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BETA SOFTWARE TERMS

Latest Update: February 21, 2023

The Beta Software Terms (the “Terms”) govern your access, use, download, and installation (“use”) of any free trial access or licenses, limited release, pilot, beta services, non-production release, early access, or similar access, evaluation, trial, and any related license key (the “Beta Software”).

The Terms are between the person who is using the Beta Software (“you”, “yours”), and Rasa Technologies, Inc. (“Rasa”, “we”, “us”). If you have any questions on the Terms, you can reach out to us at legal@rasa.com, or by mail at 4 Embarcadero Center, Suite 1400 San Francisco, CA 94111-4164 United States of America

The Terms enter into force upon your acceptance and continue until terminated by you or by us (the “Duration”). If you are entering into the Terms on behalf of an organization, you represent and warrant that you are authorized to do so.

The Terms will apply in addition to any other terms and conditions which are applicable in relation to our products and services, including any commercial agreement (the “Products Terms”). In case of conflict between the Products Terms and the Terms, the Terms will prevail unless specifically indicated otherwise. If you are entering the Terms on behalf of an entity, you represent and warrant that you are authorized to enter into these Terms on behalf of such entity.

License

Subject to the Terms, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable, and limited license to use the Beta Software, solely for the purposes of testing, evaluating, assessing, and trying the Beta Software, including for your internal evaluation of the Beta Software (the “Intended Purposes”). Unless indicated otherwise by Rasa, the Beta Software may only be activated by delivery of a license key, which license key may be designed to allow the use of the Beta Software in compliance with the scope of the foregoing license, and for the duration determined by Rasa in its sole discretion. The Beta Software, including any license key, may contain metering or instrumentation capable of verifying license entitlement and transmitting reports or statistics on the Beta Software usage to Rasa or a third party engaged by Rasa to collect any such reports or statistics for compliance with the Terms. The foregoing license shall apply to the documentation, release notes, license key, software, code, programs, and other components included thereto, which shall be deemed included in the expression “Beta Software”.

Restrictions

Unless indicated otherwise by Rasa, the following restrictions are applicable to your use of the Beta Software:

  • You can only use the Beta Software for the Intended Purposes. Some Beta Software may not be adapted to production use, please read the documentation associated with the Beta Software. You may not access, search, or create accounts, data, or other components of the Beta Software by other means than those authorized by Rasa, nor use it to conduct any data scraping, screen taping, spiders, crawlers, data mining tools, and automatic bots.
  • If the Beta Software includes functionalities facilitating the processing of data, such functionalities cannot be used to process personal data, sensitive data, or other commercially sensitive data. Any data processing agreement between you and us is not applicable to your use of the Beta Software. You agree that we will not be liable for any losses, claims, fines, damages, allegations, or expenses (“Losses”) resulting from your processing of such data in violation of the Terms.
  • You may not attempt to gain unauthorized access to the Beta Software, or otherwise circumvent any software protection, authentication requirements, or monitoring mechanisms within the Beta Software. For instance, you may not attempt to scan, probe, or test the vulnerability of the Beta Software, nor breach any security measures.
  • You may not decompile, disassemble, reverse engineer, investigate, modify, create derivative works from the Beta Software, or otherwise access any non-public interface within the Beta Software, except as permitted herein. You are also not allowed to copy, modify, distribute, sell, or lease any part of the Beta Software. You can only make a copy of the Beta Software for business continuity purposes, and for no other purposes.
  • You cannot access or use the Beta Software for the purpose of building a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Beta Software.
  • The Beta Software is subject to export control laws, including United States and German export control laws and regulations, as well as applicable economic sanctions laws and regulations. You may not directly or indirectly export, reexport, or transfer any items or technology provided by us to any country designated by the U.S. Department of State as a “State Sponsor of Terrorism”, or any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce, the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the US Government.

Confidential Information

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

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

The license key is our confidential information, you may just use it for the purpose of activating your Beta Software, and you cannot share it with anyone else. We reserve our right to revoke any license keys which are used in violation of the Terms.

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

Our IP

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

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

Feedback

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

Content

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

Disclaimers

We have no liability whatsoever for Beta Software, nor from any Losses resulting from your use of the Beta Software in violation of the Term. Your use of the Beta Software is at your sole discretion, and at your own risk. We are under no obligation to provide any support or maintenance for the Beta Software, even if we choose to do so. We don’t represent that all errors, feedback, requests for improvements or bugs will be addressed. Rasa is not required to release a commercial version of the Beta Software in the future. If future commercial versions are made available by Rasa, they may differ from the Beta Software in terms of functionality or features.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE BETA SOFTWARE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”: NEITHER US NOR OUR REPRESENTATIVES PROVIDE WARRANTIES, CONDITIONS, OR UNDERTAKINGS OF ANY KIND IN RELATION TO THE BETA SOFTWARE. THIS INCLUDES, BUT ISN’T LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, MERCHANTABILITY, OR NON-INFRINGEMENT OR ANY WARRANTIES WITH RESPECT TO THE ACCURACY, RELIABILITY, OR AVAILABILITY OF ANY CONTENT MADE AVAILABLE IN OR THROUGH THE BETA SOFTWARE. NO GUARANTEE OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION IS MADE. YOU ACKNOWLEDGE THAT THE BETA SOFTWARE IS AT AN EARLY STAGE OF DEVELOPMENT AND NOT FULLY TESTED, IT MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS AND WHEN USED MAY RESULT IN UNEXPECTED RESULTS, LOSS OF CONTENT OR OTHER UNPREDICTABLE DAMAGE OR LOSSES TO YOU.

Limitation of Liability

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

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

Termination

We can terminate these Terms upon written notice, at our sole discretion, at any time. We reserve the right to deactivate your license key, suspend or terminate your access to the Beta Software, at any time and at our sole discretion, with or without notice to you, and without liability to you. You can terminate the Terms at any time by ceasing to use the Beta Software and securely deleting the Beta Software.

If we terminate the Terms, all terms, and conditions which by their nature should survive the Terms, including any disclaimers, limitations of liability and provision regarding the resolution of a dispute, and confidentiality will survive the Terms.

Changes

We reserve our rights to make changes to the Beta Software, including by releasing additional versions. We can modify or amend the Terms from time to time. Please refer to the latest update date above. We will deploy commercially reasonable efforts to inform you of any material changes to the Terms. Please make sure to review the Terms from time to time.

Dispute Resolution

The laws of California, United States will apply to the interpretation of the Terms (without regard to conflict of law rules or principles), and subject to the provisions below, you agree that disputes will be resolved in the competent courts of San Francisco, California.

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

General

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

The Terms (including any disclaimers and the related documentation in relation to the Beta Software) embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which are related to the use of the Beta Software, or otherwise the subject matter hereof.

If you choose to use our Beta Software and decide to continue working with us after, such as by licensing our other products, you agree that we can use your name, logo and marks in our list of clients. You can withdraw your consent at any time by reaching out to us.

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