Effective as of October 17, 2024
Welcome to Ravnur’s video content management services, as more particularly described at www.ravnur.com (collectively, including all content available through the www.ravnur.com site or any Ravnur Video Content Management Portal or API, the “Ravnur Services”). Your use of any of the Ravnur Services, including those services (the “Services”) you elect to subscribe for pursuant to a Service Order will be governed by the following terms and conditions (the “Terms and Conditions”), and to the terms and conditions of Ravnur’s privacy notice, which are published at https://ravnur.com/privacy-notice and are incorporated herein by reference.
By using any Ravnur Service, you are agreeing to be bound by these Terms and Conditions.
1. Definitions
“Agreement” means these Customer Terms and Conditions and all materials referred or linked to in these Terms and Conditions.
“Billing Period” means the period for which you agree to pay fees under a Service Order, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Business Day” means all days, excluding Saturdays, Sundays and all days observed as legal holidays by either the State of New York or the U.S. Federal Government.
“Confidential Information” means all confidential information and trade secrets exchanged by the parties hereto, including without limitation, the Services, the Ravnur IP, the Customer Data, the Client Content, terms and pricing of this Agreement, and non-public financial and business information, your and our proprietary information and data (including any Sensitive Information), information about each party’s employees, clients, and vendors and all other information that a reasonable person would deem confidential, but excluding any information documented by the receiving party that (a) is or becomes generally available to the public, or (b) was in the receiving party’s possession or known by it prior to receipt from the disclosing party, or (c) was rightfully disclosed to the receiving party without restriction by a third party, or (d) was independently developed by the receiving party without use of any Confidential Information.
“Communication Services” means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Service that enable you to communicate with the public or with a private group.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
“Content” shall mean the Customer Data or the Ravnur IP, as the case may be.
“Customer Data” means all electronic data or information, videos, photos and other forms of media, and/or any and all other communications submitted by the Customer or any User to or through Service Provider in connection with the Services.
“Maximum Administrators” means the maximum number of administrators you are permitted to use with the Service, as identified in your Service Order, during the Subscription Term.
“Maximum Data Transfer” means the maximum amount of data transfer you are permitted to use with the Services, as identified in your Service Order, per month during the Subscription Term.
“Maximum Storage” means the maximum amount of storage (measured on an average daily basis) you are permitted to use with the Service, as identified in your Service Order, per month during the Subscription Term.
“Maximum Users” means the maximum number of users you are permitted to use with the Service, as identified in your Service Order, during the Subscription Term.
“Ravnur” means Ravnur, Inc., a Delaware corporation.
“Ravnur IP” means all software products developed or owned by us (or any third party software legally acquired by us), together with all new releases or updates thereto, in each case used to provide the Services or Consulting Services, including without limitation, code, text, software, scripts, and graphics, and any trademarks, service marks and logos, and any intellectual property rights to any of the foregoing.
“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
“Service” means the Ravnur Services we provide to you that you have subscribed to through a Service Order.
“Service Order” or “Order” means the Ravnur-approved form, including, without limitation, transactions through the Microsoft Azure Marketplace, by which you agree to subscribe to the Services and/or purchase Consulting Services. The purchase form may be referred to as a “Statement of Work” if you are purchasing only Consulting Services.
“Subscription Term” means the Initial Subscription Term (see paragraph 6.a) and any Renewal Subscription Terms (see paragraph 6.b).
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Service, including cloud hosting and data transfer services.
“Third-Party Sites” means third-party websites linked from within the Service, including Communications Services.
“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service for your benefit and have unique user identifications and passwords for the Service.
“We”,”us” or “our” means Ravnur, Inc., a Delaware corporation.
“You” or “Customer” means the person or entity using the Service or receiving the Consulting Services and identified in the applicable billing statement, Service Order or Statement of Work as the customer.
2. The Service
a. Access. During the Subscription Term, we will provide you access to use the Service indicated on your Service Order in accordance with the Terms and Conditions described in this Agreement.
b. Limits. Limits may apply to the number of Administrators, Users, Data Storage and/or Data Transfer monthly, during a Billing Period or During the Subscription Term. Any limits (collectively, the “Service Capacity”) will be specified in your Service Order and this Agreement.
c. Modifications. We may modify and/or upgrade the Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience. We will not make changes to the Service that materially reduce the functionality of the Service provided to you during the Subscription Term. Some elements of the Service may be provided through third party service providers.
d. Additional Features. You may subscribe to additional features of the Service by agreeing to a new Service Order.
e. Proof of Concept. If we make the Service available to you on a proof of concept basis such Services will be available until the earlier of (a) the end of the proof of concept period or (b) the start date of your Subscription. Notwithstanding anything to the contrary set forth in this Agreement, during any proof of concept period, (i) the Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Service for any reason at any time without notice, (iii) we will not be liable to you for damages of any kind related to your use of the Service (including loss of Customer Data) and (iv) we are not responsible for the return of any Customer Data you upload, publish or otherwise use in connection with the Services during the proof of concept period. Unless you elect to run the proof of concept on your own Azure Subscription or make other written arrangements with us prior to the end of the proof of concept period, your Customer Data will be deleted at the end of the proof of concept period.
f. No Reselling of Services. You agree not to use the Services for service bureau purposes or to provide a service directly or indirectly to third parties, including, without limitation, for the creation or manipulation of data to be sent to a third party or for the processing of data provided by a third party. You agree not to distribute, sell, sublicense or otherwise transfer the Service or any portion of the services except as we otherwise agree in writing. You agree not to adapt, translate, reverse engineer, decompile or otherwise derive the source code for the Service or any of the related features or to allow third parties over which it has control to do so.
g. Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
h. Use of Services. Customer represents, covenants, and warrants to Ravnur that Customer will use the Services only in compliance with these Terms and Conditions, any Service Order and any applicable user documentation.
3. Customer Support
The level of support (the “Service Standard”) for your Service is identified in your Service Order.
4. Consulting Services
a. Services. We may provide Consulting Services to you pursuant to a Service Order or Statement of Work. Fees for these Consulting Services are in addition to your Subscription Fee. Unless otherwise agreed, all Consulting Services are performed remotely.
b. Location. For Consulting Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of receipt of the invoice.
c. Fees. Hours purchased as part of a consulting package are nonrefundable and expire as set forth in the Service Order, but in any case no later than one hundred and eighty (180) days from purchase.
5. Fees and Payments
a. Fees. Customer will pay Ravnur the then applicable fees described in the Service Order for the Services (the “Subscription Fee”), any implementation Services and/or any Consulting Services (collectively, the “Fees”) in accordance with the terms therein. The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed your applicable Maximum Administrators, Maximum Users, Maximum Data Transfer or Maximum Data Storage (see Section 2.b. above), (ii) change Services, or (iii) subscribe to additional Services. If your use of the Services exceeds the Service Capacity set forth on the Service Order or otherwise requires the payment of additional fees (per the terms of the Service Order), you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term, except as provided below under “Fee Adjustments During a Billing Period”. In order to avoid additional charges, you should purchase the appropriate tier of Service for your anticipated needs.
b. Fee Adjustments in Next Billing Period. If you exceed your Service Capacity in a Billing Period, then your Subscription Fee will be adjusted at the beginning of the next Billing Period based on pricing adjustments set forth in your Service Order. This process will continue for each Billing Period during the Subscription Term. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Subscription Term or then‑current renewal term, upon thirty (30) days prior notice to you (which may be sent by email).
c. Payment by Credit Card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Subscription Term and all subsequent Billing Periods, including any agreed upon increases set forth in your Service Order(s). You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Any credit card payments will be subject to a 4% processing fee.
d. Payment against Invoice. If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Service Order. Any undisputed amounts not paid when due shall accrue interest at the rate of 1.5% per month or the highest amount permitted by law, whichever is lower, plus any expenses of collection. Monthly billing cycles incur a 1% fee on the total invoice amount excluding taxes. If Customer believes that Ravnur has billed Customer incorrectly, Customer must contact Ravnur no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Ravnur’s customer support department at support@ravnur.com.
e. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement or the applicable Service Order. All Fees are due and payable in advance throughout the Subscription Term.
f. Sales Tax. All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.
6. Subscription Term and Renewals
a. Initial Subscription Term. The initial subscription term shall begin on the effective date of your Subscription as set forth in the applicable Service Order and expire at the end of the period set forth in your Service Order (“Initial Subscription Term”).
b. Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for a period equal to the Initial Subscription Term (“Renewal Subscription Term”). Written notice of non-renewal must be sent no more than ninety (90) days but no less than thirty (30) days in advance of the end of the Subscription Term. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing as provided in Section 5.b above or as provided for in your Service Order or as the parties otherwise agree in writing. Should you decide not to renew, you may send the notice of non-renewal by email to accountmanagement AT ravnur DOT com.
c. End of Subscription Term. The Subscription Term will end on the expiration date and cannot be canceled before its expiration except as described in paragraph 17.d.
7. Ravnur’s Proprietary Rights
a. Protection of Ravnur IP. This is an Agreement for access to and use of the Service, and you are not granted a license to any Ravnur IP by this Agreement. The Ravnur IP is owned by or licensed to us, and may be subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Subject to the limited rights expressly granted to you hereunder, we reserve all rights, title and interest in and to the Ravnur IP and you agree that you will not acquire any right, title or interest in or to the Ravnur IP. You will not (i) permit any third party to access the Services or the Ravnur IP, (ii) create derivative works based on the Services or the Ravnur IP, (iii) copy, frame or mirror any part or content of the Services or the Ravnur IP, (iv) reverse engineer the Services or the Ravnur IP, (v) access the Services or the Ravnur IP in order to build a competitive product or service, or (vi) copy any Ravnur IP. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and the Ravnur IP, which efforts shall be at least as stringent as those you use to protect your own intellectual property. You will notify us promptly of any unauthorized access or use of the Ravnur IP.
b. Customer Comments. We encourage all customers to comment on the Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Service or Consulting Services, without payment to you.
8. Customer’s Proprietary Rights
a. Customer Applications and Code. If you or any User or Administrator creates applications or program code using the Services or Consulting Services, you will permit us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for us to provide the Services in accordance with this Agreement and your Service Order. Subject to the above, we will not acquire any right or interest from you in or to such applications or program code, including any intellectual property rights therein, except to the extent developed or derived from the Services or Consulting Services in accordance with and subject to the terms of this Agreement and your Service Order.
b. Customer Data. All Customer Data is owned by or licensed to you, and may be subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Subject to the limited rights expressly granted to us hereunder, you reserve all rights and interest in and to your Customer Data and all related intellectual property rights related to such Customer Data. We acknowledge and agree that we shall acquire no right or interest in or to your Customer Data, including any intellectual property rights therein.
c. Limits on Ravnur. Ravnur will use Customer Data only in order to provide the Service to you and only as permitted by applicable law, this Agreement, your Service Order and our Privacy Notice.
b. Aggregate Data. We may monitor use of the Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
c. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. If Customer’s use of the Services involves (i) processing personal data pursuant to Regulation 2016/679 (the “GDPR”) and/or transferring personal data outside the European Economic Area, UK or Switzerland to any country not deemed by the applicable laws and regulations of those countries as providing an adequate level of protection for personal data, or (ii) processing personal information pursuant to the California Consumer Privacy Act of 2018, California Civil Code Section 1798.100 et seq (“CCPA”), the terms of the Ravnur Data Processing Addendum located at https//ravnur.com/data-privacy-addendum/ (“DPA”) shall apply to such personal data and be incorporated into this Agreement.
d. Responsibility for Customer Data. You will be solely responsible for the accuracy, quality and legality of your Customer Data, the means by which you acquired the Customer Data and the consequences of posting or publishing Customer Data. You represent to us that you own or have the necessary licenses, rights, consents, and permissions, patents, trademarks, trade secrets, copyrights or other proprietary rights to use the Customer Data. You will not: (i) submit Customer Data that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from its rightful owner to post such material; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit Customer Data that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; or (iv) impersonate another person. You agree that we do not endorse any Customer Data or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with Customer Data. You and we agree that nothing contained herein shall make us responsible for the legality, review or substance of your Customer Data, and, although Ravnur has no obligation to monitor Customer’s use of the Services, Ravnur may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
9. Confidentiality
Each Party shall use all Confidential Information only for purposes of this Agreement, and no such information shall be disclosed by the recipient to any third party except (i) to your or our agents, advisors, auditors and representatives (collectively, the “Representatives”), but only to the extent necessary to carry out the purposes of this Agreement (and provided that Customer and Ravnur shall each be responsible for any breach by their respective Representatives of the terms of this Agreement), or (ii) subject to the provisions of this Paragraph 9, as may be required by court order provided reasonable written notice is given to the disclosing party. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
10. Publicity
You grant us the right to add your name and company logo to our customer list and website.
11. Customer Azure Subscriptions
In the event that you elect to deploy the Services using your own Azure cloud data transfer and storage services through an Enterprise Agreement, Enrollment Agreement or other volume licensing arrangement with Microsoft (a “Azure Subscription”), as set forth in your Service Order, the following provisions shall apply:
- Maximum Transfer and Storage Limits. No Maximum Data Transfer or Maximum Storage limits shall apply.
- Safeguarding of Ravnur IP. Customer shall be responsible for safeguarding the Ravnur IP when the Ravnur Services are running within its Azure Subscription. In the event that there is any breach beyond any applicable notice and cure periods set forth in Section 17 of these Terms and Conditions (or the modification thereto) by Customer or any of its Affiliates while the Services are running within Customer’s Azure Subscription, Ravnur may immediately terminate the Services for cause in accordance with Section 17 hereof. Within five (5) Business Days after such termination, Customer shall permanently delete all Ravnur IP, including, without limitation, any source code, software, or any electronic and technical information comprising or describing the software including any source code, documentation, related software or any development environments from its computer and storage systems and media, and destroy any and all tangible copies thereof. Upon request by Ravnur, Customer shall deliver to Ravnur written certification of its compliance with this Section signed by its authorized representative within five (5) Business Days after request therefor.
- Customer Data. At the expiration or earlier termination of the applicable Subscription Term, we will use our commercially reasonable efforts to assist you in retrieving your Customer Data in accordance with paragraph 17.e below but Ravnur shall have no obligation to return any Customer Data hosted on Customer’s own servers pursuant to Customer’s Azure Subscription. Ravnur shall have no responsibility for, and Customer hereby waives any claim arising out of, any failure of Ravnur or Customer to return any Customer Data hosted on such Customer’s own servers pursuant to Customer’s Azure Subscription at the end of the applicable Subscription Term.
- Ravnur Access. At all times during the Subscription Term that Customer is running the Services through its Azure Subscription, Customer shall grant Ravnur access to Customer’s Azure Subscription solely for purposes of providing the Services to Customer. If Ravnur is prevented from accessing Customer’s Azure Subscription where the Services and/or Ravnur’s IP resides after five (5) Business Days’ notice thereof to Customer, Ravnur may immediately terminate the Services and the applicable Service Order for cause in accordance with Section 17 (or any modifications thereto). Within five (5) Business Days after such termination, Customer shall permanently delete all Ravnur IP, including, without limitation, any source code, software, or any electronic and technical information comprising or describing the software including any source code, documentation, related software or any development environments from its Azure Subscription, computer and storage systems and media, and destroy any and all tangible copies thereof. Upon request by Ravnur, Customer shall deliver to Ravnur written certification of its compliance with this Section signed by its authorized representative within five (5) Business Days after request therefor.
- Administration. The Microsoft Azure Subscription used to provision the Ravnur Services shall be used only for Ravnur Services. No other applications, databases, storage accounts or other services shall be permitted to run within the Subscription without prior Ravnur written approval. Customer shall restrict access to the Customer Azure Subscription used to provision the Services to named and authorized Customer employees. Authorized Customer employees shall not exceed one (1) named Customer Service Administrator and one (1) named Customer Co-Administrator. Upon our request, you shall provide us with access audit logs to verify compliance with this clause.
- Impact of Microsoft Azure Outages. To the extent that such claim is caused by Microsoft Azure’s failure, Ravnur shall not be responsible for, and Customer hereby waives claims arising out of, failure of the Ravnur Services and applicable service level agreements as a result of a problem or other failure within Customer’s Azure Subscription caused by Microsoft or any third party other than Ravnur. For avoidance of doubt, Ravnur will remain responsible for security obligations to the extent that they are not disrupted by Microsoft Azure’s failure.
- Claims and Service Level Agreements. Ravnur shall have no liability in connection with, and Customer hereby expressly waives and releases Ravnur from any liability in connection with, any Claims or requests for service level credits in connection with (i) any failure to meet any applicable service level agreement set forth in the Service Order (a “Service Level”) or (ii) any breach of the Terms and Conditions, in each case to the extent (A) caused by Customer or any party other than Ravnur or its affiliates, (B) that such failure results from any changes, modifications, edits, additions or deletions to Azure services running in the Azure Subscription made by Customer without Ravnur’s prior written consent or (C) caused by a Microsoft Azure outage. Ravnur’s obligations to meet any applicable Service Level shall be suspended during any period during which the Services do not perform as a result of (1) any changes, modifications, edits, additions or deletions to Azure services running in the Azure Subscription made by Customer without Ravnur’s prior written consent, or (2) which are performed during scheduled maintenance or down time.
12. Unauthorized Use
You will notify us right away of any unauthorized use of your Users’ or Administrators’ identifications and passwords for your Ravnur Services or the Azure Subscription running Ravnur Services at accountmanagement AT Ravnur DOT com.
13. Acceptable Use of Communications Services
You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.
14. Third-Party Sites and Products
Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.
15. Indemnification
a. Each party (the “Indemnitor”) will indemnify, defend and hold harmless the other party, its parent corporation, officers, directors, employees and agents (collectively, the “Indemnitee”) from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs or expenses, including litigation costs and reasonable attorneys’ fees (a “Claim”) made or brought against Indemnitee by a third party (i) alleging any infringement by the Service or any Content of any United States patent or any copyright or misappropriation of any trade secret or (ii) that is based upon or arises out of Indemnitor’s material noncompliance with or material breach of this Agreement. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Ravnur, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Ravnur, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Ravnur to be infringing, Ravnur may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
b. General. Each Indemnitee will notify each Indemnitor in writing within thirty (30) days of Indemnitor becoming aware of any such Claim. Indemnitor shall not accept any settlement that (i) imposes an obligation on Indemnitee; (ii) requires Indemnitee to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Indemnitee without Indemnitee’s prior written consent.
16. Disclaimers; Limitations of Liability
a. Warranty and Disclaimer. TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS PROVIDED IN THE APPLICABLE SUPPORT LEVEL, THE SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR AND OUR LIABILITY ARISING FROM OUR RESPECTIVE INDEMNITY OBLIGATIONS, AND YOUR AND OUR LIABILITY FOR VIOLATION OF EACH OTHER’S INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
17. Termination, Suspension and Expiration
a. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
b. Suspension for Prohibited Acts. We may suspend any User’s or Administrator’s access to the Service for: (i) use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement or (ii) instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity or any Ravnur IP.
c. Suspension for Non-Payment. We may suspend your access to all or any part of the Service upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
d. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Service and Ravnur Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
e. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to the Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control. This paragraph shall not apply in the event that you are running the Services on your Azure Subscription, in which case Section 11.c shall apply.
19. General
a. Amendment. We may update and change any part or all of this Agreement from time to time. If we update or change this Agreement, the updated Agreement will be posted at http://www.ravnur.com/customer-terms-and-conditions and we will notify Customer by email of any such changes if we have a valid contact email for you. The updated Agreement will become effective and binding on the next Business Day after the later of (i) the changes being posted and (ii) you are notified (you will be deemed notified if you do not provide a valid notice email). When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.
b. Consequences of Amendment. If you do not agree with a modification to the Terms and Conditions, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms and Conditions prior to modification for the remainder of your current term. Upon renewal, the Terms and Conditions published by us on our website will apply.
c. No Waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
d. Applicable Law. This Agreement and your Service Order will be governed by the law of the State of Delaware, without reference to conflicts of laws principles. Both parties consent to the exclusive jurisdiction and venue of courts in Wilmington, Delaware, U.S.A. for all disputes arising out of or relating to the use of the Service or the Consulting Services.
e. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
e. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
f. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
g. Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Service, including any applicable export laws.
h. Severability. If any part of this Agreement or a Service Order is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
i. Notices. All notices required or permitted by this Agreement shall be in writing. To be effective, any notice must be (i) sent by email or other electronic transmission, (ii) sent by Federal Express or other similar overnight document delivery service, or (iii) sent by certified or registered mail (postage prepaid, return receipt requested). All notices shall be sent to the parties at their respective addresses indicated on the Service Order. Notices given by email or other electronic transmission (with electronic confirmation or, with the original to follow) if given during a Business Day shall be deemed given on the date of the electronic confirmation, otherwise, on the next Business Day. Notices sent by overnight courier shall be deemed given on the following Business Day. Notices sent by certified or registered mail shall be deemed given as of the date indicated on the return receipt or on such date when delivery of such notice was refused. The addresses and addressees for the purpose of this Agreement may be changed by giving written notice of such change by email to accountmanagement@ravnur.com.
j. Entire Agreement. This Agreement (including each Service Order and/or Statement of Work), together with, if applicable, the DPA, is the entire agreement between us for the Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us.
k. Assignment. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s consent except that either party may, upon notice to the other party, assign its rights under this Agreement (i) to any affiliate of such party or (ii) in the event of merger, reorganization, sale of all or substantially all of its assets, change of control or by operation of law (a “Change of Control Transaction”). We may terminate this Agreement upon notice to you if, following a Change of Control Transaction, we reasonably determine that the Customer is a competitor of ours. In the event of such termination, we shall return the balance of any prepaid Fees to you effective as of the date of such termination.
l. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
m. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods.
n. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement, any Service Order and/or Statement of Work and that such document is binding upon such party and enforceable in accordance with its terms.
o. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Fees and Payments’, ‘Ravnur’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, “Customer’s Azure Subscription” and ‘General’.
p. Precedence. In the event of a conflict between the terms of this Agreement and a Service Order or Statement of Work, the terms of the Service Order or Statement of Work shall control, but only as to that Service Order or Statement of Work.
