Terms of Service
Last Modified: 22 May, 2023
These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of raidlog.com and any related website owned or operated by Ervaren, LLC (the “Sites”), and the use of, and registration with, the Raidlog Service (defined below) through the Sites, a mobile application or through any other means. These Terms are between Ervaren, LLC, dba as Raidlog (“Raidlog”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your” or “Customer”). Raidlog may use its affiliates and third-party service providers to process and/or collect payment from you. In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS FOR THE RAIDLOG SERVICE, THUS, EXCEPT WHERE INDICATED OTHERWISE “YOU” SHALL REFER TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING THE RAIDLOG SERVICE, SITES, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).
AS ELABORATED IN SECTION 19 BELOW, THESE TERMS INCLUDE A WAIVER OF CLASS ACTION RIGHTS AND AGREEMENT TO MANDITORY ARBITRATION.
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS, INCLUDING THE CLASS ACTION RIGHTS WAIVER AND MANDOATRY ARBITRATION PROVISIONS, OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE OR THE SITES.
- Raidlog Service.
1.1. Raidlog Service.
The Raidlog platform is a cloud-based Risks, Action, Issues and Decision (RAID) log management tool, inclusive of any and all functionalities, application programming interface and tools developed, offered, operated and maintained by Raidlog as part of the Raidlog platform, offered online, but excluding any AI Output (if you accept AI Integration and elect to use AI Services, as described below) (collectively, the “Raidlog Service”).
1.2. Modification or Discontinuation of the Raidlog Service.
We may add, modify or discontinue any feature, functionality or any other tool, within the Raidlog Service and/or Sites, at our own discretion and without further notice.
1.3. No Contingency on Future Releases and Improvements.
You hereby acknowledge that your purchase of the Raidlog Service hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of a certain Raidlog Service beyond its current Subscription Term or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.
1.4. Ability to Accept Terms.
If you, access and use the Sites and/or the Raidlog Service, you represent and warrant that you are at least 18 years old. The Sites and/or Raidlog Service are only intended for individuals aged eighteen (18) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.
1.5. Professional Services.
Raidlog may provide consulting, training or other professional service (collectively, “Professional Services”) from time to time as mutually agreed upon by the parties from time to time in a SOW. SOWs are statements-of-work which the parties may enter into from time-to-time for professional services on terms mutually agreed to in writing between the parties in the SOW, including, without limitation, scope of services, expected deliverables, milestone dates, acceptance procedures and criteria, fees and other such matters. No SOW shall be binding until executed by both parties. Unless expressly stated otherwise in a SOW, all fees are in United States dollars.
- Account Registration and Administration.
2.1. Account Registration; Tenant Holders; Admins.
To register to the Raidlog Service for the first time, you shall create an account with the Raidlog Service. By creating an account and registering to the Raidlog Service you become, either individually, a personal account (“Personal Account”) holder, or if signing up on behalf of your employer or any entity, a business account (“Business Account” and, collectively, all Business Accounts and Personal Accounts may be referred to as “Accounts” or an “Account”).
The first user of the Account is automatically assigned as the Account’s Tenant Owner (the “Tenant Holder”). Accounts have three possible user types: Admin, project managers (“PMs”), and team members.
The Tenant Holder will be the only administrative user (the “Admin”) for Personal Accounts and will have all rights available to administrative users of the Raidlog Service. Business Account Tenant Holders may designate multiple Admins, as well as specific Admin rights.
2.2. Your Registration Information.
When creating an Account or when you are added into an Account and creating your user profile (the “User Profile”), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Raidlog Service; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.
2.3. User Verification.
You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or the Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.
2.4. Account Admins.
The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Raidlog Service and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or downgrade the Raidlog Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below).
2.5. Other Users.
Other categories of users include project managers (“PMs”) and team members, who are defined within the Raidlog Service and referred to herein as “Authorized Users” and collectively with the Admin, as “Users”. Each category of user has specific rights that are automatically associated with it or may be assigned by the Admins. Customers are solely responsible for ensuring that the correct User registers as the Tenant Holder and that Users are assigned the appropriate level of access and rights.
The features and functionalities available to the Users are determined by the respective subscription plan governing such Account, and the privileges of each such Authorized User are assigned and determined by the Admin(s).
2.6. Responsibility for Users.
Customer is solely liable and responsible for understanding the settings, privileges and controls for the Raidlog Service and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite other Users (either paid or unpaid), the right to incur charges on the Account, the right to access, modify or share boards, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.
- Your Customer Data.
3.1. Customer Data.
Customer Data means, other than Aggregated/Anonymized Statistics (as defined below), all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any User through the Raidlog Service (the “Customer Data”). Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Raidlog Service. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Raidlog Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Raidlog Service, including, if you accept AI Integration and elect to use AI Services as described below, AI Services; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you.
“Aggregated/Anonymized Statistics” means data and information related to Customer’s use of the Raidlog Services that is used by Raidlog or its authorized business partners in an aggregate and/or anonymized manner, including to compile statistical and performance information related to the provision and operation of the Raidlog Services.
3.2. Responsibility for Customer Data Compliance.
You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Raidlog Service; (ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Section 6, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Raidlog shall not monitor and/or moderate the Customer Data and there shall be no claim against Raidlog of not acting so.
3.3. No Sensitive Data.
You shall not submit to the Raidlog Service any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.
- Public User Submissions.
4.1. Public User Submissions.
The Sites may have certain features that allow you to submit comments, information, and other materials publicly (collectively, “Public User Submissions”) and share such Public User Submissions with other Users, or the public. By submitting Public User Submissions through the Sites, you grant us a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Public User Submissions for any purpose, business, including without limitation, for publicizing and promoting Raidlog, the Raidlog Service and/or the Sites and for any other lawful purpose, in any media format (e.g. in-print, websites, electronically, broadcast), and you hereby waive, or to the extent legally prohibited, assign to Raidlog, any moral rights in your Public User Submissions.
4.2. Responsibility for Public User Submissions.
You acknowledge and agree that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Public User Submissions that you submit, post or display on or through the Raidlog Service; (ii) we do not control, and are not responsible for, other content and/or submissions, posted on our Sites and/or Raidlog Service by others; (iii) by using the Raidlog Service and/or Sites, you may be exposed to content and/or submissions by other users or site visitors that is offensive, indecent, inaccurate, misleading, or otherwise unlawful; (iv) any Public User Submissions are submitted in accordance with, and subject to the Raidlog Acceptable Use Policy.
- Intellectual Property Rights; License.
5.1. Our Intellectual Property.
The Raidlog Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “Raidlog Materials”), are the property of Raidlog and its licensors, and are protected by applicable copyright or other intellectual property laws and treaties. As between you and Raidlog, Raidlog retains all right, title and interest, including all intellectual property rights, in and to the Raidlog Materials.
5.2. Customer Reference.
Customer acknowledges and accepts that Raidlog has the right to use Customer’s name and logo to identify Customer as a customer of Raidlog or User of the Raidlog Service on Raidlog’s website, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting us at email@example.com
5.3. Your Access and Use Rights.
Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with the Raidlog Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Raidlog Service and Sites, during the applicable Subscription Term, solely for Customer’s internal purposes. If you have any questions about whether a planned use is for your internal purposes or not, please contact us at firstname.lastname@example.org. Examples of approved internal purposes are running personal projects, running projects for your organization, or running projects for your or your organization’s customers.
5.4. Use Restrictions.
Except as expressly permitted in these Terms, you may not, and shall not allow any User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Raidlog Service or the Sites to any third party, including, but not limited to your affiliates, or use the Raidlog Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Raidlog Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Raidlog Service or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Raidlog Service or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Raidlog Service or Sites, or any part thereof; (v) take any action that imposes or may impose (at Raidlog’s sole discretion) an unreasonable or disproportionately large load on the Raidlog infrastructure or infrastructure which supports the Sites or Raidlog Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Raidlog Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter Raidlog’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Raidlog Service or Sites, or use or display logos of the Raidlog Service or Sites without Raidlog’s prior written approval; (viii) use the Raidlog Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Users) to do any of the foregoing.
As a User of the Raidlog Service and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of Raidlog Materials, the Raidlog Service, the APIs and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of Raidlog Materials, and as such, it is the sole property of Raidlog without restrictions or limitations on use of any kind. Raidlog may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Raidlog any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.
5.6. API Use.
We may offer application programming interfaces that provides additional ways to access and use the Raidlog Service (“APIs“). Such APIs are considered a part of the Raidlog Service, and use is subject to all these Terms. Without derogating from Sections 5.1 through 5.4 hereof, you may only access and use our APIs for Customer’s internal business purposes, in order to create interoperability and integration between the Raidlog Service and other products, services or systems you and/or Customer use internally. When using the APIs you should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer’s access to the APIs (or any part thereof) with or without notice. The APIs are subject to changes and modifications, and you are solely responsible to ensure that your use is compatible with the current version.
5.7 Artificial Intelligence
Through the Raidlog Service and/or Sites, we may offer opportunities for you or other Authorized Users within the Account to interface with, or enable integration of your Account with, third-party artificial intelligence technology (an “AI Machine”, and such interfacing or integration, “AI Integration”). Any such opportunity will be clearly disclosed, and you will be given option to either accept or decline AI Integration in your sole discretion. If you do not accept AI Integration, you will not be permitted to use any AI Services (as defined below) and the terms in this Section 5.7 will not be applicable to you.
As part of AI Integration, your interactions with the Raidlog Services and/or Sites, including Customer Data, may be processed through an AI Machine, and an AI Machine may collect data from these interactions to improve and train its artificial technology models. Without derogating from Section 3.1 hereof, if you accept AI Integration, you thereby elect to use an AI Machine and grant such AI Machine a worldwide, royalty-free, limited license to access, collect, use, process, copy, distribute, perform, process, export, and display the Customer Data for all services provided by such AI Machine, including, without limitation, its application programming interface, software tools, developer services, data documentation, and websites, in each case whether or not related to the Raidlog Services and/or Sites (the “AI Services”).
By electing to use the AI Services, you acknowledge and agree that, notwithstanding anything to the contrary in this Agreement: (i) we shall not be in any way responsible or liable with respect to any AI Services, including any output generated and returned to you or any other Authorized User by the AI Machine through the Raidlog Service and/or Sites (the “AI Output”), and (ii) any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by the AI Machine, is solely your decision and your responsibility, and any AI Output shall not be considered a “Raidlog Service” under these Terms.
By electing to use the AI Services, you acknowledge and agree that: (i) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including with respect to your use of the AI Services and other data activities you may conduct or may permit third parties, including the AI Services, to conduct; (ii) the activities and use of the data by you and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and in the integrated AI Services. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us and/or the integrated AI Services.
By electing to use the AI Services, you acknowledge that both Raidlog and any AI Machine may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain AI Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations when imposed by Raidlog shall be indicated wherever relevant within the Raidlog Service.
By electing to use the AI Services, you acknowledge that Raidlog and any AI Machine may change the fees for the AI Services from time to time, including imposing a new charge on an AI Service that was provided for free.
Each of Raidlog and any AI Machine reserves the right to discontinue the use or suspend the availability of the AI Services, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the AI Services along with our Raidlog Service.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAIDLOG BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY AI SERVICES, INCLUDING WITHOUT LIMITATION, ANY AI OUTPUTS, SUCH AI SERVICE’S OPERABILITY, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMMISSIONS BY THE AI MACHINE. BY ACCESSING AND/OR USING THE AI SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE AI SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH AI SERVICE’S OPERATION AND PRACTICES MEET YOUR NEEDS.
- Privacy and Security.
Raidlog implements reasonable security measures and procedures to assist in protecting your Customer Data.
6.3. Aggregated/Anonymized Statistics.
Notwithstanding any other provision of these Terms, we may collect, use and publish Aggregated/Anonymized Statistics relating to your use of the Raidlog Service and/or Sites, and disclose it for the purpose of providing, improving and publicizing our products and services, including the Sites and Raidlog Service, and for other business purposes. Raidlog owns all Aggregated/Anonymized Statistics collected or obtained by Raidlog.
7.1. Third Party Services.
The Raidlog Service may enable you to engage with certain third party services, products, apps and tools in connection with the Raidlog Service, including, without limitation, third party applications which you decide to connect through our open APIs (collectively, “Third Party Services”).
7.2. Independent Relationship.
You acknowledge and agree that we do not, in any way, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services. Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Service with the Third Party Agreement.
7.3. Integration with a Third Party Service and your Customer Data at your own Risk.
Through the Raidlog Service you and any other Authorized User within the Account, may enable an integration of your Account, including, boards within your Account (or a portion thereof), with Third Party Services. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by a Third Party Service, is solely your decision and your responsibility. By your electing to use our open APIs to integrate with and/or use with Third Party Services, you acknowledge and agree that: (a) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third Party Service and other data activities you may conduct or may permit third parties, including the Third Party Service, to conduct; (b) the activities and use of the data by you and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and in the integrated Third Party Service. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us and/or the integrated Third Party Service.
7.4. Use Conditions and Limitations.
You acknowledge that both Raidlog and a Third Party Service may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations when imposed by Raidlog shall be indicated wherever relevant within the Raidlog Service, but you are solely responsible for discussing with and obtaining information about any such conditions or limitations that may be imposed by any Third Party Service.
7.5. Change of Fees.
Customer acknowledges that Raidlog and any Third Party Service, may change the fees for the Third Party Service from time to time, including imposing a new charge on a Third Party Service that was provided for free.
7.6. Discontinuation of a Third Party Service.
Each of Raidlog and the Third Party Service reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third Party Service along with our Raidlog Service.
7.8. Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAIDLOG BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICE’S OPERABILITY OR INTEROPERABILITY WITH THE RAIDLOG SERVICE, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS.
- Subscription Term, Renewal and Fees Payment.
8.1. Order Form.
Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Customer or any of the other Users to Raidlog, including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the Raidlog Service ordered, subscription plan, term and the associated fees.
8.2. Subscription Term.
The Raidlog Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).
8.3. Subscription Fees.
In consideration for the provision of the Raidlog Service (except for Free Service and Trial Service), Customer shall pay Raidlog the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US dollars. Customer hereby authorizes Raidlog, either directly or through its payment processing service or affiliates, to charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.
The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Raidlog Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.
8.5. Subscription Upgrade.
During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) adding Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, restarting the Subscription Term and some won’t, as indicated within the Raidlog Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.
8.6. Excessive Usage.
We shall have the right, including without limitation where we, at our sole discretion, believe that Customer and/or any of its Users, have misused the Raidlog Service or otherwise use the Raidlog Service in an excessive manner compared to the anticipated standard use (at our sole discretion), to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Raidlog Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.
As part of registering, or submitting billing information, to the Raidlog Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us (either directly or through our affiliates, including Raidlog Inc. or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we (or our affiliates and/or third-parties acting on our behalf) may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company).
8.8. Subscription Auto-Renewal.
Customer’s Subscription includes an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or Raidlog cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, at any time through the Account settings or by contacting email@example.com. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.
If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Subscription Fees on Customer’s Account (“Chargeback”), this will be considered as a breach of Customer’s payment obligations hereunder, and Customer’s use of the Raidlog Service may be disabled or terminated and such use of the Raidlog Service will not resume until Customer re-subscribes for any such Raidlog Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred by us and/or any Third Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under these Terms or applicable law.
- Free Service; Trial Service; Pre-Released Services.
10.1. Free and Trial Services.
We offer a free, limited version of Raidlog Services (“Free Service”), and we may also offer, from time to time, part or all of our premium Raidlog Services on a free, no-obligation trial version (“Trial Service”). The term of the Free Service and any Trial Service shall be as communicated to you, within the Raidlog Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit Free Service and/or Trial Service at any time and without liability or explanation to you.
10.2. Pre-Released Services.
Note that we may offer, from time to time, certain Raidlog Services in an Alpha or Beta versions (the “Pre-Released Services”) and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Raidlog Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
10.3. Governing Terms of Free Service, Trial Service and Pre-Released Services.
The Free Service, Trial Service and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Free Service, Trial Service and Pre-Released Services (i) such services are licensed hereunder on as “As-Is”, “With All Faults” “As Available” basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertaking by us set forth in Section 16.2 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF RAIDLOG, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICE AND THE THIRD PARTY SERVICES), EXCEED US$100. We make no promises that any Free Service, Trial Service and/or Pre-Released Services will be made available to you and/or generally available.
- Term and Termination; Suspension.
These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Raidlog Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.
11.2. Termination for Cause.
Either Customer or us may terminate the Raidlog Service and these Terms, upon written notice, in case that the other party is in material breach of these Terms and fails to cure such breach within 30 days following a written notice by the non-breaching party.
11.3. Termination by Customer.
Customer may terminate its Subscription to the Raidlog Service by cancelling the Raidlog Service and/or deleting the Account, whereby such termination shall not relieve Customer for its obligation to pay applicable Subscription Fees. In accordance with Section 9 above, unless mutually agreed otherwise by Customer and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer’s obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Subscription Fees.
11.4. Effect of Termination of Raidlog Service.
Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate. It is Customer’s sole liability to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account, we will delete all Customer Data in accordance with our then-current data retention practices. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Subscription Fees.
All terms which by their nature are intended to survive termination of this Agreement will continue to be in force and effect in accordance with their applicable terms.
Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User and/or our Raidlog Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Raidlog Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Raidlog Service in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its Users’ breach of the Acceptable Use Policy. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.
12.1. Confidential Information.
In connection with these Terms and the Raidlog Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Site, Raidlog Service, Free Service, Trial Service and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Raidlog Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
12.2. Confidentiality Undertakings by the Receiving Party.
The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
12.3. Compelled Disclosure.
Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make diligent efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
- Warranty Disclaimer.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
13.1. THE SITES AND THE SERVICE ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
13.2. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE RAIDLOG SERVICE AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR RAIDLOG SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER.
13.3. WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT THE RAIDLOG SERVICE (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE RAIDLOG SERVICE AND/OR THE SITES.
- Limitation of Liability.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
14.1. IN NO EVENT SHALL RAIDLOG AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT RAIDLOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF RAIDLOG, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE RAIDLOG SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.
15.1. By Customer.
Customer hereby agrees to indemnify, defend and hold harmless Raidlog and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) Customer’s and/or any of its Users’, violation of these Terms or applicable Law; and/or (ii) Customer Data, including the use of Customer Data by Raidlog, if you accept AI Integration and elect to use AI Services, an AI Machine, and/or any of their subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.
15.2. By Raidlog.
Raidlog hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorized use of the Raidlog Service infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (the “IP Claim”), and we will indemnify Customer for any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees.
Raidlog’s indemnity obligations under this Section shall not apply if: (i) the Raidlog Service (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Raidlog Service is used in combination with any other service, device, software or products, including, without limitation, AI Services (if you accept AI Integration and elect to use AI Services), or Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations above. Without derogating from the foregoing defense and indemnification obligation, if Raidlog believes that the Raidlog Service, or any part thereof, may so infringe, then Raidlog may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Raidlog Service; (b) replace or modify the allegedly infringing part of the Raidlog Service so that it becomes non-infringing while giving substantially equivalent performance; or (c) if Raidlog determines that the foregoing remedies are not reasonably available, then Raidlog may require that use of the (allegedly) infringing Raidlog Service (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term. THIS SECTION 16.2 STATES RAIDLOG’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY RAIDLOG AND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.
15.3. Indemnity Conditions.
The defense and indemnification obligations of the indemnifying party are subject to: (i) the indemnified party shall promptly provide a written notice of the claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will not relieve the indemnifying party of its obligations under this Section, except to the extent the indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.
- Third Party Components within Raidlog Service
Our Raidlog Service includes third party codes and libraries that are subject to third party open source license terms (the “Open Source Code” and the “Open Source Terms”, respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavors to identify such Open Source Code, within our Raidlog Service, hence we encourage Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that does not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Raidlog Service that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes. The following copyright statements and licenses apply to discrete Raidlog Service components that are distributed with various versions of the Raidlog products: Open Source Code.
- Export Controls; Sanctions.
The Raidlog Service may be subject to U.S. or foreign export controls, Laws and regulations (the “Export Controls”), and you acknowledge and confirm that: (i) you are not located or use, export, re-export or import the Raidlog Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) you are not: (a) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine), (b) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or (c) otherwise the target of U.S. sanctions. Customer is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Raidlog Services and/or the Customer Data; and (iii) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.
Occasionally we may make changes to these Terms. When we make material changes, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Raidlog Service or by sending Customer an email. Your continued use of the Raidlog Service after the changes have been implemented will constitute your acceptance of the changes.
- Governing Law and Jurisdiction; Class Action Waiver and Mandatory Arbitration.
19.1. Governing Law; Jurisdiction.
These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Arizona without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Maricopa Count, Arizona, shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. You and us mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
19.2. Class Action Waiver.
WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND RAIDLOG AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Raidlog mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
To the extent permitted under applicable Law, you and Raidlog hereby irrevocably agree to the following provisions:
19.3.1 Dispute resolution and Arbitration.
Any dispute, claim, or controversy between you and us arising in connection with, or relating in any way to, these Terms (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during for after the termination or expiration of these Terms) will be determined solely by mandatory binding arbitration. In arbitration there is no judge or jury and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms as a court would.
Notwithstanding clause 21.3.1 above, you and Raidlog both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to seek injunctive relief in a court of law. In addition to the above, notwithstanding clause 21.3.1 above, Raidlog may file a suit in a court of law against you to address intellectual property infringement claims.
19.3.3 Arbitration Process Rules.
Either you or we may start arbitration proceedings. Any arbitration between you and us will be finally settled under the Commercial Rules of American Arbitration Association (the “AAA”) then in force (the “AAA Rules”) by one arbitrator appointed in accordance with the AA Rules. The arbitration will take place in Maricopa County, Arizona, and the law to be applied in any arbitration shall be the law of the State of Arizona, without regard to choice or conflicts of law principles. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.
- General Provisions.
20.1. Force Majeure.
Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, epidemics, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
20.2. Relationship of the Parties; No Third Party Beneficiaries.
The parties are independent contractors. These Terms and the Raidlog Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.
We shall use your contact details that we have in our records, in connection with providing you notices, subject to this Section. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Raidlog Service, shall be provided as follows: via the Raidlog Service, including by posting on our Sites or posting in your account, in-app notification, e-mail, or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to firstname.lastname@example.org.
These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Raidlog, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Raidlog Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized hereunder shall be null and void.
These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
20.6. No Waiver.
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.