Commercial Terms
Last Updated: 2025-08-27
These Commercial Terms are between the entity identified in an Order (“Customer”) and the Rasa Entity, as determined below (“Rasa”). The Commercial Terms enter into force at the date at which a corresponding Order is executed between the parties (the “Effective Date”) and continues in full force until the end of the Subscription Term indicated in an Order, or otherwise, until terminated earlier as set forth in these Commercial Terms (the “Term”). If you have any questions regarding the Commercial Terms, you can reach out to us by e-mail at legal@rasa.com.
DEFINITIONS
1.1. “Acceptable Use Policy” means Rasa’s Acceptable Use Policy available at Acceptable Use Policy as modified from time to time.
1.2. “Agreement” means the Commercial Terms, the Order, addendum, exhibits and attached, including, the Support and Maintenance Policy, the Acceptable Use Policy, and the Information Security Policy as modified from time to time in accordance with the Agreement.
1.3. “Authorized User” means any end user that is authorized by Customer to access and use the Products in accordance with this Agreement.
1.4. “Confidential Information” means any data disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), including, without limitation, all computer programs, codes, algorithms, know-how, processes, formulas, marketing plans, strategic plans, and other technical, business, financial and product development data, which the Receiving Party should reasonably know is confidential to the Disclosing Party.
1.5. “Conversational Assistant” means a machine learning powered text and voice-based assistant which is built, trained, managed, improved, and optimized by Customer in connection with the Products.
1.6. “Customer Input” means any data, content, or information provided or made available by Customer to the Products, including but not limited to training data (such as intents, utterances, responses, conversation examples, or annotations), message logs, user interactions, and other datasets used by Customer to build, train, manage, optimize, or deploy AI models or Conversational Assistants through the Software. Customer Input explicitly excludes Telemetry Data, Rasa's pre-existing Intellectual Property, proprietary models, executables, default configurations, software frameworks, or Documentation provided by Rasa.
1.7. “Customer Output” means (a) any Conversational Assistants, customized conversation flows, training configurations, workflows, and outputs developed using Customer Input and the Products; and (b) Any extensions, scripts, or orchestration logic developed by or for Customer, provided they do not include Rasa proprietary code.
1.8. “Customer Systems” means any information technology infrastructure, systems, networks, environments, software applications, databases, platforms, devices, and related technical information (including but not limited to documentation, access credentials, logs, or configuration data) whether on-premise or cloud-based, that are owned, operated, managed, or otherwise controlled by Customer.
1.9. “Documentation” means Rasa’s user manuals, handbooks, and installation guides relating to the Software available at https://www.rasa.com/docs/ that Rasa provides or makes available to Customer, and which describe the functionality, components, features or requirements of the Software, including any aspect of the installation, configuration, integration, operation or use of the Software.
1.10. “Early Release Software” means 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.
1.11. “Export Laws” means all applicable laws, regulations, and orders relating to the control of imports, exports, re-exports, transfers and use of commodities, software, technical data, and related property, including the Products and the Documentation, in any relevant jurisdiction. This includes, without limitation: (a) the U.S. Export Administration Regulations of the U.S. Department of Commerce and the International Traffic in Arms Regulations of the U.S. Department of State, and (b) the European Union’s export control regulations and the export laws of Germany, including the German Foreign Trade and Payments Act (Außenwirtschaftsgesetz, AWG) and the German Export Control Regulations (Außenwirtschaftsverordnung, AWV).
1.12. “Losses” means any claim, damages, costs, expenses, fines, and losses, including reasonable attorneys’ fees.
1.13. “Information Security Policy” means Rasa’s Information Security Policy available at Security Policy, as modified from time to time.
1.14. “Intellectual Property” means all right, title and interest in and to any and all intellectual and ÂÂindustrial 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.
1.15. “Maintenance Services” means any update, upgrade, release, or other adaptation or modification of the Software, including any updated Documentation, that Rasa provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software, but does not include any New Versions.
1.16. “New Version” means any new version of the Software that Rasa may from time to time introduce and market generally as a distinct licensed Product (as may be indicated by Rasa’s designation of a new version number) and which Rasa may make available to Customer at an additional cost under a separate written agreement.
1.17. “Order” refers to any order form, quote, or procurement document, describing the Products procured by Customer. An Order must be accepted in writing by both parties.
1.18. “OSS” means any software, library or component that is licensed under terms that comply with the Open Source Definition (as published by the Open Source Initiative) or similar licensing models. This includes software made available under licenses such as the MIT License, Apache License, GNU General Public (each an “OSS Licence”).
1.19. “Products” means any services, products, licenses, or goods, including the Software Services Support Services, Maintenance Services and any rights to access and use the Software.
1.20. “Rasa Entity” means (a) if you are located in the European Union or in the United Kingdom, Rasa Technologies GmbH, with a registered address at Schönhauser Allee 175, 10119 Berlin, Germany; and (b) if you are located elsewhere in the world, Rasa Technologies, Inc., with a registered address at 4 Embarcadero Center, Suite 1400, San Francisco, CA 94111-4164, USA.
1.21. “Software” means the executable object code version of the Software licensed pursuant to an Order and any Maintenance Services.
1.22. “Subscription Term” means the period during which the Support Services are provided, and during which the Software is licensed to Customer as set forth in an Order.
1.23. “Support and Maintenance Policy” means Rasa’s Support and Maintenance Policy available at Support and Maintenance Policy, as modified from time to time.
1.24. “Software Services” means the services provided in relation to the Software, as indicated in an Order from time to time, and including the Support Services.
1.25. “Support Services” means a subscription to provide support services in relation to the Software, as described in the Support and Maintenance Policy.
1.26. “Telemetry Data” means aggregated technical data generated by Software as described in the Documentation. Telemetry Data does not include Customer Input, Customer Output, or any end-user content.
1.27. “Third Parties” means any third-party software, data, content, materials, application, website, technology, service, and product, including those connected or integrated to the Products (an “Integration”).
SOFTWARE DELIVERY
2.1. Order. Rasa will provide the Products agreed upon in an Order. Unless otherwise indicated in an Order, Software delivery will be made electronically and access to Software will be granted upon full execution of the applicable Order. Unless specifically set forth otherwise in an Order, revenue for Software will be recognized upon the transfer of control of Software to Customer for the amounts set forth in the Order. Each Order will constitute a distinct performance obligation. In case of a conflict between the different parts of this Agreement, each part of the Agreement will prevail in the following order: (1) Order; (2) the Commercial Terms and (3) any policies referred to herein.
2.2. Early Release Products. Rasa may offer Customer access to Early Release Products. Unless specifically indicated in an Order, the Early Release Products are provided “as is” without warranties of any kind and may be subject to additional terms and conditions as outlined in an Order.
2.3. Third Parties. The Products may display, include or make available Third Parties, including by way of Integration. Rasa is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Parties. Rasa does not warrant or endorse and does not assume and will not have any liability or responsibility to Customer or any person for the Third Parties.
SOFTWARE SERVICES
3.1. Access. If access to Customer Systems is required for the performance of Software Services by Rasa, Customer agrees to provide Rasa with the necessary access to Customer Systems and its personnel. Customer is responsible for (a) providing such access in a timely manner; (b) monitoring access to Customer Systems; (c) managing permissions and privileges associated with the access granted, including determining the nature and extent of the permissions and privileges required; and (d) removing or disabling any access granted when it is no longer needed. Rasa will ensure that its personnel comply with Customer’s applicable policies when accessing Customer Systems.
3.2. Support and Maintenance Services. Rasa will offer Support Services and Maintenance Services for the applicable Products as outlined in an Order and in accordance with the Support and Maintenance Policy.
3.3. Modifications. Rasa reserves the right to modify and update the Products at its discretion. Nothing in this Agreement will limit Rasa’s right to make changes provided that such changes will not (a) adversely decrease the core functionalities of the Products; (b) result in a breach of this Agreement and (c) compromise the security features of the Software.
FEES AND PAYMENT
4.1. Payment Terms. Customer will pay Rasa any undisputed fees, costs and expenses under this Agreement as specified in the applicable Order. All fees for the Products shall be invoiced and payable annually, in advance. Customer will pay all amounts due within 30 days of the date of the applicable invoice.
4.2. Variable Fees. In addition to fixed fees, Customer agrees to pay any variable fees based on usage metrics as specified in the Order. If not specified in the Order, the fees are due quarterly for the consumption in the previous quarter. Since Rasa relies on Customer’s for monitoring the usage metrics, Customer will provide reporting to Rasa in accordance with the Documentation.
4.3. Taxes and Tariffs. All fees are exclusive of any applicable taxes, tariffs, levies, customs charges, or similar governmental assessments (“Taxes and Tariffs”). Customer is solely responsible for paying all Taxes and Tariffs arising from or related to the transactions under this Agreement, except for taxes based on the Rasa’s net income. If payments are subject to withholding taxes or tariffs outside Rasa’s country, Customer shall notify Rasa, provide necessary documentation, withhold and remit the Taxes and Tariffs, and furnish Rasa with evidence of payment. Customer agrees to pay additional amounts as necessary to ensure Rasa receives full payment without deductions and indemnify Rasa for any related penalties, interest, costs, or expenses arising from or relating to Customer’s obligations under this clause, including but not limited to, any liabilities resulting from governmental changes to trade policies, tariffs, or international taxation rules.
4.4. Invoice Dispute. Customer must contest any portion of any invoice within 30 days of the invoice date, specifying the disputed amount and the reasons for the dispute. Customer will promptly pay the undisputed portion of the invoice within the standard payment terms.
4.5. Late Invoices. Any invoice not paid within 30 days will be considered overdue and subject to interest at 1.5% monthly, or 18% annually, from the due date until paid. If payment is not received within 60 days of the due date, Rasa reserves the right to suspend services, suspend access to the Software, and refuse Maintenance until full payment is received. If payment remains outstanding for more than 90 days after receiving a written notice to this effect, Rasa may terminate this Agreement for a material breach. Customer will reimburse Rasa for all collection costs, including reasonable attorneys’ fees.
4.6. Suspension. In addition to any other remedies available under this Agreement or at law, if Customer fails to make any payment when due, Rasa reserves the right to suspend the provision of any Products until such time as all overdue payments are received by Rasa. Customer acknowledges and agrees that Rasa will not be liable for any Losses incurred by Customer because of such suspension.
4.7. Price Increase Before Renewal. Unless otherwise indicated in an Order, Rasa reserves the right to increase the fees for any renewal of the Subscription Term by an amount not exceeding the percentage increase in the U.S. Consumer Price Index (CPI) for All Urban Consumers (CPI-U) for the preceding 12-month period, as published by the U.S. Bureau of Labor Statistics. Rasa will provide Customer with written notice of any price increase at least 60 days prior to the end of the then-current Subscription Term. If Customer does not agree to the price increase, Customer may elect not to renew the Subscription Term by providing written notice to Rasa at least 30 days prior to the end of the then-current Subscription Term.
4.8. Automatic Renewal and Cancellation. Unless otherwise specified in the Order, the Subscription Term will renew automatically for successive 12-month periods unless either party provides written notice of the non-renewal at least 60 days before the end of the then-
4.9. Right to Audit. Each Party (the “Auditing Party”) has the right to audit the other Party’s (the “Audited Party”) records to ensure compliance with the payment terms, usage metrics and any variable fees specified in the Agreement, provided such audits are reasonably necessary and proportionate. Such audits may be conducted during regular business hours with reasonable advance notice and will not unreasonably interfere with the Audited Party’s business operations. If an audit reveals that Customer has underpaid any amounts due, Customer shall promptly pay the shortfall. If an audit reveals that Customer has overpaid any amounts due, Rasa shall promptly reimburse the Customer for the amount overpaid. If the underpayment exceeds 5% of the amounts due for the period audited, Customer shall also reimburse Rasa for the reasonable costs of the audit. If any discrepancies are found, Customer agrees to promptly correct such discrepancies and take any necessary actions to prevent future occurrences.
INTELLECTUAL PROPERTY
5.1. Ownership by Rasa. The Products are Rasa’s Intellectual Property and are owned by Rasa. Except as expressly stated herein, this Agreement does not grant you any Intellectual Property whatsoever in the Products, or otherwise, in Rasa’s marks, trademarks, logos, names, and Intellectual Property. Software is licensed, not sold, to Customer, and all rights not expressly granted herein are reserved by Rasa.
5.2. Ownership by Customer. Customer retains all the rights, titles and interest in Customer Input and Customer Output. For the avoidance of doubt, all Customer Input and Outputs remains within the Customer’s controlled instance and is not accessed or repurposed by Rasa for any other commercial or research purposes.
5.3. No Model Training. Rasa does not use customer input for any AI model training. Customer input remains fully isolated and under customer control, including but not limited to training data, user inputs, conversation content, or model configurations. The software as provided by Rasa does not contain or include any pre-loaded, third-party, or Rasa-generated training data. All training data used with the products must be supplied by the customer.
5.4. Third-Party Components. Subject to this Agreement, Rasa hereby grants Customer, for the Subscription Term, a limited, non-exclusive, non-transferable (except as set forth herein), non-sublicensable (except as set forth herein), license to install and use the Software in accordance with all applicable Documentation and the restrictions set forth in these Terms (including the applicable Order). The Software, including any third-party software, documentation, interfaces, content, fonts, and any data accompanying this license, are licensed, not sold. Customer may make copies as reasonably required for back-ups, which may only be used to reinstall the Software, and for the use of the Software in compliance with the Agreement.
5.5. OSS License. The Software may include third-party components that are subject to separate legal notices or governed by other agreements, as detailed in the Documentation. Customer agrees to comply with all such legal notices and agreements when using third-party components. OSS Licenses are distinct agreements. Customer must agree, accept and comply with the OSS Licenses attached to the OSS (e.g., in the README file), as applicable from time to time. Customer shall not remove or obstruct any attribution notices, or any mentions required by the OSS License.
5.6. Software Restrictions. Customer will not, and will not allow its Authorized Users to, access or use the Software in a way that results in (a) copy, decompile, reverse engineer, disassemble, attempts to derive the source code of, decrypt, modify, or create derivative works of the Software, or any Products; (b) modify, adapt, alter, or create derivative works based on the Software; (c) use the Software to gain unauthorized access to any system, account or network; (d) sell, resell, license, sublicence, distribute, rent, lease, or otherwise transfer rights to the Software except as expressly permitted by this Agreement; (e) circumvent, disable, or otherwise interfere with security-related features of the Software, or features that enforce limitations on the use of the Software; (f) copy the Software except as expressly allowed by Rasa in writing or as permitted by applicable laws.
5.7. Feedback. If Customer provides suggestions, comments, inputs or other feedback regarding the Products (“Feedback”), then Customer hereby grants Rasa a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback, at Rasa’s sole discretion. No compensation will be due to Customer for the Feedback. For the avoidance of doubts, Rasa may use the Feedback to improve Products, conduct research and development, and develop new products and services. Customer retains the right to use and exploit the Feedback for its own purposes, including incorporating the Feedback into its own products and services.
CONFIDENTIAL INFORMATION
6.1. Exclusions. Confidential Information excludes information that: (a) was publicly known before disclosure; (b) becomes publicly known after disclosure without breach; (c) was already in the Receiving Party’s possession; (d) is obtained from a third party without breach of confidentiality; or (e) is independently developed without reference to the Confidential Information. Notwithstanding anything to the contrary, Rasa may use general knowledge, skills, and experience gained during the engagement, including information retained in the unaided memory of its representatives.
6.2. Obligations. The Receiving Party may use or disclose Confidential Information, including trade secrets, only as required to perform its obligations or exercise its rights under this Agreement, and may disclose it to legal and professional advisors under an adequate non-disclosure agreement. If required by law to disclose Confidential Information, the Receiving Party will inform the Disclosing Party promptly and limit disclosure to the required extent. The Receiving Party must protect Confidential Information with the same care it uses for its own, but no less than a reasonable standard of care.
6.3. Deletion. Upon termination of the Agreement or at the Disclosing Party’s request, the Receiving Party will return or securely delete Confidential Information, confirming deletion in writing upon request. The Receiving Party may retain copies for legal compliance or business continuity, ensuring such information is encrypted and deleted without undue delay.
6.4. Information Security. Rasa will maintain appropriate security measures in accordance with its Information Security Policy to protect Customer Confidential Information. Such measures will be consistent with industry standards and as further detailed in Rasa’s Information Security Policy, which is incorporated by reference into this Agreement.
6.5. Data Processing. Rasa does not host, store, or otherwise process Customer Input or Customer Output during the Subscription Term. All such data remains within the Customer’s environment and under the Customer’s control during the Subscription Term.
6.6. Telemetry Data. The Software may generate and transmit Telemetry Data to Rasa as described in the Documentation. For clarity Telemetry Data does not include Customer Input, Customer Output, or end-user content. Rasa will only use Telemetry Data for maintaining, supporting, and improving the Products, including diagnostics and performance analysis. Rasa will not share Telemetry Data with third parties. Customers may disable telemetry reporting as described in the Documentation.
6.7. Security Incident Notification. The Recipient Party will notify the Disclosing Party without undue delay upon discovering any Security Incident involving the Disclosing Party’s Confidential Information. A “Security Incident” means any unauthorized access or disclosure of such Confidential Information, or a breach of security controls that may reasonably result in such unauthorized activity. The Receiving Party will provide sufficient details to enable the other party to assess the nature and scope of the Security Incident and take appropriate action. Each party will cooperate in good faith to mitigate any potential harm and comply with applicable legal requirements regarding breach notification.
REPRESENTATIONS & WARRANTIES
7.1. Mutual. Each party represents and warrants to the other that (a) the Agreement been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms, (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of the Agreement and (c) it will comply with all applicable laws and regulations in the performance of this Agreement.
7.2. Customer. Customer represents and warrants that it will use the Products in accordance with the Agreement, including any usage restrictions and license terms. Customer represents and warrants that Customer and Authorized Users will use the Products in compliance with Rasa’s Acceptable Use Policy, as updated from time to time, and that Customer will be responsible for any non-compliance with the Acceptable Use Policy by Authorized Users. If Rasa determines that Customer or Authorized Users are in breach of this section 7.2, Rasa may, at its sole discretion, suspend the right to access and use the Software, and take any other action it deems necessary to protect its rights and interests, including, seeking legal remedies.
7.3. Software. During the Subscription Term, the Software will be free from viruses, backdoors, and other malicious code and will operate in accordance with the Documentation. If the Software does not conform to this warranty, Customer’s sole remedy and Rasa’s sole obligation shall be for Rasa to provide Support Services to repair or replace the nonconforming Software, or if Rasa is unable to repair or replace the Software, to terminate the affected Orders, in which case Rasa will refund any fees paid for access and use of the Software in proportion of the time remaining in the Subscription Term.
7.4. Intellectual Property. Rasa represents and warrants that it has the necessary rights and licenses to provide the Software and that, to the best of Rasa’s knowledge, the Software does not infringe any third-party Intellectual Property. If a third-party claim of infringement is made, Rasa may, at its option: (a) modify the Software to be non-infringing; (b) obtain a license for Customer to continue using the Software; or (c) terminate the license for the infringing Software and refund any prepaid fees attributable to the period during which Customer was unable to use the Software due to such claim. This section states the entire liability of Rasa and the sole remedy of Customer for any infringement claim.
DISCLAIMERS
8.1. WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS PROVIDED OTHERWISE, THE PRODUCTS AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR NON-INTERFERENCE. RASA DOES NOT WARRANT THAT THE PRODUCTS OR DOCUMENTATION WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS; WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; OR WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE OR SERVICES. RASA MAKES NO COMMITMENT TO CORRECT DEFECTS OR TO MAINTAIN COMPATIBILITY OVER TIME.
8.2 DATA RESPONSIBILITY. THE PERFORMANCE, ACCURACY, AND EFFECTIVENESS OF ANY AI MODELS TRAINED OR DEPLOYED USING THE SOFTWARE DEPEND PRIMARILY ON CUSTOMER INPUT .CUSTOMERS RETAIN FULL RESPONSIBILITY FOR ALL CUSTOMER INPUT THEY USE WITH THE PRODUCTS, INCLUDING ITS QUALITY, LEGALITY, AND SUITABILITY FOR USE IN TRAINING OR DEPLOYING AI MODELS. CUSTOMERS ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY DATA USED WITH THE SOFTWARE IS OF SUFFICIENT QUALITY AND LEGALLY COMPLIANT FOR THE INTENDED PURPOSE. RASA DOES NOT HOST OR CONTROL CUSTOMER DATA. CUSTOMER ALSO ACKNOWLEDGES THAT THE BEHAVIOR AND RESPONSES OF THE CONVERSATIONAL ASSISTANT ARE DETERMINED BY THE CONFIGURATION, TRAINING DATA, FLOWS, AND LOGIC PROVIDED BY CUSTOMER. RASA DOES NOT REVIEW OR VALIDATE THE ACCURACY, APPROPRIATENESS, OR OUTCOME OF ANY CONVERSATIONAL ASSISTANT RESPONSES, ACTIONS, OR DECISIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE CONVERSATIONAL ASSISTANT’S BEHAVIOR. NOTWITHSTANDING ANYTHING TO THE CONTRARY, RASA DISCLAIMS ANY LIABILITY FOR ERRORS, INACCURACIES, OR LEGAL ISSUES RESULTING FROM CUSTOMER’S USE OF CUSTOMER INPUT OR CUSTOMER OUTPUT.
8.3 THIRD-PARTY INTEGRATION. THE PRODUCTS MAY INTERACT WITH OR INCORPORATE THIRD-PARTY CONTENT, SOFTWARE, OR SERVICES. RASA DOES NOT CONTROL OR ENDORSE SUCH THIRD-PARTY MATERIALS AND DISCLAIMS ALL LIABILITY RELATING TO THEIR ACCURACY, LEGALITY, OR FUNCTIONALITY.
INDEMNIFICATION
9.1. Indemnity by Rasa. Rasa will defend, indemnify and hold harmless Customer from any third-party Losses arising out of (a) any claim by third-party that the Software infringes on any third-party patent, copyright, or trademark, and (b) Rasa’s gross negligence or willful misconduct.
9.2. Exclusions. Rasa shall have no liability for any claim pursuant to Section 9.1., in the following circumstances: (a) use of a Product by Customer for purposes not intended or outside the scope of the license granted to Customer (b) the use of a Product in combination with Third Parties, if such infringement or misappropriation had not arisen but for such combination; (c) if the Products are provided to comply with designs, requirements, or specifications required by or provided by Customer, if the alleged infringement or misappropriation had not arisen but for the compliance with such designs, requirements or specifications; (d) Customer’s failure to use a Product in accordance with instructions provided by Rasa, if the infringement or misappropriation would not have occurred but for such failure; (e) from an unauthorized modification of a Product, where such infringement or misappropriation would not have occurred absent such modifications; and (f) any use of the Software in violation of this Agreement by Customer.
9.3. Indemnity by Customer. Customer will indemnify, defend and hold harmless Rasa from any third-party Losses arising out of Customer’s breach of this Agreement, including, a violation of applicable laws.
9.4. Procedure. Each party will promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to this Section 9. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Claim and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 9.4 will not relieve the Indemnitor of its obligations under this Section 9, except to the extent that the Indemnitor can demonstrate that such failure materially prejudiced the defense or settlement of the claim.
LIMITATION OF LIABILITY
10.1. Indirect Damages. Notwithstanding anything to the contrary, to the maximum extent permitted under the laws, and except in case of gross negligence, fraud and willful misconduct, neither party nor their Affiliates, employees, directors, officers, agents, subcontractors, and licensors will be liable for any indirect, consequential, special, or incidental damages, or damages for lost profits, revenues, business interruption, loss data, corruption of data store in or in connection with a Product, system reconstruction, loss of business information or reputational damages, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable.
10.2. Direct Damages. EXCEPT IN THE CASE OF AN INDEMNIFICATION OBLIGATION PURSUANT TO SECTION 9, AND TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAWS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR INDEMNIFICATION CLAIMS PURSUANT TO SECTION 9, EACH PARTY’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED TWICE THE AMOUNT PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE INDEMNIFICATION CLAIM.
10.3. Independent Allocation of Risks. Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of the Commercial Terms between the parties. This allocation is reflected in the pricing offered by Rasa to Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Commercial Terms. The limitations in these Commercial Terms will apply notwithstanding any failure of essential purpose of any limited remedy in these Terms.
10.4. Exclusions. Any limitations in the Agreement will be to the maximum extent set possible under applicable law. In certain jurisdictions, such limitations may not apply to moral or bodily damages.
TERMINATION
11.1. Material Breach. Either party may terminate part or all the Agreement if the other party does not cure its material breach of the Agreement within 30 days of receiving written notice of the material breach from the non-breaching party. Notwithstanding Section 11.3, in the event that the Agreement is terminated due to a breach by Customer, all fees due until the end of the Subscription Term, as set forth in the applicable Order(s), will be due immediately.
11.2. Termination for Bankruptcy or Insolvency. Rasa may terminate the part or all of the Agreement if Customer ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is declared bankrupt, or is the subject of any liquidation or insolvency proceeding which is not dismissed within 120 days, or makes any assignment for the benefit of creditors.
11.3. Impacts. If this Agreement is terminated for any reason, (a) Customer will pay to Rasa any fees or other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued prior to the effective date of the termination will survive, (c) Customer will discontinue all use of the Products, and (d) Customer will destroy all copies of Software in its possession or control, and will certify such deletion upon request.
11.4. Survival. Sections 2.2, 5.1, 5.7, 6, 8, 9, 10, 11.4, 12, 13, and any other parts of this Agreement which by their nature should survive the Term, will survive the Term.
GOVERNING LAWS AND DISPUTE RESOLUTION
12.1. Dispute. Any controversy or claim arising out of or relating to this Agreement (a “Dispute”) will first be attempted to be resolved amicably through good faith negotiations. Either party may initiate negotiations by providing written notice to the other, outlining the nature of the Dispute and the relief sought. Parties will assign representatives with decision-making authority to resolve the Dispute within 30 days.
12.2. Binding Arbitration. If the Dispute cannot be resolved amicably within 30 days, it will be finally resolved by binding arbitration under the rules of the International Chamber of Commerce (ICC). The arbitration will be conducted in accordance with the ICC Rules of Arbitration then in effect, with a tribunal of a single arbitrator selected by consensus within 30 days, or appointed by the ICC. The arbitration will be conducted in English. The arbitration shall have its seat at the location indicated in Section 12.5. (Governing Laws.)
12.3. Confidentiality and Award. The arbitration proceedings, including all documents and submissions, will be confidential and not disclosed without the written consent of both parties, except as required by law or to enforce an arbitration award. The award rendered by the arbitration tribunal will be final and binding, and judgment may be entered in any court of competent jurisdiction.
12.4. Injunctive Relief. Notwithstanding the above, either party may seek injunctive or other equitable relief at any time from any court of competent jurisdiction to prevent or enjoin any actual or threatened violation of this Agreement, including unauthorized use or disclosure of Confidential Information or infringement of Intellectual Property Rights.
12.5. Governing Laws. The governing law and jurisdiction for any Dispute will be determined based on Customer’s location: for the United Kingdom and the European Union, the laws of Germany with jurisdiction in the courts of Berlin and for the rest of the world, the laws of the State of New York with jurisdiction in the courts of New York, New York, USA.
GENERAL
13.1. Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding its subject matter. The parties acknowledge that they have not relied on any oral or written representations, warranties, or assurances, except as provided or referred to in the Agreement. Nothing in this Agreement will limit or exclude any liability for fraud.
13.2. U.S. Government Restricted Rights. The Software is a commercial computer software as defined in 48 C.F.R. § 2.101. If the Customer is the U.S. Government or any contractor, the Customer will receive only those rights with respect to the Software and Documentation as granted to all other end users under license, in accordance with 48 C.F.R. § 227.7201-227.7204 (for the Department of Defense and their contractors) or 48 C.F.R. § 12.212 (for other U.S. Government licensees and their contractors).
13.3. Waiver. The waiver of a breach of a provision of this Agreement will not operate as a waiver of any other or subsequent breach. If any part of this Agreement is held to be invalid or unenforceable, that part will be severed, and the rest of the Agreement will stay in force.
13.4. Anti-Corruption. Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the German Criminal Code (Strafgesetzbuch, StGB), specifically section 331 to 335b, which deal with bribery and corruption. Neither party has been subject to any investigation or found in breach of these laws. If either party violates these laws, the other party may terminate the Agreement upon written notice
13.5. Export Control. Customer will not use or otherwise export or reexport the Products except in compliance with Export Laws. In particular, the Products may not be exported or re-exported (a) into any U.S., German, or other applicable jurisdictions’ embargoed countries or (b) anyone on the U.S. Treasure Department’s list, or similar lists. (c) for an end use that is directly or indirectly related to the research, development or production of chemical, biological or nuclear weapons or any missile programs for such weapons, or that otherwise disrupt international peace or is contrary to any restriction on end uses as set forth in the Export Laws.
13.6. Force Majeure. Neither party will be responsible for events beyond their reasonable control not caused by their negligence, including acts of God, fire, pandemics, government decrees, supply shortages, internet outages, denial of service attacks, or other similar events. The affected party must inform the other without undue delay and make reasonable efforts to mitigate adverse impacts. Rasa is not responsible for wireless networks and communication service providers through which the Products are accessed or deployed, nor for Third Parties.
13.7. Commercial Terms. Rasa may modify this Agreement, by providing a prior written notice of 30 days to Customer. Any modification that adversely affects the Customer will only apply to future Orders.
13.8. Notices. Any notice under this Agreement must be in writing and delivered in person, by e-mail (with acknowledgment of receipt), or by mail, properly addressed and stamped. E-mail notices to Rasa should be sent to legal@rasa.com. Either party may change its address for notices by notifying the other party in accordance with this Section.
13.9. Assignment. Each party must obtain the other party’s prior written authorization to assign this Agreement, which will not be unreasonably withheld or delayed. However, each party may assign the Agreement in the event of a bona fide corporate restructuring, merger, acquisition, or sale of assets with written notice to the other party. This Agreement will bind permitted acquirers, assignees, and successors. Any unauthorized assignments or transfers will be null and void.
13.10. Independent Contractors. The parties are contractors and independent from one another. Nothing in the Agreement is intended to establish or authorize either party as an agent, legal representative, joint venture, franchisee, employee, or servant of the other party for any purpose. Neither party will make nor enter any contract, agreement, warranty, or representation on behalf of the other party, incur any debt or other obligation on behalf of or under the other party’s name, or act in any manner which has the effect of implying or suggesting that it is the apparent agent of the other party, except as expressly permitted herein.