This Agreement. This Agreement governs Your acquisition and Use of our Services.

Acceptance of terms. By accepting this Agreement, either by clicking a box indicating Your acceptance, by executing an Order Form that references this Agreement, or by accessing or using a Service or authorizing or permitting any User to access or use a Service, You agree to be bound by this Agreement.

Company customers. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “You” or “Your” will refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.

Additional Terms for Add-On Services. If You purchase Add-On Services not mentioned in this Agreement from Us or a third-party, Additional Terms may apply.

Version. The terms of this Master Subscription Agreement were last updated on 26 Nov 2024. It is effective between You and Us as of the date of You accepting this Agreement.

1. Definitions

2. Our Responsibilities

3. Use of the Services

4. Third-Party Services

5. Fees, Plan Modifications and Payments

6. Proprietary Rights and Licenses

7. Data Security and Personal Data

8. Confidentiality

9. Representations, Warranties, Exclusive Remedies and Disclaimers

10. Limitation of Liability

11. Cancellation and Termination

12. Contracting Party, Notices, Governing Law and Jurisdiction

13. General Provisions

“Additional Terms” means the additional terms and conditions that are included in or incorporated on an Order Form (for example, when an Add-On Service is purchased) or applicable to Add-On Services when purchased by You.

“Add-On Services” means add-on services provided by Rayn or a Rayn Affiliate to be used in conjunction with the Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means Rayn services or functionality that may be made available to You to try at your option at no additional charge and which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Customer”, “You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.

“Customer Data” means electronic data and information You made available to Us to use as part of Us providing the Services, including Beta Services, to You, all as more fully described in the Documentation. Customer Data may include data and information we capture on your behalf, as part of Us providing the Services to You.

“Documentation” means the applicable Service’s documentation, including its usage guides and policies, as updated from time to time, accessible on Our website or via login for the Service.

“Events” means a tracked event, read/write action, compute, or other metric, such as but not limited to CPM, DAU, MAU, URLs processed or estimated reach, relevant to the Services, as more fully described in the Order Form or the Service Plan.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Purchased Services” means Services that You or Your Affiliate purchase under the Agreement or an Order Form, as distinguished from those provided pursuant to a free trial.

“Rayn”, “We,” “Us” or “Our” means the Rayn company described in Section 12 (Contracting Party, Notices, Governing Law and Jurisdiction).

“Service Plan” packaged service plan(s) and the functionality and associated services as detailed on Our site for the Services to which You subscribe.

“Services” means the software-based technology platform enabling Rayn's customers to create curated and/or validated cohorts of audiences, derived from user behavior across the content, for the purpose of monetisation, personalisation or analytics, the products and services that are ordered by You under the Agreement or an Order Form or provided to You under a free trial, and made available online by Us or installed on servers you manage, and including any associated Rayn offline or mobile components, all as more fully described in the Documentation. “Services” include any purchased Add-On Services but excluding Third-Party Services.

“Subscription Term” means the period during which You have agreed to subscribe to the Services.

“Third-Party Services” means third-party Web-based, data, mobile, offline or other service or software application including but not limited to data-sets, integrations, microservices and APIs, that are provided by a third party and that interoperate with, are accessed in conjunction with, or are used by Us in the provision of the Services. This includes third-party services that You acquire directly and use in conjunction with the Services, as well as third-party services that We use in the background to facilitate, enhance, or support the provision of the Services.

“User” means an individual who is authorized by You to use a Service and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents.

2.1. Provision of Purchased Services. During the Subscription Term and subject to compliance by You and Your Users with this Agreement, You have the limited right to access and use the Services consistent with the Service Plan(s) that You subscribe to, together with all applicable Add-On Services, for Your internal business purposes. We will (a) make the Services and any Third-Party Services purchased through Us available to You pursuant to this Agreement and any applicable Order Forms, (b) provide applicable support for the Services to You consistent with our SLA available at https://support.rayn.io/, (c) use commercially reasonable efforts to have 99,5% availability of the online Services, except for: (i) planned downtime (of which We will give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack.

2.2. Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

2.3. Beta Services. From time to time, we may make Beta Services available to You at no charge. You may choose to try such Beta Services or not at Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Third-Party Services, will apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

2.4. Add-On Services. We may make Add-On Services available to You for an additional charge. You may choose to purchase such Add-On Services or not at Your sole discretion. Separate additional terms apply to such Add-on Services and You being able to use the Add-On Services may be made dependent on You explicitly accepting such Additional Terms.

3.1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Third-Party Data are purchased as subscriptions, (b) subscriptions may be added during a Subscription Term at the same pricing as the underlying subscription pricing, prorated for the portion of that Subscription Term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

3.2. Usage Rights and Limits. Services and Third-Party Services and associated pricing are based on and subject to usage limits, including, for example, the number of Events and other quantities specified in the Service Plans, Order Forms and Documentation. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Third-Party Service promptly upon Our request, and/or pay any invoice for past excess usage in accordance with Section 5.4 (Invoicing and Payment).

3.3. On-Premise Installation. If You have ordered a copy of the Services software for self-managed download and installation, We grant You, during the Subscription Term, (a) the right to install the software on servers You manage, and (b) the right to make one (1) copy of the software solely for backup purposes. You are responsible for the installation, management, and operation of the software in such an environment and for ensuring compliance with the terms of this Agreement, Documentation, and Order Forms. We will provide support for the on-premise installation as specified in the applicable Service Plan.

3.4. Your Responsibilities. You will (a) be responsible and liable for Users’ compliance with this Agreement, Documentation and Order Forms (including all applicable Additional Terms), (b) be responsible for the accuracy, quality and legality of Customer Data ensuring that You have obtained all necessary rights, licenses, consents, and permissions to share, upload, or allow Us to read or ingest any Customer Data You provide (whether it is first-party data or third-party data). This includes verifying that such sharing or processing complies with all applicable data protection laws, privacy regulations, and other legal requirements, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Third-Party Services, which includes keeping account and API credentials safe, and notify Us promptly of any such unauthorized access or use, (d) use Services and Third-Party Services only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Third-Party Services with which You use Services.

Where You have instructed Us to operate or manage the Third-Party Services on Your behalf, You remain responsible for ensuring the accuracy and completeness of the information provided to Us and the Third-Party Services. We are not responsible for any inaccuracies, errors, or legal issues arising from the data or instructions You provide. Additionally, You acknowledge that any operational or management actions We take on Your behalf are based on Your directives, whether those directives are specific, general, or implied, and You assume all liability for the consequences of such actions.

3.5. Selecting the Services. You are responsible for the selection, use and proper application in Your organization of the Services, as well as for securing Customer Data. You understand the functional characteristics of the Services and are responsible for making sure the Services meet Your requirements and wishes. In the case of any ambiguity You can request information from Us before concluding the Agreement or ask a third-party expert for advice.

3.6. Usage Restrictions. You will not (a) make any Service or Third-Party Service available to, or use any Service or Third-Party Service for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Third-Party Data, or include any Service or Third-Party Service in a service bureau or outsourcing offering, (c) use a Service or Third-Party Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Third-Party Service to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Third-Party Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Third-Party Service in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) use the Service to monitor the availability, performance or functionality of the Service, or for any other benchmarking or competitive purposes (i) copy a Service or any part, feature, function or user interface thereof, (j) copy third-party data except as permitted herein or in an Order Form or the Documentation, (k) frame or mirror any part of any Service or Third-Party Services, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (l) access any Service or third-party data in order to build a competitive product or service or to benchmark with a non-Rayn product or service, or (m) reverse engineer, decompile, disassemble or translate the Services or to make any attempt to access the source code in order to create derivative products of the Services, other than as permitted by law. This Agreement grants You an authorization to access and use the Purchased Services on a software-as-a-service basis and this is not a copyright licence, accordingly, the foregoing restrictions are absolute and not subject to any exceptions set out in applicable mandatory law protecting lawful acquirers of software licences.

3.7. Suspension and Removal. We may suspend Your use of the Services and any Third-Party Services, temporarily or permanently, in part or in whole, and remove Your access to the Services and Customer Data in case of (a) Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts in the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension, (b) if We are required by a licensor to remove Third-Party Services, or receive information that Third-Party Services provided to You may violate applicable law or third-party rights, (c) in the cases described under Section 6.4 (Suspension of Service and Acceleration).

4.1. Third-Party Services and Separate Terms. We or third parties may make available third-party products or services, including, for example, Third-Party Services and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any non-Rayn provider, product or service is solely between You and the applicable non-Rayn provider and the third party provider’s terms and conditions apply between You and the relevant third party in connection with those products and/or services in addition to the terms of this Agreement. You must accept the third party provider’s terms to receive their products and services. We are not liable for any third party product or service save where expressly agreed by Us in writing and clearly stated.

4.2. Third-Party Services and Customer Data. If You choose to use a Third-Party Service with a Service, You grant Us permission to allow the Third-Party Service and its provider to access Customer Data as required for the interoperation of that Third-Party Service with the Service. We are not responsible or liable for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Service or its provider. You warrant that you are permitted to grant this permission to Us.

4.3. Integration with Third-Party Services. The Services may contain features designed to interoperate with Third-Party Services, as a foreground or background service. To use such features, You may be required to obtain access to such Third-Party Services from their providers, and may be required to grant Us access to Your account(s) for such Third-Party Services. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of such Third-Party Services ceases to make the Third-Party Services available for interoperation with the corresponding Service features in a manner acceptable to Us. Where Third-Party Services are used by Us as background service, You acknowledge and agree that such background services are integral to the performance of the Services, and We do not warrant or support these background Third-Party Services. Likewise, we do not warrant or support Third-Party Services or other non-Rayn products or services provided as foreground service, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.

5.1. Fees. You will pay all fees specified in executed Order Forms and Our Service Plans (the “Fees”). As specified in executed Order Forms and our Service Plans, Fees may consist of either, or a combination of both: (a) Fees for Services and Third-Party Services based on actual usage or revenue (regardless of the agreed pricing metric, such as volume, CPM, percentage or other), as measured by Our systems and that of the relevant providers of Third-Party Services and/or (b) fixed Fees for Services and Third-Party Services subscriptions purchased, charged independent of actual usage. Payment obligations are non-cancelable and advance fixed Fees paid are non-refundable and quantities or service levels purchased cannot be decreased during the relevant subscription term.

5.2. Third-Party Revenue. We collect monies from Third-Party Services for revenue attributable to You. For example, this includes instances where an SSP sells your digital inventory, either directly (using Our seat) or on Your behalf (using Your seat). We will remit to You all amounts actually received, after deducting our applicable Fees and any other agreed-upon expenses or charges. In the event that such monies are not paid, are paid late, or are subject to any form of delay or default by the Third-Party providing the Third-Party Services, we shall bear no responsibility or liability to compensate, advance, or otherwise pay You for such amounts until and unless such monies are actually received by us. We are under no obligation to take legal action, incur expenses, or engage in any efforts to collect such unpaid or late amounts beyond reasonable initial attempts, unless otherwise agreed upon in writing. We will promptly inform You of any known issues regarding the non-payment or late payment by Third-Party Services and will provide reasonable assistance and cooperation to You in any efforts You may undertake to collect such amounts directly from the Third-Party Services. You acknowledge and agree that the risk of loss concerning non-payment or delayed payment by Third-Party Services is borne solely by You. Our role is limited to the collection and remittance of received funds, and we do not guarantee the creditworthiness or payment practices of any Third-Party Services.

5.3. Telemetry and Verification of Usage. We may require You to complete a compliance verification and provide usage data on a monthly basis to ensure accurate billing and to verify the use of Services under this Agreement and the Fees due. We will provide at least 30 days prior written notice of such verification. To avoid the need for an on-site audit or access to Your systems, You agree to periodically transfer usage data through a secure transfer mechanism following specifications provided in writing by Us.

If Your pricing is based on estimated Usage, a fixed Fair Use Policy (FUP) based price, tiered usage, or other metric, this will be monitored through the usage data You provide.

If usage data reveals that You have exceeded Your licensed usage under the applicable Order Form(s) at any time during the Subscription Term or continue to use the Software after the expiration of the Subscription Term, We may invoice You for such additional usage at the then-current list price, from the date of the first unlicensed use through to the end of the then-current Subscription Term and/or the date of last use.

If You do not cure the unlicensed use within 60 days of written notification from Us, either by signing an Order to cover the unlicensed use or by paying an invoice for the unlicensed use, then, in addition to the Fees owed for the unlicensed use, We may assess a compliance fee equal to five percent of the Fees due for the unlicensed use. You agree to promptly issue a purchase order, if required by Your internal processes, to cover all Fees due for the excess use, including the compliance fee.

5.4. Invoicing and Payment. You will provide Us with valid and updated payment information, including where applicable a (SEPA) direct debit authorization, a valid purchase order, and/or alternative document reasonably acceptable to Us. If we work with a payment provider, You agree that You will ensure that Your account with such provider remains valid during any applicable Subscription Term and that the corresponding funds will be available for us to charge for the Purchased Services used by you as per the Service Plans and any separate Order Forms. If You provide (SEPA) direct debit information to Us, You authorize Us to charge for all Purchased Services used by You, as per the Service Plans and any separate Order Forms for the initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 11.3 (Term of Purchased Subscriptions). Such charges will be made in advance, either monthly, annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless specifically provided in an Order Form, we will invoice You in advance and otherwise in accordance with the relevant Order Form, and we may use a self-billing set-up. Unless otherwise stated in the Order Form, invoiced charges and revenue dues are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

5.5. Advance Payment. Should We at any time have any doubts about Your creditworthiness, We are entitled, prior to any (further) performance of the Services, to require that You make an advance payment of a part or the whole of the agreed price and/or require some other kind of guarantee. Advance payments are not refundable.

5.6. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.4 (Invoicing and Payment).

5.7. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue. We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 12.2 (Notices) for billing notices, before suspending services to You. Likewise, if You terminate all or part of the Agreement before the end of the Subscription Term, all outstanding Fees for the remainder of the Subscription Term and for any other Services become immediately due and payable, without the need to serve any notice of default. In the event no termination fee is agreed upon in advance, You will pay to Us at once an amount that equals the monthly fee We received in the month prior to the termination by You, times the remaining months of the Subscription Term.

5.8. Payment Disputes. We will not exercise Our rights under Section 5.6 (Overdue Charges) or 5.7 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

5.9. Taxes. Our Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

5.10. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features of the Services, or dependent on any oral or written public comments made by Us regarding future functionality or features of the Services.

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors and providers of Third-Party Services reserve all of Our/their right, title and interest in and to the Services, the Documentation and Third-Party Services, including all of Our/their related intellectual property rights, including copyrights, patents, trademarks and know-how, including latent registration rights thereof. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. License to Host Customer Data. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data for use by You with the Services, as reasonably necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Customer Data.

6.3. Keep Notices. You are not permitted to remove or change any copyright notices or trademark designations from Our materials, including statements regarding the confidential nature of Our materials and the confidentiality obligations regarding it.

6.4. License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.

7.1. Safeguards and Protection Measures. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. While we take industry standard measures to prevent loss of data, we cannot however guarantee against any loss or corruption of data, including Customer Data, or that the Services are available without interruption or are error-free. You are responsible for keeping a back-up of Customer Data and for any desired or needed contingency plans. We are not liable for any loss or corruption of Data save that in the event of any loss or corruption of Data we will use commercially reasonable endeavors to restore your Data to the last back up on Our systems, if any. See Section 11.5 on how to export Customer Data at the end of the Agreement.

7.2. Controller, Processor. Where Your use of the Services includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC and the EU Data Protection Regulation (EU) 2016/679) You will be the data controller and We act as processor of any personal data processed via the Services, including Customer Data. You will ensure that you are entitled to transfer the relevant personal data to Us so that We may lawfully process the personal data in accordance with the Agreement and Your instructions on Your behalf. We will process any Personal Data at all times in full compliance with the applicable data protection laws. The Parties agree that such processing will be carried out in accordance with the data processing agreement as defined at https://support.rayn.io/, incorporated by reference into this Agreement, which the parties hereto agree to be binding upon them and that, within its scope, will prevail over the Agreement.

7.3. Information, Consent. You are responsible for providing information to, and obtaining any required informed prior consent from users or subscribers for the processing of such personal data, and the storing of information or gaining access to information stored on terminal equipment, as per applicable law, including the EU ePrivacy Directive 2002/58/EC and any successor legislation and the EU Data Protection Regulation (EU) 2016/679, the UK GDPR, the 2018 California Consumer Privacy Act, and/or the General Data Protection Law (Brazil), as the case may be, also on behalf of Us. You warrant and undertake that You have provided such information and where necessary obtained such consent.

8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Customer Data; Our Confidential Information includes the Services and Third-Party Services provided via Us; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing) and Service Plans, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” Section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or provider of Third-Party Services to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8.4. Systems Monitoring. You acknowledge and accept that We can use the data moving through the Services, including Customer Data, to monitor performance of the Services and pro-actively identify and solve issues, and to generate and use aggregated service statistics and improve our models and platform without personal data.

9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2. Our Warranties. We warrant that during an applicable Subscription Term (a) this Agreement, the Order Forms, the Service Plans and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) We will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Third-Party Services” Section above, We will not materially decrease the overall functionality of the Services without due notice. We expressly disclaim any warranty or guarantee that the Services will achieve any particular outcome or result. Any statements, estimates, or expectations provided by Us regarding the performance, results, or outcomes of the Services are for illustrative purposes only and are not binding. Additionally, while we strive to provide accurate and reliable outputs, we do not warrant that the outputs of the Services will be accurate or error-free. For any breach of a warranty above, Your sole and exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” subsections below. While We will perform Our obligations under the Agreement in a professional and workmanlike manner, we cannot however guarantee that the Services are available at all times, without interruption or errors, or that all errors will be solved.

9.3. Disclaimers. Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Content and beta services are provided “as is” and “as-available” exclusive of any warranty whatsoever. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.

10.1. Limitation of Liability. In no event will the total aggregate liability of either party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by You and Your Affiliates hereunder for the Services giving rise to the liability in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract, tort (including negligence), breach of statutory duty, restitution or otherwise and regardless of the theory of liability, but will not limit Your and Your Affiliates’ payment obligations under the “Fees, Plan Modifications and Payments” Section above nor the indemnity obligations in Section 6 above.

10.2. Exclusion of Consequential and Related Damages. In no event will either party or its Affiliates have any liability arising out of or related to this Agreement for any lost profits, data, expected savings, revenues, goodwill (in each case whether direct or indirect), nor for any other indirect, special or incidental, consequential loss, costs or damages, whether an action is in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, and regardless of the theory of liability, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates’ remedy otherwise fails of its essential purpose.

10.3. Nothing in this Agreement excludes or limits a party’s liability for (a) death or personal injury caused by that party’s negligence; (b) fraud or fraudulent misrepresentation or (c) any other liability which may not be properly limited or excluded by applicable law.

10.4. Exclusions. You assume sole responsibility for results obtained from the use of the Services by You and for conclusions drawn from such use. We will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Services or any actions taken by Us at Your direction.

11.1. Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

11.2. Free Trial and Subscription Term. We may offer a free trial for a period of up to three (3) months of certain Services (“Free Trial”). If you register for a Free Trial, We will make the Services available to You on a trial basis free of charge until the earlier of (a) the end of the Free Trial period or (b) the start date of any Purchased Subscription. Additional terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Subscription Term. Unless you cancel Your subscription prior to the end of the Free Trial period, Your subscription will automatically start at the end of the Free Trial period and continue for a period of twelve (12) months (“Subscription Term”).

11.3. Term of Purchased Subscriptions. Unless otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 15 days before the end of the relevant Subscription Term. We will provide You advance notice of different pricing of at least 30 days prior to the applicable renewal Subscription Term. This may include a change in pricing metrics. Unless expressly provided otherwise in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal Subscription Term. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior Subscription Term’s pricing.

11.4. Termination. A party may terminate this Agreement for cause (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of applicable bankruptcy laws, or (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party, (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party, (e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party, (f) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver, (g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party, (h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days, (i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.4(b) to 11.4(h) (inclusive); or (j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

11.5. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 11.4 (“Termination”), We will refund You any prepaid Fees covering the remainder of the term of all Order Forms and Service Plans after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 11.4, You will pay any unpaid Fees covering the remainder of the term of all Order Forms and/or Service Plans, without however limiting Our right to claim actual damages if higher. In no event will termination relieve You of Your obligation to pay any Fees payable to Us for the period prior to the effective date of termination.

11.6. Customer Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of each Subscription Term and/or Order Form, We will make Customer Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any of Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

11.7. Surviving Provisions. The Sections titled “Fees, Plan Modifications and Payments,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Third-Party Services,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.

12.1. Contracting Party. You are contracting with Rayn B.V unless indicated otherwise in an applicable Order Form. Our registered office is Danzigerkade 15C, 1013 AP Amsterdam, The Netherlands, and our trade register number is 89337220.

12.2. Notices. Any notice, consent, approval, or other communication intended to have legal effect to be given under this Agreement (“Notices”) must be in writing and will be delivered (as elected by the party giving such notice) (a) if provided to Rayn, by email to [email protected], or if provided to You, to the email address provided in the Order Form under the Contact email for other matters, (b) by registered mail, or (c) by overnight courier with proof of signature upon delivery. Unless otherwise provided in this Agreement, all Notices will be deemed effective on the date of receipt (or if delivery is refused, the date of such refusal) if delivered by registered mail and at 9.00 am of the next business day after the date of the transmission by email. Notices under this Agreement will be sent to the contact and addresses set forth in the signature sections of this Agreement and/or in the applicable Order. Either party may change the address to which Notices will be sent by giving Notice to the other party in the manner provided in this Section 12.2. Notices will be written in the English language.

12.3. Governing Law and Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of The Netherlands, with exclusion of its conflict of laws rules. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by the courts of Amsterdam. Notwithstanding this clause, We may bring proceedings in the courts of any state or territory which has jurisdiction for reasons other than the parties’ choice for the purpose of seeking an interim injunction, order or other non-monetary relief to protect Our intellectual property rights and/or rights in Confidential Information.

12.4. No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Rayn company. Subject to any permitted Assignment under Section 12.4, the obligations owed by Us under this Agreement will be owed to You solely by Us and the obligations owed by You under this Agreement will be owed solely to Us.

13.1. Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us at [email protected].

13.2. Changes to the Agreement. We may change these terms other documents referenced in the Agreement from time to time. When We do we will revise the date given above and provide You advance notice of this wherever practicable and will notify You of any material change to the terms through the Services or through other reasonable means. It is Your responsibility to review such notified changes and You agree that Your continued use of Our Services after the advance notice period will constitute your acceptance of such revised terms.

13.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Third-Party Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

13.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with any and all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that such party will inform the other party of such transfer. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid Fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.5. Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of God, earthquakes, fires, floods, epidemics, pandemics, strikes, lockouts, riots, terrorism, war, embargoes, government orders or any other force majeure event (each, a "Force Majeure Event"). The party suffering the Force Majeure Event will promptly notify the other party in writing of the nature and expected duration of the Force Majeure Event and will use reasonable efforts to mitigate the effect of the Force Majeure Event. If a Force Majeure Event continues for more than 60 days, the other party may terminate this Agreement for cause upon written notice to the party suffering the Force Majeure Event.

13.6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.7. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

13.8. No Set-Off. Apart from setting off any advance payments You have made, You may not set off against, suspend or make deductions from the amounts You owe.

13.9. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.10. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, the parties will negotiate in good faith to amend such part so that, as amended, it is legal, valid and enforceable and, to the greatest extent possible, achieves the intended commercial result of the original provision, and the remaining provisions of this Agreement will remain in effect.