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Limited Access Terms

Last Updated: April 28th, 2025

These Trial Terms (the “Terms”) form a binding legal agreement between the legal entity requesting access to the Trial Instance, as defined below (the “Participant”) and the Rasa Entity providing the access, as defined below (“Rasa”).

By requesting access to the Trial Instance, the Participant agrees to be bound by the Terms. If you are accepting this Terms on behalf of the Participant, you represent and warrant that you have the authority to bind the Participant to the Terms. If the Participant does not agree with the Terms, Participant must not request or use the Trial Instance.

The Terms enter into force upon your acceptance and continues for as long as an access to the Trial Instance exists, or before, if you are not accepted after applying to obtain a Trial Instance.

Arbitration Notice

This Terms contain a mandatory arbitration provision, as well as a class action waiver. By agreeing to these Terms, the Participant agrees to resolve any disputes through individual arbitration, and waives its right to submit a dispute to a judge or jury, or to participate in a class action, class arbitration, or representative action.

If you have any questions on the Terms, 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:

Rasa Technologies, Inc. Attention: Legal Counsel 4 Embarcadero Centre, Suite 1400 San Francisco, CA 94111-4164 United States of America

Any notice that we send to you will be considered effective once sent to your email address. Any notice to us will only be effective once received by email, or by mail.

1. DEFINITIONS

1.1. “Conversational Assistant” means a machine learning powered text and voice-based assistant which is built, trained, managed, improved, and optimized by the Participant in relation with the Trial Instance.

1.2. “Input” means any data, content, or information provided or made available by the Participant 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 to build, train, manage, optimize, or deploy AI models or Conversational Assistants through the Trial Instance. Input explicitly excludes Rasa’s pre-existing Intellectual Property, proprietary models, executables, default configurations, software frameworks, or documentation provided by Rasa.

1.3. “Intellectual Property” 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.

1.4. “Losses” means any and all losses, damages, liabilities, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees and other legal expenses), whether direct or indirect, arising out of or relating to a claim, demand, action, proceeding, or investigation.

1.5. “Rasa Entity” means:

  • If the Participant is located in the European Union: Rasa Technologies GmbH, with a registered address at Schönhauser Allee 175, 10119 Berlin, Germany.
  • If the Participant is located outside the European Union: Rasa Technologies, Inc., with a registered address at Four Embarcadero Center, Embarcadero Ctr #1400, San Francisco, California, 94111, United States.

1.6. “Representatives” means Rasa’s affiliates, subsidiaries, employees, directors, officers, licensors, and service providers.

1.7. “Trial Instance” means a temporary, non-production sandbox environment made available by Rasa to the Participant solely for internal testing, experimentation, and evaluation purposes under these Terms. The Trial Instance is provided for exploratory use only, is not a commercial product, and is not intended for production deployment or real-world application.

1.8. “Output” means (a) any Conversational Assistants, customized conversation flows, training configurations, workflows and outputs developed using the Inputs and the Trial Instance and (b) any extensions, scripts or orchestration logic developed by the Participant. Notwithstanding anything to the contrary, the Output does not include Rasa’s pre-existing Intellectual Property, such as the Rasa models, frameworks, or tooling used to generate the Output.

2. PARTICIPANT SELECTION

2.1. Request. To request access to the Trial Instance, the Participant must submit a request through the mechanism designated by Rasa (ex: completing a request form). The submission of a request does not entitle the Participant to access or use the Trial Instance. Each request is for a single-user access unless Rasa agrees otherwise.

2.2. Selection. Rasa retains the sole and absolute discretion to determine whether, when, and to whom Trial Instance access is granted. Rasa may evaluate requests using any criteria it deems relevant, which may include technical, operational, business, legal, or strategic considerations, and may modify such criteria at any time without notice. Rasa is under no obligation to disclose the basis of its decision or to respond to inquiries regarding the selection process.

2.3. Availability. Trial Instance access is subject to availability and may be limited in number. Rasa makes no representations or guarantees regarding the availability of the Trial Instance, or the outcome of any request.

3. TRIAL INSTANCE

3.1. The Participant must provide accurate and up-to-date account information. The Participant is responsible for all activities that occur in the Trial Instance assigned to the Participant. The Participant may not make account access credentials available to third parties, share individual login credentials between multiple users for the Trial Instance, or resell or release access to the Trial Instance. The Participant will promptly notify Rasa if it becomes aware of any unauthorized access to or use of the Participant’s Trial Instance.

3.2. Usage Limits. The Participant shall use the Trial Instance in a manner consistent with its intended purpose as a temporary, non-production evaluation tool. Rasa may, at its sole discretion, monitor, restrict, limit, or suspend the Participant’s access to the Trial Instance if Rasa determines that Participant’s usage deviates from standard or reasonable trial use, imposes an undue burden on system resources, or otherwise conflicts with the Trial Terms. Rasa reserves the right to impose usage limits, restrict access features, or terminate the Trial Instance, in whole or in part, at any time and without notice, for any reason or no reason.

3.3. No Commercial Commitment. The provision of the Trial Instance does not obligate either party to enter into any further agreement. Rasa reserves the right to discontinue or decline any future access, upgrades or commercial offerings without liability.

4. RESTRICTIONS

4.1. Permitted Purpose Only. The Participant may access and use the Trial Instance solely for internal evaluation and testing during the Trial Period (the “Permitted Purpose”). The Trial Instance is not intended for production use, commercial exploitation, or use in connection with real-world or third-party interactions. The Participant may not use the Trial Instance to develop, operate, or deploy any Conversational Assistant outside the testing context. Integration or connection of the Trial Instance with any third-party API, service, platform, or system is strictly prohibited.

4.2. Prohibited Data and Use. The Participant remains solely responsible for ensuring that any use of the Trial Instance complies with applicable laws, including data protection. Rasa disclaims all responsibility for use of the Trial Instance in violation of such laws. The Participant shall not upload, submit, or process through the Trial Instance any of the following:

  • 4.2.1. Personal data, as defined under applicable data protection laws;
  • 4.2.2. Confidential business information, trade secrets, or proprietary data;
  • 4.2.3. Sensitive data, including but not limited to health records, financial information, government-issued identifiers, or biometric data.

4.3. Data Loss. The Participant acknowledges that the Trial Instance is not designed for data storage, retention, or retrieval. Rasa shall have no responsibility or liability for any loss, corruption, or deletion of data, and the Participant bears sole responsibility for ensuring that no critical, sensitive, or regulated data is submitted.

4.4. No Distribution or Commercial Use. The Trial Instance is not intended for commercial purposes, any Outputs or Conversational Assistants created using the Trial Instance may not be used for commercial purposes, published, distributed, sublicensed, or otherwise made available to third-party. The Participant may not use the Trial Instance or any Outputs to offer or provide products or services to third parties.

4.5. Competitive Use. The Participant shall not use the Trial Instance to develop, design, benchmark, or support any product or service that competes with or is intended to replicate the features or functionality of the Trial Instance. The Participant may not copy or use any part of the Trial Instance, including its idea, architecture, features, or interfaces, to create derivative works or competitive offerings.

5. Acceptable Use

5.1. Compliance. The Participant will use the Trial Instance in compliance with all applicable law, the Trial Terms, and Rasa’s policies, including, the Acceptable Use Policy.

5.2. Restricted Use. To the extent permitted by applicable law, the Participant will not use the Trial Instance in a manner that results in (a) the extraction or injection of data from or to the Trial Instance other than as permitted by the infrastructure; (b) the infringement, misappropriation or otherwise violation of any rights of third parties; or (c) reverse engineering, reverse compiling, translating, engaging in model extraction or stealing attacks, or otherwise attempting to discover the source code or underlying components of the Trial Instance, algorithms, and systems of the Trial Instance.

5.3. Harm. The Participant may not use the Trial Instance, Outputs, or Conversational Assistant to cause any type of harm, or encourage any type of harm, including for generating or promiting disinformation, misinformation, or false online engagement, impersonating another individual or organization, affecting the safety of others, or otherwise, any conduct that can engage Rasa’s liability. The Participant cannot use the Trial Instance to compromise the privacy of others, including, by processing personal data.

5.4. Monitoring. Rasa reserves the right to monitor the Participant’s use of the Trial Instance at any time during the Trial Period to ensure compliance with these Terms, and as it deems reasonably necessary. Such monitoring may include, without limitation, reviewing usage patterns, configurations, logs, content generated or submitted, and system interactions as necessary to (a) enforce these Terms; (b) maintain the security and integrity of the Trial Instance; and (c) detect, prevent, or investigate any unauthorized use, abuse or potential violations.

6. CONTENT

6.1. Participant Content. The Participant can provide Inputs through the Trial Instance, and receive Output from the Trial Instance (together, “Participant Content”). As between the Participant and Rasa, and to the extent permitted by applicable law, Participant (a) retains all ownership rights in the Input and (b) owns all Output. Rasa hereby assigns to the Participant all its right, title and interest, if any, in the Output.

6.2. License to Participant Content. The Participant hereby grants to Rasa a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to use, reproduce, transmit, perform, display and store Participant Content (a) to provide the Trial Instance; (b) to maintain, evaluate, develop and improve its products and services, including, to train artificial intelligence models where permitted by applicable laws; and (c) in aggregate form only, not attributable to the Participant, for research and marketing purposes. This license does not permit Rasa to commercialize, publish, or directly repurpose any specific Conversational Assistant created by the Participant, nor to incorporate such Participant Content into Rasa’s customer-facing models or production systems, except in the aggregate, anonymized, or non-attributable form.

7. INTELLECTUAL PROPERTY

7.1. Ownership. The Trial Instance, including all software, configurations, models, documentation, technical information, and any materials provided or made accessible by Rasa in connection with the Trial Instance (the “Rasa Materials”) is and shall remain the sole property of Rasa and its licensors. Rasa retains all rights, title, and interest in and to the Rasa Materials. All rights not granted to the Participant under the Terms are reserved.

7.2. Confidential Materials. The Trial Instance and all materials, configurations, models, documentation, and technical information made available by Rasa in connection with the Trial Instance (collectively, the “Confidential Materials”) are the confidential and proprietary information of Rasa. The Participant agrees to use the Confidential Materials solely for the Permitted Purpose and strictly on a “for your eyes only” basis. The Participant shall not disclose, share, distribute, or provide access to the Trial Instance or any Confidential Materials, in whole or in part, to any third party, including but not limited to affiliates, partners, contractors, or other employees, unless expressly authorized in writing by Rasa.

7.3. Feedback. If the Participant provides Rasa with any suggestions, comments, or other feedback regarding the Trial Instance or related products and services (“Feedback”), Rasa shall be free to use such Feedback without restriction. The Participant hereby grants Rasa a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, display, distribute, and otherwise exploit such Feedback for any purpose. The Participant acknowledges that all Feedback is provided voluntarily, without obligation or compensation of any kind.

8. DISCLAIMERS

8.1. No warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED OTHERWISE IN THE TERMS, THE TRIAL INSTANCE IS PROVIDED “AS IS” AND “AS AVAILABLE”: NEITHER RASA NOR ITS REPRESENTATIVES PROVIDE WARRANTIES, CONDITIONS, OR UNDERTAKINGS OF ANY KIND. THIS INCLUDES BUT ISN’T LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, MERCHANTABILITY, OR NON-INFRINGEMENT. DESPITE ANYTHING TO THE CONTRARY, WE MAKE NO REPRESENTATIONS OR WARRANTIES (A) THAT USE OF THE TRIAL INSTANCE WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE; (B) THAT DEFECTS WILL BE CORRECTED; (C) THAT PARTICIPANT CONTENT WILL BE ACCURATE OR (D) THAT THE TRIAL INSTANCE WILL BE PERFORMANT, AVAILABLE, OR WILL COMPLY WITH THE DOCUMENTATION.

8.2. Outputs. THE QUALITY, RELEVANCE, AND RELIABILITY OF ANY OUTPUTS GENERATED BY THE TRIAL INSTANCE DEPEND ON THE QUALITY AND NATURE OF THE INPUTS PROVIDED BY THE PARTICIPANT. RASA DOES NOT REVIEW OR CONTROL THE INPUTS AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, APPROPRIATENESS, LEGALITY, OR COMPLETENESS OF ANY OUTPUTS. THE PARTICIPANT IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ALL OUTPUTS PRIOR TO ANY USE OR RELIANCE. RASA SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM THE PARTICIPANT’S USE OF, OR RELIANCE ON, OUTPUTS GENERATED THROUGH THE TRIAL INSTANCE, INCLUDING ANY INCORRECT, MISLEADING, OR INAPPROPRIATE CONTENT GENERATED BY AI MODELS OR SYSTEMS.

8.3. Data Processing. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE TRIAL INSTANCE IS PROVIDED FOR DEMONSTRATION AND EVALUATION PURPOSES ONLY. IT IS NOT INTENDED TO PROCESS, STORE, OR ANALYZE SENSITIVE OR PERSONAL DATA, NOR TO BE USED IN A PRODUCTION ENVIRONMENT. RASA SHALL HAVE NO RESPONSIBILITY OR LIABILITY ARISING FROM THE PARTICIPANT’S FAILURE TO COMPLY WITH THE TRIAL TERMS, INCLUDING ANY UNAUTHORIZED PROCESSING OF PERSONAL DATA, CONFIDENTIAL INFORMATION, OR ANY DATA SUBJECT TO REGULATORY OBLIGATIONS.

8.4. Performance. THE PARTICIPANT FURTHER UNDERSTANDS THAT THE PERFORMANCE, SCALABILITY, ACCURACY, OR OUTPUT OF THE TRIAL INSTANCE MAY DIFFER FROM THE PERFORMANCE OF THE SOFTWARE IN A PRODUCTION DEPLOYMENT OR IN THE PARTICIPANT’S OWN SYSTEMS. RASA DOES NOT GUARANTEE THAT RESULTS OBTAINED THROUGH THE TRIAL INSTANCE WILL BE IDENTICAL OR REPRESENTATIVE OF THOSE IN OTHER ENVIRONMENTS OR UNDER DIFFERENT CONFIGURATIONS.

9. INDEMNITY

9.1. Indemnification by Participant. The Participant agrees to defend, indemnify, and hold harmless Rasa, and its Representatives (collectively, the “Rasa Indemnitees”) from and against any and all Losses (including reasonable attorneys’ fees) arising out of or relating to (a) the Participant’s use or misuse of the Trial Instance, or Participant Content; (b) any breach by the Participant of the Terms or of applicable laws; (c) Any violation of third-party rights, including Intellectual Property, data protection, privacy, or publicity rights; (d) any Participant Material provided or processed by the Participant through the Trial Instance; or (e) the development, deployment, or operation of any Conversational Assistant built or trained using the Trial Instance.

9.2. Procedure. Rasa reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Participant, in which case the Participant agrees to cooperate fully with Rasa in asserting any available defences.

10. LIMITATION OF LIABILITY 10.1. Limitation on Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RASA, OR ITS REPRESENTATIVES, BE LIABLE TO THE PARTICIPANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPANT’S ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE TRIAL INSTANCE, OR ANY RELATED SERVICES, OR PRODUCTS, EVEN IF RASA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Limitation on Direct Damages. RASA’S TOTAL CUMULATIVE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED U.S. DOLLARS (USD 100).

10.3. Exceptions. The foregoing limitations shall apply regardless of the cause of action, whether in contract, tort, or otherwise, and shall apply even if any remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages, such as bodily injury or gross negligence, so the above limitations may not apply to the extent prohibited by law.

10.4. Force Majeure. Rasa will not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, labor disputes or strikes, acts or war or terrorism, cyberattacks, or changes in laws and regulations.

11. SUSPENSION; TERMINATION 11.1. Trial Period. The Trial Instance is made available to the Participant for a period of seven (7) consecutive calendar days, commencing on the date Rasa issues written confirmation of access approval (the “Trial Period”). The Trial Period will terminate automatically at the end of this seven-day period unless Rasa agrees in writing to extend the duration. Rasa may decline any request for extension at its sole discretion and is under no obligation to provide justification or notice of refusal.

11.2. Termination. Rasa may, at any time and for any reason or no reason, suspend or terminate the Trial Instance and these Terms immediately, without prior notice. Such termination may include revocation of access credentials, suspension of the Participant’s right to use the Trial Instance, and deletion of any associated data or content.

11.3. Effect of Termination. Upon the expiration or termination of the Trial Period, for any reason, (a) all rights granted to the Participant under these Terms shall immediately cease; (b) the Participant shall promptly discontinue all use of the Trial Instance and any Rasa Materials; (c) Rasa shall have no obligation to retain, export, or make accessible any data, content, configurations, or Conversational Assistant(s) created during the Trial Period; and (d) Rasa shall not be liable for any Losses arising out of or relating to the expiration or termination of the Trial Instance.

11.4. Deletion. Following expiration or termination, Rasa will permanently delete the Trial Instance, except as permitted in the Terms. The Participant acknowledges that Rasa does not guarantee the ability to retrieve or export any part of the Conversational Assistant, Customer Content, or related data after the Trial Period. It is the Participant’s sole responsibility to export or preserve any such content prior to expiration.

11.5. Survival. Any provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, provisions relating to intellectual property, confidentiality, feedback, disclaimers, limitations of liability, indemnification, and dispute resolution.

12. EXPORT CONTROL

12.1. Compliance. The Participant acknowledges and agrees that access to and use of the Trial Instance, including any related products, services or documentation, is subject to applicable export control and sanctions laws and regulations, including those of the United States, the European Union, and the United Nations. The Participant shall be solely responsible for complying with all applicable export control laws and shall not permit any use of the Trial Instance that would cause Rasa to be in violation of such laws.

12.2. Export. The Participant shall not, directly or indirectly, access, use, export, re-export, divert, transfer, or disclose any portion of the Trial Instances or related services or content: (a) to any country, jurisdiction, entity, or individual that is the target of sanctions or export restrictions imposed by Germany, the United States, the European Union, or the United Nations, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions; (b) to any individual or entity identified on restricted or denied party lists, including but not limited to the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) Sanctions Lists and the U.S. Department of Commerce Denied Persons or Entity Lists; or (c) do any use in violation of applicable export control laws, including prohibited end uses.

13. GENERAL

13.1. U.S. Federal Agency Entities. The Trial Instance and related documentation are provided as a commercial service developed entirely at private expense. Use by U.S. government end users is subject to the same terms, conditions, and restrictions as apply to non-government users in accordance with the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

13.2. Assignment. The Participant may not assign or transfer any of its rights or obligations under these Terms without Rasa’s prior written consent. Rasa may assign these Terms, in whole or in part, including any rights or obligations, to any third party at its sole discretion without notice or consent. The Terms will be binding upon the parties and their respective successors and permitted assigns.

13.3. Interpretation. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and modified only to the extent necessary to make it enforceable, and the remainder of the Terms shall remain in full force and effect. Headings and formatting elements are included for convenience only and shall not affect the interpretation of these Terms. The fact that Rasa drafted these Terms shall not be used to construe any provision against Rasa under any applicable rules of construction or interpretation. Failure by Rasa to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of rights must be made expressly in writing, and a waiver on one occasion shall not constitute a waiver of any future right or remedy.

13.4. No Third-Party Beneficiaries. There are no intended third party beneficiaries to the Terms, and it is the Participant and Rasa’s specific intent that nothing contained in the Terms will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.

13.5. Governing Laws & Jurisdiction. If the Participant is registered in the European Union, the Terms shall be governed by and construed in accordance with the laws of Germany, without regard to conflict of law rules or principles, and any disputes shall be submitted to the exclusive jurisdiction of the competent courts of Germany. If the Participant is located outside the European Union, the Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law rules or principles, and any disputes shall be submitted to the exclusive jurisdiction of the competent courts located in San Francisco, California.

13.6. Relationship of the Parties. Nothing in these Terms creates or shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Participant and Rasa.

13.7. Changes. Rasa reserves the right to update or modify these Trial Terms at any time by providing the Participant with reasonable prior written notice. Continued use of the Trial Instance following the effective date of any such changes shall constitute the Participant’s acceptance of the revised Terms. If the Participant does not agree to the modified Terms, the Participant must immediately discontinue use of the Trial Instance. Rasa may modify, suspend, or discontinue any aspect of the Trial Instance at any time, with or without prior notice to the Participant.

13.8. Entire Agreement. These Terms constitute the entire agreement between the Participant and Rasa with respect to the Trial Instance and supersede all prior or contemporaneous agreements, understandings, representations, or communications, whether oral or written, relating to the same subject matter.