Last Updated: Nov 30, 2023
The Terms are between you, the person accessing or using the Rasa Products and Services (“you”; “your”), and the Rasa Entity (“Rasa”, “we”, “us”).
The Rasa Entity means the company within our group that contracts with you, depending on your location when you enter into the Terms:
- 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 access and use the Rasa Products and Services, you must accept the Terms. If you don’t agree with the Terms or any changes we make to them, you cannot use the Rasa Products and Services. The Terms are effective as soon as you accept them and continue as long as you access and use our Products or Services.
These Terms contain a mandatory arbitration clause and class action waiver. By agreeing to these Terms, you also agree to resolve any disputes through individual arbitration, and you waive your right to submit disputes 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 email@example.com, or by mail at:Rasa Technologies, Inc.
Attention: Legal Counsel
4 Embarcadero Center, Suite 1400
San Francisco, CA 94111-4164
United States of America
Any notice that we send you will be effective when sent to your email or posted in the Products. Any notice to us will only be effective once received by our Legal Counsel.
Unless defined elsewhere in these Terms, 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.
- “AI Assistant Data” means any data that is processed by an AI Assistant, or to train and optimize AI Assistants, including User Data.
- “Commercial Terms” means the commercial terms applicable to the licensing of the Products, 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 that are made available to Users through the AI Assistant, or that are linked to, accessed by, or collected by the AI Assistant.
- “Documentation” means the documentation that we make available online to describe the Rasa Products and Services, including the functionalities and specifications, 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 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.
- “OSS” means Rasa Open Source Software licensed pursuant to an open source software license (an “OSS License”), including 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 X/Enterprise, Rasa Studio, together named the Rasa Platform, and as modified from time to time, including by improvements, updates, and versioning.
- “Rasa Software” means any software, 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. The Rasa Software includes OSS and Products, as these terms are defined below. The Rasa Software includes OSS and Products, such as the Action Server SDK, Rasa Playground, Starter Packs, channel connectors, and chat widgets.
- “Representatives” means our affiliates, subsidiaries, employees, directors, officers, licensors and service providers.
- “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”).
- “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 as part of interactions with your AI Assistant (e.g., requests, responses, images, voice notes, and actions of a participant).
Notwithstanding anything to the contrary, in case of a conflict between the Terms and the specific terms and conditions applicable to part or all of Rasa Products and Services, (the “Specific Terms”), the Specific Terms will prevail. The Specific Terms include the End User License Agreement, as well as any OSS Licenses included with the Rasa Software.
You agree that you may not remove any attribution, copyrights, or other IP notices in the Products. Our marks, trademarks, service names, trade secrets, and copyrights are our IP. The rights not granted herein, are reserved.
You may provide or we may ask you to provide suggestions, comments, inputs, or other feedback regarding the Rasa Products and Services (“Feedback”). 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 and that we may use any Feedback you provide to improve our Products and Services.
When using the Rasa Products and Services, you agree to comply with our housekeeping rules. We make these rules to protect individuals’ rights and freedoms, as well as to protect our IP. If you breach our housekeeping rules, we can suspend your right to access and use the Rasa Products and Services.
- Discrimination. You cannot use the Rasa Products and Services, to threaten individuals, propagate hateful content (e.g. any statement, image, photograph, or advertisement), or other Content that could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease or immigration status. When building, training, and optimizing the AI Assistant, you are responsible for preventing biases and discrimination.
- Fraud or Liability. You cannot access or use the Rasa Products and Services to engage in or in connection with fraudulent activities. Rasa also does not allow the distribution of Content that, in our sole discretion, is materially false, inaccurate, or misleading in a way that could deceive or confuse Users about important information, events, topics, or circumstances. You cannot create a false identity, forge an email address or header, phone number, or otherwise attempt to mislead us as to your identity, the identity of the sender, or the origin of a message transmitted through the Rasa Products and Services.
- Data Scraping. You may not access, search, or create accounts, data, or other components of Rasa Products and Services by other means than permitted herein, including by way of data scraping, screen taping, spiders, crawlers, data mining tools, and automatic bots, except as permitted by the Documentation (e.g. for creating BI and visualizing it through Third-Party Services).
- No Breach of Security. You cannot attempt to gain unauthorized access to the Rasa Products and Services, or otherwise circumvent any software protection, authentication requirements, or monitoring mechanisms. For clarity, you cannot attempt to scan, probe, or test the Products, including as part of vulnerability or intrusion testing or unauthorized bug bounty, including any network, web interfaces, or related components, nor breach any security measures.
- IP Breach. You cannot use the Rasa Products and Services, nor the AI Assistant, in a manner that infringes third parties’ IP, including in violation of the Digital Millennium Copyright Act (“DMCA”).
- Reverse Engineering. You cannot decompile, disassemble, reverse engineer, investigate, modify, or create derivative works from the Products, or otherwise access any non-public interface within Rasa Products and Services, except as permitted herein.
- Competition. You cannot access or use Rasa Products and Services for the purpose of building a similar or competitive product or service or copy any ideas, features, functions, or graphics of Rasa Products and Services.
You may only use our bandwidth for your Content, in accordance with the Documentation.
Compliance with Laws
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, and Third-Party Services’ terms and conditions. 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 are also responsible for ensuring that you use Rasa Products and Services in a manner that is compliant with Privacy Laws.
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, and 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/.
When you access and use Rasa Products and Services you may access some of our confidential data, such as programs, codes, software, configurations, and algorithms which are our confidential data. While our Products are generally made available as open-source software, the Services may contain our IP, and our confidential data. Please do not disclose or use our confidential data for any other purposes than for accessing and using the Services based on the Documentation, or as otherwise permitted in these Terms.
If we provide you with access to Early Release Software, and if we indicate that the Early Release Software is confidential or “for your eyes only”, then you may not disclose any part of the Early Release Software to third parties, including by way of online reviews, screenshots or sharing on social media.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED IN THESE TERMS, RASA PRODUCTS AND SERVICES (INCLUDING ANY DOCUMENTATION) 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 RASA PRODUCTS AND SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES DISCLAIM ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, MERCHANTABILITY, OR NON-INFRINGEMENT OR ANY WARRANTIES WITH RESPECT TO THE ACCURACY, RELIABILITY, OR AVAILABILITY OF ANY CONTENT OR INFORMATION MADE AVAILABLE IN OR THROUGH RASA PRODUCTS AND SERVICES.
Neither we nor our Representatives are responsible for Third-Party Services, including any Integration, or third-party APIs. Your use of any Third-Party Services and rights with respect to such Third-Party Services are solely between you and the applicable third party. We are not responsible for the privacy, security, or integrity of any Third-Party Services or the practices and policies of any Third-Party Services. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Services.
We won’t be held liable for any delays or failure in the performance of any part of Rasa Products and Services if it’s 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, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
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. Our sole liability will be to our Customer 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 will we or our Representatives be liable for any Losses you suffer if you use Rasa Products and Services in violation of these Terms, regardless of whether we terminate or suspend your right to access and use the Rasa Products and Services due to such violation.
You agree to indemnify and hold us and our Representatives harmless from any Losses, including legal fees and expenses in connection with a material breach of these Terms, including a breach of applicable laws.
We may terminate or suspend your right to access and use the Rasa Products and Services if you breach the Terms. We may report your breach of these Terms to Customer upon termination of the Terms for any reason, all terms and conditions which by their nature should survive these Terms, including any disclaimers, limitations of liability, and provision regarding the resolution of a dispute, will survive the termination of the Terms.
The laws applicable to the Terms vary depending your location when you enter into the Terms:
- If you are in the European Union, the laws of Germany will apply to the interpretation of the Terms (without regard to conflict of law rules or principles), and subject to the provisions below, you agree that disputes will be resolved in the competent courts of Germany.
- If you are in the United Kingdom, the laws of the United Kingdom 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 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 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, or in Germany, at your discretion. No award or procedural order made in the arbitration shall be published. 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.
Subject to the Commercial Terms, we may make changes (a) to the Terms upon written notice and (b) to the Rasa Products and Services. If we make changes that you don’t agree with, you can cease to use the Rasa Products and Services at any time.
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 Terms.
Published and unpublished rights are reserved under the copyright laws of the United States. The manufacturer is Rasa Technologies GmbH.
You may not assign any of your rights under these Terms to anyone else. We may assign these Terms, and any of our rights and obligations hereunder to any other individual or entity at our discretion.
If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Terms will still be valid. The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Terms are interpreted. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
These Terms, the Specific Terms, the OSS Licence, the End User License Agreement and other terms and conditions that you may agree to in relation to your use of the Rasa Products and Services from time to time, make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.