell, or lease any part of the Early Release Software. You can only make a copy of the Early Release Software for business continuity purposes, and for no other purposes.
  • You cannot access or use the Early Release Software for the purpose of building a similar product or service or otherwise to copy any ideas, features, functions, or graphics of the Early Release Software. The Early Release Software is our confidential information.
  • The Early Release Software are subject to export control laws, including United States and German export control laws and regulations, as well as applicable economic sanctions laws and regulations. You may not directly or indirectly export, reexport, or transfer any items or technology provided by us to any country designated by the U.S. Department of State as a “State Sponsor of Terrorism,” or any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce, the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the US Government.

Confidential Information

The Early Release Software, including any programs, code, know-how, methodologies, algorithms, application programming interfaces (“APIs”), software development kits (“SDKs”), product development plans, internal reviews, software, and specifications, are our confidential information.

You may not disclose any part of the Early Release Software to third parties, including by way of online reviews, screenshots or sharing on social media, unless we otherwise approve in writing. You must exercise the same degree of care regarding the protection of our confidential information as you use in protecting and preserving your own confidential information, but in no event less than reasonable care.

At the end of the Trial Term, you agree to securely delete our confidential information from your systems, databases, and environments, and upon request to us, return such confidential information. The obligation of confidentiality set forth in the present section will survive the termination of the Terms by either party for any reason.

Our IP “IP” means all right, title and interest in and to any and all intellectual and industrial property, including (a) any and all patents and applications, therefore (b) any and all inventions, trade secrets, designs, methods, processes and know-how; (c) any and all copyrights, copyright registrations and applications,therefore, and all other rights corresponding thereto throughout the world; (d) any and all trade names, corporate names, logos, common law, trademarks, trademark registrations and applications, therefore,and (e) any and all computer programs, applications or software whether in sources, object or executable code, and any proprietary rights in such programs, applications or software, including documentation and other materials or documents related thereto.

As between you and us, we own all IP in the Early Release Software, except in the Early Release Software Data. All rights not granted herein are reserved. Some portions of the Early Release Software might contain open-source software subject to open-source software licensing terms, as further described in the release notes (the “OSS Components”). The OSS Components are subject to their respective licensing terms, and you agree to comply with these terms. You agree that you may not remove any attribution, copyrights or other IP notices whether associated in the Early Release Software. Except for the license and other rights expressly granted to you in the Terms, you acknowledge that nothing contained in the Terms shall be deemed to give you, directly or by implication, estoppel, or otherwise, any rights, forbearances, or waivers under any intellectual property rights of Rasa.

Feedback

You may provide feedback, suggestions, comments, requests for improvements or ratings in relation to the Early Release Software (the “Feedback”). You hereby agree that Rasa will own all Feedback and any IP thereto, and you hereby assign to Rasa all right, title and interest thereto. You will not knowingly provide Rasa with any Feedback that is subject to third-party IP rights. You agree to cooperate fully with Rasa to confirm that Rasa owns the Feedback and to enable Rasa to register and/or protect any associated IP and/or confidential information.

Support

Unless we agreed otherwise in writing with you, we are under no obligation to provide any support or maintenance for the Early Release Software. Rasa is not required to release a commercial version of the Early Release Software in the future. If future commercial versions are made available by Rasa, they may differ from the Early Release Software in terms of functionality or features.

Content

If you provide any content while using the Early Release Software, including the Early Release Software Data or any other components, material, data, software or code, you represent and warrant that (a) you have all necessary rights, releases, and permission to submit the content through the Early Release Software; (b) your content and its submission and use as authorized in the Terms will not be in violation of (i) any applicable laws; (ii) any third-party IP, privacy, publicity or other rights or (iii) any of our policies and terms governing the content.

Disclaimers

We have no liability whatsoever for Early Release Software, nor from any claims, penalties, fees, damages (both direct and indirect), fines, costs, and expenses (the “Losses”) resulting from your use of the Early Release Software, from the processing of any Early Release Software Data, or from any breach of these Terms by you. Your use the Early Release Software is at your sole discretion, and at your own risk.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE EARLY RELEASE SOFTWARE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”: NEITHER US NOR OUR REPRESENTATIVES PROVIDE WARRANTIES, CONDITIONS, OR UNDERTAKINGS OF ANY KIND IN RELATION TO THE EARLY RELEASE SOFTWARE. THIS INCLUDES, BUT ISN’T LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, MERCHANTABILITY, OR NON-INFRINGEMENT OR ANY WARRANTIES WITH RESPECT TO THE ACCURACY, RELIABILITY, OR AVAILABILITY OF ANY CONTENT OR INFORMATION MADE AVAILABLE IN OR THROUGH THE EARLY RELEASE SOFTWARE, WHICH ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE TERMS. TO THE EXTENT PERMITTED UNDER LAW, LICENSOR EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR, SATISFACTORY QUALITY, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. NO GUARANTEE OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION IS MADE. WE SHALLHAVE NO LIABILITY FOR ANY LOSS RESULTING FROM THE USE OF EARLY ACCESS SERVICES IN A PRODUCTION ENVIRONMENT OR ANY LOSSES INCURRED AS A RESULT OF PROCESSING CONFIDENTIAL OR COMMERCIALLY SENSITIVE DATA, INCLUDING PERSONAL DATA.YOU ACKNOWLEDGE THAT EARLY ACCESS SERVICES ARE AT AN EARLY STAGE OF DEVELOPMENT AND NOT FULLY TESTED, IT MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS AND WHEN USED MAY RESULT IN UNEXPECTED RESULTS, LOSS OF CONTENT OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT NEITHER RASA NOR ITS REPRESENTATIVES HAVE ANY LIABILITY TO YOU WHATSOEVER (A) FOR AN INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGE, INCLUDING ANY LOSS OF DATA,PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS UNDER ANY CIRCUMSTANCES, EVEN IF BASED ON NEGLIGENCE; (B) FOR ANY OTHER LOSSES. THE FOREGOING LIMITATIONS APPLY TO THE FULL EXTENT PERMITTED BY LAWS, AND CERTAIN JURISDICTIONS DO NOT PERMIT LIMITATIONS ON LIABILITY REGARDING MORAL AND BODILY HARM, IN WHICH CASE, THESE LIMITATIONS WILL NOT APPLY.

FOR THE AVOIDANCE OF DOUBT, IN NO INSTANCE WILL WE OR OUR REPRESENTATIVES BE LIABLE FOR ANY LOSSES OR DAMAGES YOU SUFFER IF YOU USE THE EARLY RELEASE SOFTWARE IN VIOLATION OF THE TERMS, REGARDLESS OF WHETHER WE TERMINATE OR SUSPEND YOUR ACCESS DUE TO SUCH VIOLATION.

Term and Termination

Your rights to the Early Release Software are limited to the Trial Term. We can terminate these Terms upon written notice, at our sole discretion, at any time. We reserve the right to deactivate your license key, suspend or terminate your access to the Early Release Software, at any time and at our sole discretion, with or without notice to you, and without liability to you. You can terminate these Terms at any time by contacting us at legal@rasa.com, and by uninstalling and ceasing any use of the Early Release Software.

We reserve the right to change, modify or add to the Early Release Software, or your use of the Early Release Software at any time and at our sole discretion, with or without notice and without liability to you. We may change the Terms from time to time, please make sure that you review the Terms frequently. If we terminate the Terms, all terms, and conditions which by their nature should survive the Terms,including any disclaimers, limitations of liability and provision regarding the resolution of a dispute, and confidentiality will survive the Terms.

Dispute Resolution

If the Rasa Entity is Rasa Technologies, Inc., the laws of California, United States will apply to the interpretation of the Terms (without regard to conflict of law rules or principles), and subject to the provisions below, you agree that disputes will be resolved in the competent courts of San Francisco,California. If the Rasa Entity is Rasa Technologies, GmbH, Germany’s laws will apply to the interpretation of the Terms (without regard to conflict of law rules or principles), and subject to the provisions below, you agree that disputes will be resolved in the competent courts of Germany.

All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by one arbitrator appointed in accordance with the said Rules, using ICC Case Connect, ICC’s digital case management platform connecting parties, arbitral tribunals, and the ICC Secretariat. The arbitration will occur in English, in California, United States. No award or procedural order made in the arbitration shall be published.

Miscellaneous

You may not assign any of your rights under the Terms to anyone else. We may assign the Terms, and any of our rights and obligations hereunder to any other individual or entity at our discretion.

If it turns out that a section of the Terms is not enforceable, then that section will be removed or edited as little as required, and the rest of the Terms will still be valid. The headers and sidebar texts are provided only to make the Terms easier to read and understand. The fact that we wrote the Terms won’t affect the way the Terms are interpreted. If we don’t immediately act on a violation of the Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.