End User License Agreement

Last Updated: Nov 24, 2023

READ THIS RASA SOFTWARE END USER LICENSE AGREEMENT CAREFULLY. IT CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR USE OF RASA’S SOFTWARE (DEFINED BELOW). BY INSTALLING AND/OR USING SUCH SOFTWARE, YOU ARE INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE ANY OF THE SOFTWARE. IF YOU ARE INSTALLING OR USING THE SOFTWARE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS ON BEHALF OF SUCH EMPLOYER OR OTHER ENTITY. YOU FURTHER AGREE THAT RASA MAY DIRECTLY ENFORCE THIS AGREEMENT AGAINST YOU IN THE CASE OF YOUR BREACH OF THIS END USER LICENSE AGREEMENT, AND YOU WAIVE ANY OBJECTION REGARDING RASA’S STANDING TO DO SO.

The End User License Agreement (“EULA”) applies to your access, use, download or installation of Rasa Software, including the software that you download, run, or operate to build, manage, train, and optimize your AI Assistant (as defined below).

In this EULA, we use the expression “Rasa Software” to mean any software, algorithms, applications, and programs that are licensed by Rasa to build, manage, improve, train, and optimize AI Assistants, including any Application Programming Interface (“API”), software development kits (“SDK”), libraries, code and programs, Rasa Playground, the starter packs, our channel connectors and chat widgets, which is licensed to you by Rasa, or otherwise made available to you. For the avoidance of doubts, this expression includes the AI Assistant, Rasa Open Source Software and Products, as defined below.

The EULA is between you, the person who accesses, downloads, installs, configures, or uses the Rasa Software (“you”, “your”) and the Rasa Entity (“Rasa”, “we”, “us”). The Rasa Entity that is contracting with you depends on your location when you accept the EULA.

• If you are in the European Union: Rasa Technologies GmbH, with a registered address at Schönhauser Allee 175, 10119 Berlin, Germany;
• If you are in the United Kingdom: Rasa Technologies, Ltd., with a registered address at International House, 38 Thistle Street, Edinburgh, Scotland, EH2 1EN;
• If you are located anywhere else in the world: Rasa Technologies, Inc., with a registered address at Four Embarcadero Centre, Embarcadero Ctr #1400, San Francisco, California, 94111, United States).

To use the Rasa Software, you must accept the EULA. If you don’t agree with the EULA or any changes that we make to them, you must cease to use the Rasa Software (as defined below). The EULA is effective as soon as you accept them, including by downloading, executing, or installing the Rasa Software, and continues in full force for as long as you are using the Rasa Software.

Arbitration Notice

The EULA contains a mandatory arbitration provision, as well as a class action waiver. By agreeing to the EULA, you also agree to resolve any disputes through individual arbitration, and you waive your right to submit a dispute to a judge or jury, or to participate in a class action, class arbitration, or representative action.

Contact Us

If you have any questions on the EULA, or if you would like to provide us with any legal notices, you can reach out to us at legal@rasa.com, or by mail at: 

Any notice that we send to you will be considered effective once sent to your email address or posted in the Rasa Software. Any notice to us will only be effective once received by our Legal Counsel.

Definitions

Unless defined elsewhere in this EULA, the terms capitalized are defined below:

• “AI Assistant” means the virtual assistant that is developed and configured using the Rasa Software. Each AI Assistant is designed and implemented to provide an interactive user experience and encompasses a range of functionalities, including but not limited to, conversational functionality, automated responses, and informational or transactional dialogues, as determined by you. An AI Assistant is generally used to provide efficient, real-time virtual assistance and engagement with users in their interactions with products and services.
• “Commercial Terms” means the commercial terms applicable between us and Customer regarding the Rasa Products and Services or any other custom commercial agreement that Rasa has negotiated with a Customer.
• “Content” means any data, libraries, content, material, questions, forms, websites or components which are made available to Users through the AI Assistant, or which are linked to, or accessed by or collected by the AI Assistant.
• “AI Assistant Data” means any data that is processed by an AI Assistant, or to train and optimize AI Assistants, including User Data.
• “Customer” means an entity that provides you with access to the Rasa Products and Services pursuant to the Commercial Terms.
• “Data Protection Laws” refers to all applicable laws, regulations, treaties, mandatory guidelines, and governmental orders that govern the handling of data used in the creation and operation of AI Assistants. These laws oversee the collection, storage , usage, and other forms of processing of Personal Data, which is crucial for the training and enhancement of AI Assistants.
• “Documentation” means the documentation that we make available online to describe the Rasa Software, including their functionalities and specifications, as available at https://www.rasa.com/docs/, and as modified from time to time.
• “Losses” means claims, penalties, fees, damages, fines, costs and expenses, including reasonable attorneys’ fees.
• “IP” means all rights, titles and interests in intellectual and industrial properties, including (a) all patents and applications; (b) all inventions, trade secrets, designs, methods, processes and know-how; (c) all copyrights, copyright registrations and applications, therefore, and all other rights corresponding throughout the world; (d) any and all trade names, corporate names, logos, common law, trademarks, trademark registrations and applications, therefore, and (e) 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 related thereto.
• “OSS” means Rasa Open Source Software licensed pursuant to an open source software license (an “OSS License”), including Rasa Open Source, the Rasa Action Server SDK, and the Rasa Open Source HTTP API are licensed to you under an OSS License.
• “Products” means any Rasa Software that is licensed pursuant to the Commercial Terms, including Rasa Pro, Rasa Studio, and Rasa X/Enterprise, together named Rasa Platform, and as modified from time to time, including by improvements, and software updates.
• “Rasa Software” means the Products and OSS indiscriminately.
• “Representatives” means our affiliates, subsidiaries, employees, directors, officers, licensors, and service providers.
• “Sensitive Data” means any AI Assistant Data that can cause harm to individuals in case of a personal data breach, including by impairing their rights and freedoms. Sensitive Data includes health data, political opinions, financial data, ethnic and racial origins, and genetic and biometric data.
• “Services” means services that we provide to our customers, such as training and optimization of AI Assistants, deployment and installation services, configuration, technical support. The description of the Services will be provided in the applicable Order Form.
• “Third-Party Services” means any third-party software, application, website, technology, service, and product, including those connected or integrated to the Rasa Software, such as by way of APIs or SDKs (an “Integration”). Third-Party Services include the Content made available through the AI Assistant.
• “User” means an individual who interacts with an AI Assistant to make queries, trigger or request actions.
• “User Data” means AI Assistant Data which can directly or indirectly identify an individual, and which is collected through the Rasa Software as part of interactions with your AI Assistant (e.g. requests, responses, images, voice notes, and actions of a User).

Specific Terms

Notwithstanding anything to the contrary, in case of a conflict between the EULA and the specific terms and conditions applicable to the Rasa Software (the “Specific Terms”) the Specific Terms will prevail over the EULA.

Without limiting the generality of the foregoing, the OSS Licenses are separate agreements. If you use OSS, you must agree with the OSS License attached to the OSS and comply with the requirements of the OSS License, including any disclaimers and attribution notices. For the avoidance of doubts, the EULA applies to the extent that they do not contradict the OSS License. The Rasa Software made available through our GitHub Repositories are subject to the Apache Licence unless indicated otherwise. The OSS Licenses are considered Specific Terms.

Rasa Software License

Subject to this EULA, we grant you a non-exclusive, non-transferable, revocable, and non-sublicensable right and license to access, download, install, and use the Rasa Software (the “Rasa Software License”). For the avoidance of doubts, the Rasa Software License does not apply to the extent that the OSS Licence is applicable to OSS.

Nothing in the Rasa Software License does not allow you to modify, distribute, resell, or sell the Rasa Software unless we specifically indicate otherwise in the Documentation. It is strictly prohibited to charge fees for accessing and using the Rasa Software, or the AI Assistant unless explicitly allowed in the Commercial Terms. You may not decompile, disassemble, reverse engineer, investigate, modify, or create derivative works from the Rasa Software or otherwise access any non-public interface within the Rasa Software, except as permitted herein.

We reserve our rights to limit, condition, and modify the terms and conditions relating to the Rasa Software License at our convenience, upon prior reasonable written notice. We reserve our right to do any of the following with or without notice to you:

• Charge fees for accessing the Rasa Software (excluding the OSS).
• Update the Rasa Software and force you to use the latest version.
• Require you to use the Rasa Software differently.
• Remove any of the Rasa Software at our sole discretion.

Our Marks

Unless we specifically state otherwise, the Rasa Software License that is granted to you does not include any license or rights to our Marks. We reserve all our rights in our Marks, except as indicated otherwise. You agree not to display or use our Marks in any manner, including in connection with your use of AI Assistants, without our prior written consent. You will not remove any attribution or copyright notices in the EULA, including any Marks thereof.

Intellectual Property (IP) 

The Rasa Software and the related Documentation are licensed and not sold to you. Except as set forth otherwise, the Rasa Software, including the Documentation, is our IP. All rights not granted herein are reserved.

Unless otherwise stated in the Specific Terms, any modifications, enhancements, or derivative works of the Products created by you or on your behalf, whether independently or in conjunction with Rasa, are the exclusive property of Rasa. Notwithstanding the foregoing, if the Rasa Software that you are using is subject to an OSS Licence that permits modifications and derivative works, those terms will take precedence.

You agree to not remove any attribution or copyright notices, including in the Rasa Software and its Documentation.

You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding Rasa Software. If you provide us with any Feedback, then you grant us a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback. Wemay use any Feedback you provide to improve the Rasa Products and Services, or to create any products and services.

Our Rules

When using the Rasa Software, including by building, managing, improving, training and optimizing AI Assistants, you represent and warrant that (a) you will comply with the requirements set forth in the Documentation and (b) you will comply with the rules set forth in the EULA (the “Rules”). These Rules apply to your use of the Rasa Software, but also to how you use, display, configure, make available or modify your AI Assistant.

Rule 1: Comply with Your Legal Obligations

You must comply with all applicable laws, including those applicable to the import or export of the Rasa Software and Data Protection Laws. Your AI Assistant can be used in accordance with applicable laws and regulations.

Depending on your use case for using an AI Assistant, various legal requirements may apply to how your AI Assistant can be built, used, trained, or optimized. It is your responsibility to make sure that your use of the AI Assistant, and related Rasa Software, complies with these obligations.

You agree to comply with Third-Party Services’ terms and conditions, as applicable from time to time, including those applicable to the Content. For instance, the information received from Google APIs must be used according to Google API Services User Data Policy, including the “Limited Use” requirements.

Rule 2: Maintain an Acceptable Behavior

In addition, you represent and warrant that your use of the Rasa Software will comply with the rules below, which shall also apply to the creation, display, use, optimization, and improvement of the AI Assistants:

• Terms. Your AI Assistant should not be built in a way to circumvent the EULA, or any Specific Terms.
• Discrimination. You cannot use AI Assistants to threaten individuals, propagate hateful Content (e.g. any statement, image, photograph, advertisement) or other Content that could be reasonably perceived to harm, threaten, promote harassment, intimidation, abuse, or discrimination against others based on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease or immigration status. When building, training, and optimizing AI Assistants, you are responsible for preventing biases and discrimination. 
• Fraud and Lawful Use. You cannot use the Rasa Software nor AI Assistants to engage in or in connection with fraudulent activities or in a manner that may subject Rasa or our Representatives to any third party liability, damages or dangers, or. This also means that you cannot create a false identity, forge an email address or header, phone number or otherwise attempt to mislead us as to your identity, or the identity of the sender or the origin of a message transmitted through the Rasa Software. The Rasa Software cannot be used to allow or facilitate financial transactions conducted in an insecure, unauthorized or unlawful manner. AI Assistants cannot be programmed to make misleading and deceptive statements, and you will not make misleading and deceptive statements on AI Assistant functionality, performance, origin, or data use.
• Data Scraping. You cannot use the Rasa Software, to conduct data scraping, screen taping, spiders, crawlers, data mining tools and automatic bots, except as permitted by the Documentation.
• Security Issues. You may not attempt to gain unauthorized access to the Rasa Software, or otherwise circumvent any software protection, authentication requirements, or monitoring mechanisms within the Rasa Software. You cannot attempt to scan, probe, or test the vulnerability of the Rasa Software, nor the network on which they are hosted, if such networks is owned, controlled by or made available to you by Rasa.
• IP Breach. You cannot use the Rasa Software nor the AI Assistant in a manner that infringe third party’s IP, including in a manner that violates the Digital Millennium Copyright Act (“DMCA”) or any other industry standards, including the Digital Advertising Alliance. Please see the Copyright Policy for more information.
• Pornography. You cannot make available Content that is vulgar, violent, pornographic or obscene to Users, nor otherwise share or process this Content in connection with the use of an AI Assistant, or the use of the Rasa Products and Services.
• Competitive Use. You cannot access or use the Rasa Products and Services for the purpose of building similar or competitive products, or copy any ideas, features, functions, or graphics.

Rule 3: Use Principles of Privacy Engineering

You agree to comply with Data Protection Laws. Without limiting the generality of the foregoing, you agree that:

• You are responsible for data protection by default, and for ensuring that your configurations are optimal to ensure the privacy of your Users.
• You will not sell, rent, exploit, or distribute User Data without the User’s express consent.
• You will not send unsolicited communications, promotions or advertisements, or spam using AI Assistants.
• You agree to publish a privacy notice disclosing information required under Data Protection Laws, including to ensure an informed consent, when applicable.
• You agree to disclose and explain your use of AI, profiling and automated decision-making. If required by Data Protection Laws, you will provide Users with a way to communicate with a human and review decisions resulting from automated decision-making.
• You agree to respond to concerned individuals’ requests regarding the AI Assistant Data in accordance with Data Protection Laws, including by deleting or de-indexing their Personal Data, as applicable under Data Protection Laws.
• Please avoid “dark patterns” to collect additional User Data or trick Users into consenting to a processing of User Data that they would not consent to otherwise. Your use of the Rasa Software, or any AI Assistant, cannot be abusive or unfair.

Your AI Assistant should be designed with the Rasa Software to enable compliance with Data Protection Laws.

Rule 4: Use Principles of Security Engineering

In case of a security breach, you should make sure that Users are informed based on the law. You should also inform us of a breach affecting our confidential data.

Security is important, we therefore have some rules applicable to developers.

• You will use industry-standard safeguards to protect AI Assistant Data. You agree that the processing of Sensitive Data must be subject to additional technical and organizational measures. Data Protection Laws may also impose additional requirements. You are responsible for identifying and complying with these requirements.
• You will not build the AI Assistant in a way that will transmit virus or any other code that may damage detrimentally, interfere with, covertly interceptors or expropriate any system or User Data.
• You will build, train, improve, manage, and optimize your AI Assistant in a way that meets or exceeds industry standards with respect to the sensitivity of the AI Assistant Data, and in a way compliant with Data Protection Laws.
• Your AI Assistant should be designed in a manner to minimize access and permission requests other than as necessary to achieve the purpose for which it is built.
• If you use training data to improve your AI Assistant, you are responsible for ensuring the integrity, confidentiality, and availability of such training data. Any training data can be subject to manipulation and attacks, and not all training data have the same quality and accuracy.

You agree to collaborate with us to immediately correct any security deficiency and will immediately disconnect any intrusions or intruders. If your AI Assistant experiences a security deficiency or intrusion, you will coordinate with us any public statements (e.g. press, blog posts, social media, etc.) before publishing them, unless prevented from doing so by applicable laws.

If we issue security patches for the Rasa Software, it is your responsibility to ensure that these security patches are deployed on the Rasa Software, if not automatically deployed by us. We will provide you with such updates by publishing a notice in the Documentation.

If you identify any vulnerability or security issues with the Rasa Software, you agree to notify us immediately at security@rasa.com, and not inform any media or third party without our prior written authorization, unless you are required to do so under applicable laws. These vulnerabilities may affect our developers and customers, and it is often preferable for security purposes for us to issue security patches or remediation, or to notify other interested parties, prior to making public notification which can give rise to additional risks.

Rule 5: AI Assistant Cannot Give Professional Advice

You cannot use AI Assistants to provide professional advice, such as medical, financial, or legal advice. You may use AI Assistants to provide information about such topics, but professional advice should only be provided by qualified and certified professionals.

Rule 6: Don’t Use the Rasa Software in Restricted Industries

We prohibit the use of Rasa Software for any activities that are illegal in the locations where the software is being used or where it interacts with individuals. For example, if local laws prohibit gambling, or if certain individuals are underage for gambling activities, then you can't use Rasa Software in these contexts.

In addition, the use of Rasa Software in the following industries is only permitted with Rasa’s prior authorization, at our sole discretion:

• Military, industrial, or law enforcement purposes
• Nuclear technology and weaponry
• Biotechnology and genetic engineering
• Surveillance technologies
• Adult entertainment and gambling

The Rasa Software cannot be used as part of illegal products and services, such as illegal drugs, substances designed to mimic illegal, and equipment designed for making or using drugs, fake references, or ID-providing services, telecommunication manipulation equipment including jamming devices.

Consequences of Breaching the Rules

We reserve our rights to monitor your use of the Rasa Software, including by reviewing the AI Assistants, imposing a formal review process, or performing random checks to ensure that you comply with the EULAs.

If we determine, in our sole discretion, that your use of the Rasa Software is in breach of the Software Terms, we reserve our right to:

• Require that you make modifications to your AI Assistants
• Suspend or terminate the EULA, including the Rasa Software License.
• Require that you unpublished or deactivate your AI Assistant temporarily or not.
• Deactivate your credentials and block your IP from using the Rasa Software.

We will not be liable for any Losses, and you will indemnify us from any Losses, resulting from your breach of the Rules.

Maintenance of the Rasa Software

We have no obligation to issue updates, improvements or new versions to the Rasa Software (each a “New Version”). However, if we issue a New Version, we may cease to support previous versions, including by issuing security patches only for New Versions. You are solely responsible for installing or upgrading to New Versions, and we won’t be liable for any Losses if you fail to do so. Our Release and Maintenance Policy provides more information about how the Rasa Software are maintained, and how end of life is handled.

Early Release Software

We may provide you with 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 (the “Early Release Software”). Your use of the Early Release Software is subject to Rasa’s Early Release Software Access Terms available at https://rasa.com/early-release-software-terms/, as modified from time to time.

Confidential Data 

The Products, including the programs, code, software, configurations and algorithms therein, are our confidential data. You may not disclose them without our prior written authorization, unless permitted in the Documentation.

Ethical Uses of AI Assistants

The AI Assistant relies on AI to respond to and interact with Users, including to execute some actions at User’s request. The way an AI solution, such as an AI Assistant, is deployed or used may change the ethical characteristics of the system. We expect you to build, train and use AI Assistants in an ethical manner including by applying the following principles:

• Safeguarding the right to human agency by providing appropriate oversight mechanisms to prevent possible adverse effects and uphold human autonomy.
• Avoiding the use of the AI Assistant to subordinate, coerce, deceive, or manipulate people, including to create attachment or stimulate addiction.
• Using AI in a transparent and accountable manner, including to explain any decisions made by the AI Assistant.
• Although we recognize that the principle of fairness is difficult to define and that there can be a gray zone, we expect you to develop AI Assistant without biases and discrimination against Users.
• We do not recommend the use of profiling and automated decision-making when such technologies can cause harm to individuals. If you use our AI Assistant for these purposes, you do so at your sole risk.
• You are responsible for training, customizing and optimizing your AI Assistant based on your needs. This training and optimization can be done on an ongoing basis, such as by reviewing feedback and annotating responses from User. You must have the right to use the training data for this purpose, including by ensuring that it does not constitute a violation of Data Protection Laws.

Unless we agree otherwise in a contract, we are not responsible for configuring the AI Assistants, including, to personalize it to your business model. You agree that we are not the manufacturer of AI pursuant to applicable laws— we only provide you with the Rasa Software so that you can manufacture the AI, and configure it to your needs. You are the manufacturer of the AI, and agree to take legal responsibility accordingly.

Accordingly, if you decide to use the Rasa Products as part of a high-impact AI system, or otherwise in a high-risk AI system, then you are responsible for complying with legal requirements applicable to the manufacturers, not Rasa. We make no warranty whatsoever that the Rasa Products are designed or intended for this use nor for any other intended uses.

You acknowledge that high-impact and high-risk AI systems may have enhanced compliance requirements under applicable laws. Depending on the laws, these uses may include the use of AI Assistants to:

• process minors’ personal data.
• in matters relating to determinations in respect of employment, including recruitment, referral, hiring, remuneration, promotion, training, apprenticeship transfer or termination.
• in matters relating to (a) the determination of whether to provide services to an individual; (b) the determination of the type or cost of services to be provided to an individual; or (c) the prioritization of services to be provided to individuals.
• to process biometric information in matters relating to (a) the identification of an individual, other than if the biometric information is processed with the individual’s consent to authenticate their identity; or (b) an individual’s behavior or state of mind.
• in matters relating to (a) the moderation of content that is found on an online communications platform, including a search engine and a social media service; or (b) the prioritization of the presence of such content.
• in matters relating to health care or to emergency services, subject to certain exclusions varying per jurisdiction.
• by a court or administrative body in making a determination in respect of an individual who is a party to proceedings before the court or administrative body.
• to assist a peace officer in the exercise and performance of law enforcement powers, duties, and functions.

Testing and Deployment

It is your responsibility to ensure that your AI Assistants are appropriately validated prior to releasing them and that you conduct adequate testing of the workflows, functionalities, answers, and any actions that your AI Assistants could undertake. We are not responsible for any errors, bugs, or misconfigurations resulting from your failure to appropriately test and deploy AI Assistants. Starter packs are trained based on generic cases, and you are responsible for testing and validation based on your use cases and requirements.

AI Disclaimer

The results obtained from any AI models, systems, or applications (the “Outputs”) depend on the data inputs (e.g. AI Assistant Data, Content, and together, the “Data Inputs”). We are not responsible, nor do we control the quality, accuracy, and integrity of the Data Inputs, and thus, we are not responsible for the Outputs. You are responsible for validating the Outputs, and for providing appropriate disclaimers to Users. Neither Rasa nor its Representatives will have any liability for any Losses resulting from your use of AI, including any reliance on the Outputs.

For the avoidance of doubts, we provide you with the Rasa Software, but you are responsible for any AI Assistants that you build, manage or deploy, as well as for any Data Inputs and Data Outputs. Neither Rasa nor its Representatives will have any liability for any Losses resulting from the foregoing.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED OTHERWISE IN THE EULA, THE RASA PRODUCTS AND SERVICES S ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”: NEITHER US NOR OUR REPRESENTATIVES PROVIDE WARRANTIES, CONDITIONS, OR UNDERTAKINGS OF ANY KIND. THIS INCLUDES BUT ISN’T LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, MERCHANTABILITY, OR NON-INFRINGEMENT.

Neither we nor our Representatives are responsible for Third-Party Services, including any Integrations. We do not represent nor warrant that Integrations will be possible, nor that the Rasa Software will be compatible with any Third-Party Services. Your use of any Third-Party Services is at your own risk, and you are responsible for (a) ensuring that you comply with their terms and conditions; (b) validating the security and privacy practices of Third-Party Services and (c) entering into appropriate terms and conditions with Third-Party Services. We make no warranties of any kind and assume no liability for any Losses resulting from Third-Party Services. We do not endorse any Third-Party Services.

We won’t be held liable for any Losses resulting from any cause beyond our control. This includes but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, zero-day attacks, distributed denial of services attacks, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

Remedies

In addition to any remedies in this EULA, you agree to indemnify and hold us and our Representatives harmless from any third-party claims for Losses resulting from your breach of this EULA.

Your violation of this EULA may cause irreparable harm to us and our Representatives. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate the EULA (meaning we may request a court order to stop you).

Limitation of Liability

To the maximum extent permitted by law, you agree and acknowledge that neither Rasa nor our Representatives have any liability to you whatsoever (a) for 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 whatsoever that you incur from the use of the Rasa Software, or otherwise in connection with this EULA.

Our sole liability will be to the Customer, if any, in accordance with the Commercial Terms. 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, we or our Representatives will be liable for any Losses you suffer if you use the Rasa Software in violation of the EULA, regardless of whether we terminate or suspend your account due to such violation.

Suspension; Termination

You can terminate the EULA at any time by (a) discontinuing your use of the Rasa Software (including, any AI Assistants) and (b) uninstalling the Rasa Software.

Unless we agree otherwise with the Customer with whom you are associated, (a) we can terminate this EULA upon written notice to you, (b) we can suspend your right to access and use the Rasa Software if we reasonably suspect that you are in breach of the EULA.

When the EULA is terminated for any reasons, all licenses and rights granted herein, or in any Specific Terms, are hereby terminated, unless specifically mentioned otherwise. You agree to discontinue the use of the Rasa Software, and uninstall the Rasa Software. All terms which by their nature should survive, will survive the termination. This includes any disclaimers and limitations of liability.

Governing Laws and Jurisdictions

The laws applicable to this EULA vary depending on the Rasa Entity with whom you contract in this EULA:

• If you are in the European Union, the laws of Germany will apply to the interpretation of the EULA (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.
• If you are in the United Kingdom, the laws of the United Kingdom will apply to the interpretation of the EULA (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 the United Kingdom.
• If you are located anywhere else in the world, the laws of California, United States will apply to the interpretation of the EULA (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.

Mandatory Arbitration

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 the location in which you would resolve disputes under the courts of law as above stated. No award or procedural order made in the arbitration shall be published.

Class Action Waiver

For the avoidance of doubts, the parties waive any right to assert any claims against the other party as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be against public policy.

Changes

Although we might have agreed to restrictions in Commercial Terms, as between you and us, you agree and understand that we can change this EULA from time to time by providing you with a reasonable prior written notice. If you don’t agree with these changes, you must cease to use the Rasa Software.

We can also make changes to the Rasa Software from time to time, with, or without warning. If we believe that these changes can affect your AI Assistants, we will attempt to provide you with a prior written notice prior to making the changes.

If we update this EULA, we will update the “Latest Update” date above to reflect the latest version.

Export Control

Use of the Rasa Software for any dealings, engagement, or sale of goods/services linked directly or indirectly with jurisdictions that Rasa has deemed high risk, such as Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk Regions; or persons Rasa has deemed high risk, such as those individuals or entities named to a restricted person or party list of the United States of America, European Union or United Nations, including the sanctions lists maintained by the U.S. Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce, is prohibited.

It is prohibited to use our products and services (including the Rasa Software and AI Assistants) to export directly or indirectly, re-export, sell, or supply accounting, trust or corporate formation, or management consulting services to any persons located in the Russian Federation.

You must comply with (a) all applicable laws, including those relating to export control; (b) with the sanctions programs administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury and (c) you will not directly or indirectly export, re-export, or transfer the Rasa Software, the Content or the Documentation to prohibited countries or individuals or permit their use by prohibited countries or individuals.

Notice to U.S. Government End Users

The Rasa Software, including the Documentation, are “Commercial Items” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users:

• only as Commercial Items,
• with the same rights as all other end users, and
• according to the EULA.

Published and unpublished rights are reserved under the copyright laws of the United States. The manufacturer is Rasa Technologies GmbH.

Interpretation

You may not assign any of your rights under this EULA to anyone else. We may assign this EULA, 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 this EULA isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the EULA will still be valid. The headers and sidebar text are provided only to make this EULA easier to read and understand. The fact that we wrote this EULA won’t affect the way the EULA is interpreted. If we don’t immediately take action on a violation of this EULA, we’re not giving up any rights under the Terms, and we may still take action at some point. A waiver on one occasion will not be a waiver of any right or remedy of any future occasion.

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

The EULA, along with any Specific Terms, make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.