raffle.ai, General Terms and Conditions, version 2.0 applied on date: 27.03.2019
In these general terms and conditions, defined terms shall have the meaning set out below:
Agreement means this SaaS agreement consisting of the SaaS License Agreement including the Schedules thereto.
Configuration means a configuration or other adaption to the Licensed Software based on standard functionality in the Licensed Software and not encompassing any development (i.e. coding) or changes to the Licensed Software.
Clause means the clauses of these General Terms.
Consultant means any advisor assisting the Customer in its implementation and application management that has undertaken an obligation by signature of a raffle.ai approved non-disclosure agreement to keep the Licensed Software and any information provided by raffle.ai to the Customer or the Consultant confidential.
Customer means the legal entity specified as such in the SaaS License Agreement.
Customisations means any amendments to the Licensed Software other than Configurations made by raffle.ai, or the Customer and/or its Consultant (if possible).
Deliverables means the Updates and Releases delivered by raffle.ai.
Effective date means the date of signing the Agreement.
General Terms means these raffle General Terms and Conditions.
Incident means any occurrence that is perceived by users as a deviation from what they might expect and that can be categorized as a defect according the Agreement.
Initial License Fee means the initial license fee for migration of data and other implementation costs as set out in the SaaS License Agreement (if applicable).
Knowledge Bases means each of the systems which can be searched using the Licensed Software as set out in the SaaS License Agreement.
Licensed Software means the software specified in Schedule 1, including raffle, as well as any Deliverables which shall be delivered through the SaaS Services.
Monthly SaaS Fees means the monthly fees for SaaS Services payable throughout the Term.
Parties mean the Customer and raffle.ai collectively.
Party means either of the Customer or raffle.ai, as applicable.
Premium Support has the meaning ascribed to it in Clause 9.
raffle means the virtual assistant included in the Licensed Software.
raffle.ai means raffle.ai ApS.
raffle Application or App means an application developed by raffle.ai which provides an alternative user interface to utilizing raffle (instead of the raffle API) and thus providing the means to engage with the Customer's Knowledge Base.
raffle Application Programming Interface or raffle API means the interface implemented in the Licensed Software to enable interaction with other software and integration with the Customer's Knowledge Base.
raffle IP Rights means copyrights, designs, patents, trademark rights, any other proprietary rights, and know-how to the Licensed Software, any deliverable by raffle.ai as part of the maintenance services, and SaaS Documentation. Release means a new major or upgraded version of the raffle API, which is designated as a release by raffle.ai.
SaaS means software-as-a-service.
SaaS Documentation means the description of the SaaS Services, including raffle API, Premium Support contact details, and the necessary prerequisites from Customer as set out in a dedicated webpage provided by raffle.ai, all as amended by raffle.ai from time to time.
Saas License Agreement means the terms set out in the raffle SaaS license agreement entered into between raffle.ai and the Customer.
SaaS Services means the license of the Licensed Software, application support, maintenance, and underlying server infrastructure services provided by raffle.ai in accordance with these General Terms, namely Clause 5.
Schedule means a schedule to the Agreement.
Support means the software support operated and made available by raffle.ai to the Customer and other customers of raffle.ai as further described in Clause 9 of these General Terms.
Update means a single package of software or a collection of patches, fixes, and/or enhancements to the software created and released by raffle.ai, typically delivered through an automatic update of the Licensed Software to amend the Licensed Software.
Working Day means any day other than a Saturday, a Sunday, a public holiday in Denmark or a day on which businesses are not generally open for business in the country of use.
1.1 raffle.ai grants the Customer a non-transferable and non-exclusive right to use the Licensed Software subject to i) the terms and conditions set out in this Agreement, ii) the individual licensing metrics set out in Schedule 1 (if any), and iii) the Customer's payment of all applicable fees under the Agreement.
1.2 raffle.ai may develop new modules or products which may be separately marketed and priced, and which are not included in this Agreement and do not form part of the Deliverables. If raffle.ai in its discretion decides to include such increased functionality into the Licensed Software, this will become part of the Licensed Software without any additional charges or fees.
raffle.ai, General Terms and Conditions, version 2.0 applied on date: 27.03.2019