Terms of Use

1.1. “Authorized Use” means Subscriber’s access to and use of the Service solely for Subscriber’s internal evaluation, testing, and familiarization purposes, and strictly in accordance with the terms and conditions set forth herein. Authorized Use does not include: (a) use of the Service by, or on behalf of, any entity that is not Subscriber or a Permitted Affiliate; (b) the right to resell, sublicense, or make the Service available to any third party; or (c) the right to modify, reverse engineer, reproduce, create derivative works from, or disclose any component of the Service to any third party.

1.2. “Authorized Users” means any employee, contractor, or authorized representative of Subscriber or a Permitted Affiliate who accesses or uses the Service on Subscriber’s behalf. Subscriber is responsible for all acts and omissions of its Authorized Users in connection with the Service. There is no limit on the number of Authorized Users, provided that access remains within the scope of Authorized Use.

1.3. “Data” means any information, content, or materials submitted by Subscriber or its Authorized Users to the Service in connection with Authorized Use.

1.4. “Documentation” means the user manuals and supporting materials (if any) provided by Provider in connection with the Service, whether in printed or electronic form.

1.5. “Effective Date” means the date Subscriber first accepts these Terms.

1.6. “Feedback” means any suggestion, enhancement request, recommendation, correction, or other input provided by Subscriber or its Authorized Users to Provider regarding the Service or SDK.

1.7. “Hosting Environment” means the cloud infrastructure or data center environment through which Provider makes the Service available to Subscriber.

1.8. “Incident” means any actual or reasonably suspected unauthorized access to, use of, disclosure of, modification of, or destruction of Subscriber Data, or any event that materially disrupts or threatens to disrupt the availability, integrity, or confidentiality of the Service or Subscriber Data.

1.9. “Intellectual Property Rights” means all inventions, patents and patent applications, works of authorship, copyrights, trademarks, know-how, show how, trade secrets, and other similar proprietary rights throughout the world, whether arising under federal, state, common, foreign law, or otherwise.

1.10. “Permitted Affiliates” means Subscriber’s wholly-owned subsidiaries and affiliates. Access by Permitted Affiliates is part of Subscriber’s access and does not require separate agreements, provided that Subscriber remains liable for each Permitted Affiliate’s compliance with these Terms.

1.11. “Provider” means Raft, LLC.

1.12. “Service” means the hosted software solutions set forth in Schedule B, made available by Provider at no charge via the Hosting Environment. The Service does not include installation of software on Subscriber-controlled systems. The Service constitutes “commercial computer software” as that term is defined in FAR 2.101 and DFARS 252.227-7014(a)(1) as applicable, and is developed exclusively at private expense.

1.13. “Software Development Kit” or “SDK” means any software development kit, including libraries, sample code, application programming interfaces (“APIs”), tools, plug-ins, documentation, and related materials, provided by Provider to Subscriber in connection with the Service, as identified in Schedule B. The SDK is an optional feature of the Service and is made available as described in Schedule B.

1.14. “Subscriber Integration” means any software application, module, or interface created by Subscriber using the SDK that interfaces with the Service, but does not include any portion of the Service itself or any modification or derivative thereof.

2.1 Grant of Access. Subject to and conditioned upon Subscriber’s compliance with these Terms, Provider grants Subscriber a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable right to access and use the Service during the Term solely for Authorized Use. This grant includes:

2.2. Restrictions. The rights granted in Section 2.1 are subject to the following restrictions. Subscriber may not:

2.3 No Source Code. The Service is made available as a hosted solution. Nothing in these Terms grants any license to underlying source code of the Service.

2.4 No Implied License. All rights not expressly granted herein are reserved. Nothing in these Terms shall be construed to grant any license by implication, estoppel, or otherwise. For the avoidance of doubt, nothing in these Terms grants Subscriber any rights in or to any Provider technology, platform, or intellectual property outside the scope of the Service and Documentation as expressly identified in Schedule B.

2.5 Assignment. Neither these Terms nor any rights hereunder may be assigned or transferred by Subscriber, in whole or in part, by operation of law or otherwise, without Provider’s prior written consent, except that Subscriber may assign these Terms without consent to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of Subscriber’s assets, provided that: (i) Subscriber provides Provider with written notice promptly following such assignment; and (ii) the successor entity agrees in writing to be bound by these Terms. Provider may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to Subscriber. Any attempted assignment not permitted by this Section shall be void and of no effect.

2.6 Compliance Verification. Subscriber shall maintain reasonable records sufficient to demonstrate compliance with the use restrictions in these Terms and shall, upon written request no more than once annually, certify in writing its compliance with those restrictions. Provider’s right to verify compliance is limited to Subscriber’s adherence to the use restrictions in Section 2.

2.7 Not a Sale. The parties agree that these Terms grant a right of access only and do not constitute a sale of the Service or any component thereof. All Intellectual Property Rights in the Service and Documentation remain Provider’s sole and exclusive property.

2.8 Acceptable Use. Subscriber’s and Authorized Users’ use of the Service is subject to Provider’s Acceptable Use Policy (“AUP”), as published by Provider at [INSERT URL] and updated from time to time on reasonable notice to Subscriber. In the event of conflict between the AUP and these Terms, these Terms control. The AUP governs prohibited uses including without limitation: spam and unsolicited communications, illegal content, automated scraping, intentional interference with the Service, and use in violation of applicable law. Subscriber is responsible for ensuring that its Authorized Users comply with the AUP.

2.9 SDK Terms.

3.1 Hosting; No Availability Commitment. Provider will use commercially reasonable efforts to make the Service available but provides the Service on an “as-is” and “as-available” basis, with no service-level agreement, uptime or availability commitment, service credit, or availability remedy of any kind. Provider may suspend, limit, interrupt, or discontinue the Service, in whole or in part, at any time, for any reason, with or without notice. Provider’s hosting obligations are limited to the Hosting Environment and do not extend to Subscriber-controlled infrastructure.

3.2 Scheduled Maintenance. Provider may perform maintenance on the Service at any time and is not required to provide advance notice.

3.3 Updates and Modifications. Provider may modify or update the Service from time to time, including to address security vulnerabilities, improve functionality, or comply with applicable law. Provider may modify, update, or discontinue the Service, in whole or in part, at any time without advance notice.

3.4 Subprocessors. Provider may engage subprocessors, including cloud infrastructure providers, to support delivery of the Service. Provider shall ensure that any subprocessor is bound by data protection and confidentiality obligations no less protective than those imposed on Provider under these Terms. Provider remains responsible for the acts and omissions of its subprocessors with respect to the Service and Subscriber Data. Provider shall notify Subscriber of any material change to its subprocessor arrangements that may affect the security or availability of the Service. If Subscriber reasonably objects in writing to a proposed material subprocessor change within ten (10) days of Provider’s notice, the parties shall discuss the objection in good faith. Provider may nonetheless proceed with the subprocessor change following such discussion, in which case Subscriber’s sole remedy shall be to terminate these Terms for convenience pursuant to Section 7.3.

4.1 The Service may incorporate third-party software, including open-source components. Subscriber’s right to use such components is limited to use within the Service as permitted by these Terms. Schedule B or the Documentation will identify material third-party software components and applicable license terms. In the event of conflict between these Terms and applicable third-party license terms, the third-party terms shall control with respect to those components.

4.2 Provider is responsible for maintaining the Hosting Environment. Subscriber is responsible for obtaining, at its own expense, any third-party equipment, software, or connectivity necessary to access the Service from Subscriber’s systems.

5.1 Subscriber Data Ownership. As between the parties, Subscriber retains all right, title, and interest in and to the Data. Provider acquires no rights in the Data except as necessary to provide the Service under these Terms.

5.2 Provider Data Obligations. Provider shall implement and maintain reasonable technical and organizational security measures appropriate to the nature of the Data to protect it against unauthorized access, disclosure, modification, or loss, as further described in Section 12. Provider’s security obligations are defined exclusively by Section 12 and this Section 5.2; no additional obligations shall be implied from the nature of the Data or Subscriber’s industry.

5.3 Permitted Uses of Data.

5.4 Restrictions on Data Disclosure. Provider shall not disclose Data to any third party except: (a) as necessary to provide the Service using subprocessors in accordance with Section 3.4; (b) as required by applicable law, regulation, or valid legal process; or (c) as expressly permitted by Subscriber in writing. In the event Provider is required by law or legal process to disclose Data, Provider shall, to the extent permitted by law, provide Subscriber with prompt written notice and cooperate with Subscriber’s reasonable efforts to limit the scope of such disclosure.

5.5 Data Return and Deletion. Upon expiration or termination of these Terms, Provider shall, at Subscriber’s written request made within thirty (30) days of the effective date of termination or expiration, provide Subscriber with a reasonable export of its Data in a commonly usable format. Provider shall have no obligation to maintain Data beyond ninety (90) days following the effective date of termination or expiration, after which Provider may delete or destroy Data in the ordinary course of its data management practices. Provider shall certify such deletion in writing upon Subscriber’s written request.

5.6 Regulated Data; Data Processing Addendum. The Service is a general commercial offering not specifically designed or certified for any particular regulated data category. Subscriber is solely responsible for determining whether the Service is appropriate for its intended use and for ensuring compliance with all laws and regulations applicable to the Data Subscriber submits to the Service, including without limitation HIPAA, GLBA, FERPA, CCPA, GDPR, and any other privacy, data protection, or sector-specific regulatory frameworks. Subscribers whose use of the Service involves regulated personal data or data subject to heightened legal requirements should request Provider’s Data Processing Addendum prior to submitting such data to the Service. Provider makes no representation that the Service satisfies any particular regulatory framework applicable to Subscriber’s business absent a separately executed addendum.

6.1 Term. These Terms take effect on the Effective Date and continue in effect until terminated in accordance with Section 7 or until Provider discontinues the Service in accordance with Section 3.1 (the “Term”). There is no fixed or minimum term, and no fees are due for any period.

7.1 Termination for Cause. Either party may terminate these Terms upon thirty (30) days’ written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period. Notwithstanding the foregoing, if Subscriber materially breaches the same obligation more than once in any twelve (12)-month period, Provider may terminate these Terms immediately upon written notice without a cure period on the second or any subsequent breach of that obligation.

7.2 Termination for Insolvency. Either party may terminate these Terms immediately upon written notice if the other party: (a) admits in writing its inability to pay its debts generally as they become due; (b) makes a general assignment for the benefit of creditors; (c) institutes proceedings to be adjudicated as voluntary bankrupt or consents to the filing of a petition of bankruptcy against it; (d) is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; or (e) has a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of its property.

7.3 Termination for Convenience.

7.4 Effect of Termination. Upon termination or expiration of these Terms: (a) all access rights granted hereunder shall immediately terminate; (b) Subscriber shall cease all use of the Service; and (c) the Data return and deletion procedures in Section 5.5 shall apply.

7.5 Injunctive Relief. The parties acknowledge that breach of the use restrictions or confidentiality obligations in these Terms may cause irreparable harm not compensable by money damages alone, and that the non-breaching party shall be entitled to seek injunctive or other equitable relief without posting bond. Equitable remedies are in addition to, and not in lieu of, all other remedies available at law or equity.

8.1 No Fees. The Service is provided to Subscriber at no charge. Provider does not charge, and Subscriber has no obligation to pay, any subscription, license, usage, maintenance, or other fees for access to or use of the Service (including the SDK) under these Terms. Any paid or on-premises deployment of Provider’s software will be governed by a separate end-user license agreement (EULA).

9.1 Definition. “Proprietary Information” means nonpublic, confidential, and proprietary information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), including without limitation technical information, software, algorithms, business plans, financial information, client information, and any other information that the Receiving Party knows or reasonably should know is proprietary to the Disclosing Party. Proprietary Information includes the Service, Documentation, and these Terms. Subscriber Data is Subscriber’s Proprietary Information and is additionally governed by Sections 5 and 12.

Proprietary Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already known to the Receiving Party without restriction prior to disclosure; (iii) is lawfully disclosed by a third party not under a confidentiality obligation to the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Proprietary Information.

9.2 Obligations. The Receiving Party shall: (a) hold Proprietary Information in strict confidence using measures no less protective than those it uses for its own most sensitive confidential information; (b) use Proprietary Information solely in connection with these Terms – meaning, in the case of Subscriber, for Authorized Use of the Service, and in the case of Provider, for performance of its obligations under these Terms (the “Permitted Purpose”); (c) limit access to those employees and authorized representatives who need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (d) not disclose Proprietary Information to any third party without the Disclosing Party’s prior written consent.

9.3 Compelled Disclosure. A party may disclose Proprietary Information pursuant to a valid court order, governmental requirement, or applicable law. The Receiving Party shall use best efforts to provide the Disclosing Party with prompt written notice to the extent permitted by applicable law, seek confidential treatment of any Proprietary Information so disclosed, and limit the scope of disclosure to the minimum required. The Receiving Party’s obligation to provide notice shall not apply where prohibited by law or where the Receiving Party reasonably determines that compliance with applicable law or a valid legal order requires immediate disclosure.

9.4 Unauthorized Disclosure. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Proprietary Information and shall cooperate fully in minimizing harm from such disclosure, including taking steps to recover such Proprietary Information and prevent further unauthorized use or disclosure. Such remedy shall be in addition to and not in lieu of any other rights and remedies the Disclosing Party may have at law or in equity.

10.1 Provider Warranty. Provider warrants that, during the Term:

Provider’s sole obligation for breach of the warranty in Section 10.1(a) shall be to use commercially reasonable efforts to correct the non-conforming functionality. If correction is not commercially feasible within a reasonable time, Provider shall notify Subscriber and, at Subscriber’s election, terminate access to the affected Service (no refund being available, as the Service is provided at no charge). For the avoidance of doubt, Provider’s sole obligation with respect to any claim that the Service infringes a third-party Intellectual Property Right is the warranty remedy set forth in this Section 10.1. No additional IP indemnification obligation shall be implied from the warranty in Section 10.1(b) or any other provision of these Terms.

10.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

10.3 Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH these Terms, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WAIVER SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 WITH RESPECT TO THIRD-PARTY CLAIMS.

10.4 Liability Cap. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED ONE U.S. DOLLARS (US$1) IN THE AGGREGATE. THE LIABILITY CAP IN THIS SECTION 10.4 SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 WITH RESPECT TO THIRD-PARTY CLAIMS.

11.1 Subscriber agrees to indemnify, defend, and hold harmless Provider from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Subscriber’s use and/or misuse of the Service and/or Materials; (b) Subscriber’s breach of these Terms; or (c) any Data submitted by Subscriber that infringes the intellectual property or privacy rights of any third party.

12.1 Security Measures. Provider acknowledges that the Service may process sensitive information and agrees to implement and maintain appropriate technical and organizational security measures to protect Subscriber Data against unauthorized access, disclosure, modification, or loss. Such measures may include, by way of example and without commitment to any specific control or standard: (a) encryption of Data in transit using TLS 1.2 or higher; (b) encryption of Data at rest using AES-256 or equivalent; (c) multi-factor authentication for all administrative and Authorized User access; and (d) access controls limiting Data access to personnel who require it to perform their obligations under these Terms.

12.2 Incident Response. Provider will use commercially reasonable efforts to notify Subscriber without undue delay after Provider confirms an Incident affecting Subscriber Data. Such notification shall include, to the extent then known: (a) the nature and scope of the Incident; (b) the Data affected; (c) Provider’s immediate response actions; and (d) Provider’s proposed remediation plan. Provider shall keep Subscriber reasonably informed of material developments in Provider’s investigation and remediation of the Incident and shall notify Subscriber in writing when the Incident has been remediated and the affected systems restored to normal operation. Provider shall cooperate with Subscriber’s reasonable requests for information directly related to the Incident, subject to: (i) Provider’s legal obligations and the advice of counsel; (ii) Provider’s confidentiality obligations to third parties; and (iii) Provider’s reasonable operational constraints. Such cooperation shall not require Provider to disclose information about other customers, provide access to Provider’s internal systems, or waive any applicable privilege.

12.3 Subscriber Security Obligations. Subscriber shall: (a) ensure that Authorized Users comply with all applicable security protocols in their use of the Service; (b) promptly notify Provider of any suspected compromise of Authorized User credentials; (c) promptly notify Provider of any suspected compromise of any API keys or integration credentials used in connection with any Subscriber Integration; (d) implement reasonable security controls over any Subscriber Integration that accesses the Service, including access controls, credential rotation, and transport security using commercially reasonable, industry-standard measures; (e) implement reasonable access controls governing its Authorized Users’ use of the Service; and (f) assess its own data protection and regulatory compliance obligations arising from its industry or jurisdiction and ensure that is use of the Service and any Subscriber Integration is consistent with those obligations. Provider makes no representation that the Service or SDK satisfies any particular regulatory framework applicable to Subscriber’s business.

13.1 The Service is “commercial computer software” as that term is defined in FAR 2.101 or DFARS 252.227-7014(a)(1), as applicable, and was developed exclusively at private expense. U.S. Government subscribers acquire rights in the Service subject to these Terms as specified in FAR 12.212 or DFARS 227.7202, as applicable, except as follows:

13.2 Any provision of these Terms deemed inconsistent with applicable Federal procurement law shall be severed and replaced by the applicable FAR or DFARS clause incorporated into the relevant government contract.

14.1 Subscriber agrees to comply fully with all relevant export laws and regulations of the United States, including, but not limited to, the U.S. Export Administration Regulations (“U.S. Export Controls”). Without limiting the generality of the foregoing, Subscriber expressly agrees that it shall not, and shall cause its Authorized Users and representatives to agree not to, export, directly or indirectly, re-export, divert, or transfer the Service or any direct product thereof to any destination, company, or person restricted or prohibited by any U.S. Export Controls.

15.1 Headings. Headings are for convenience only and shall not affect interpretation.

15.2 Force Majeure. Neither party shall be liable for delays caused by events beyond its reasonable control, including acts of nature, acts of governmental authority, or third-party infrastructure failures. Provider shall notify Subscriber promptly of any force majeure event and shall use commercially reasonable efforts to restore the Service.

15.3 Waiver. No delay or failure of either party in exercising any right hereunder, nor any partial exercise thereof, shall be deemed a waiver unless evidenced by a signed writing expressly waiving such right.

15.4 Trademarks. Each party retains all rights in its own trademarks and service marks. No party shall use the other party’s marks without prior written consent, except that Provider may identify Subscriber as a customer on its standard customer lists and in public filings required by law.

15.5 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15.6 Notices. Notices shall be in writing and effective when delivered in person, by registered or certified mail (return receipt requested), or by personal courier to an appropriate officer of the receiving party at the address of record, or by email with written confirmation of receipt.

15.7 Governing Law and Venue. These Terms shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia (without regard to its principles of conflicts of law). The parties consent to the exclusive personal jurisdiction and venue in the state courts located in Fairfax County, Virginia and the United States District Court for the Eastern District of Virginia. Section 13 governs disputes arising under U.S. Government contracts.

15.8 Entire Agreement. These Terms, together with all Schedules (which are hereby incorporated by reference), constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations, and agreements, written or oral. No amendment shall be binding unless in writing and signed by authorized representatives of both parties. The invalidity of any provision shall not affect the remaining provisions. Notwithstanding the foregoing, Provider may update Schedule B to reflect additions or modifications to the Service upon thirty (30) days’ written notice to Subscriber, provided that such updates do not materially reduce the functionality of the Service as described in Schedule B at the time of execution of these Terms. Provider may update its Acceptable Use Policy upon thirty (30) days’ written notice to Subscriber; continued use of the Service following the effective date of any AUP update constitutes Subscriber’s acceptance of the revised AUP.

15.9 Order of Precedence. In the event of conflict among the documents comprising these Terms, the order of precedence shall be: (1) any separate written agreement for the Service signed by both parties; (2) applicable government contract vehicle terms; (3) these Terms; (4) the remaining Schedules. For the avoidance of doubt, where Subscriber has a separate signed agreement with Provider covering the Service, that agreement governs and these Terms do not apply to use under that agreement.

15.10 Survival. Sections 2.2, 2.3, 2.4, 2.9(d), 2.9(h), 5.1, 5.3, 5.4, 7.4, 7.5, 9, 10.2, 10.3, 10.4, 11, 12, 14, and 15 shall survive expiration or termination of these Terms.

To

CLOUD HOSTED SOFTWARE TERMS OF USE

By clicking “I AGREE” (or by accessing or using the Service), Subscriber accepts these Terms as of the Effective Date. Acceptance is effected electronically and no handwritten signature is required. The individual accepting represents that they are authorized to bind any organization on whose behalf they accept; where they accept only for themselves, these Terms bind that individual as Subscriber.

SERVICE DESCRIPTION