End User License Agreement

Last Updated: Nov 24, 2023

READ THIS RASA SOFTWARE END USER LICENSE AGREEMENT CAREFULLY. IT CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR USE OF RASA’S SOFTWARE (DEFINED BELOW). BY INSTALLING AND/OR USING SUCH SOFTWARE, YOU ARE INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE ANY OF THE SOFTWARE. IF YOU ARE INSTALLING OR USING THE SOFTWARE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS ON BEHALF OF SUCH EMPLOYER OR OTHER ENTITY. YOU FURTHER AGREE THAT RASA MAY DIRECTLY ENFORCE THIS AGREEMENT AGAINST YOU IN THE CASE OF YOUR BREACH OF THIS END USER LICENSE AGREEMENT, AND YOU WAIVE ANY OBJECTION REGARDING RASA’S STANDING TO DO SO.

The End User License Agreement (“EULA”) applies to your access, use, download or installation of Rasa Software, including the software that you download, run, or operate to build, manage, train, and optimize your AI Assistant (as defined below).

In this EULA, we use the expression “Rasa Software” to mean any software, algorithms, applications, and programs that are licensed by Rasa to build, manage, improve, train, and optimize AI Assistants, including any Application Programming Interface (“API”), software development kits (“SDK”), libraries, code and programs, Rasa Playground, the starter packs, our channel connectors and chat widgets, which is licensed to you by Rasa, or otherwise made available to you. For the avoidance of doubts, this expression includes the AI Assistant, Rasa Open Source Software and Products, as defined below.

The EULA is between you, the person who accesses, downloads, installs, configures, or uses the Rasa Software (“you”, “your”) and the Rasa Entity (“Rasa”, “we”, “us”). The Rasa Entity that is contracting with you depends on your location when you accept the EULA.

• If you are in the European Union: Rasa Technologies GmbH, with a registered address at Schönhauser Allee 175, 10119 Berlin, Germany;
• If you are in the United Kingdom: Rasa Technologies, Ltd., with a registered address at International House, 38 Thistle Street, Edinburgh, Scotland, EH2 1EN;
• If you are located anywhere else in the world: Rasa Technologies, Inc., with a registered address at One Embarcadero Centre, Embarcadero Ctr #1200, San Francisco, California, 94111, United States).

To use the Rasa Software, you must accept the EULA. If you don’t agree with the EULA or any changes that we make to them, you must cease to use the Rasa Software (as defined below). The EULA is effective as soon as you accept them, including by downloading, executing, or installing the Rasa Software, and continues in full force for as long as you are using the Rasa Software.

Arbitration Notice

The EULA contains a mandatory arbitration provision, as well as a class action waiver. By agreeing to the EULA, you also agree to resolve any disputes through individual arbitration, and you waive your right to submit a dispute to a judge or jury, or to participate in a class action, class arbitration, or representative action.

Contact Us

If you have any questions on the EULA, or if you would like to provide us with any legal notices, you can reach out to us at legal@rasa.com, or by mail at:

Rasa Technologies, Inc. Attention: Legal Counsel 1 Embarcadero Center, Suite 1200 San Francisco, CA 94111 United States of America

Any notice that we send to you will be considered effective once sent to your email address or posted in the Rasa Software. Any notice to us will only be effective once received by our Legal Counsel.

Definitions

Unless defined elsewhere in this EULA, the terms capitalized are defined below:

• “AI Assistant” means the virtual assistant that is developed and configured using the Rasa Software.

• “Commercial Terms” means the commercial terms applicable between us and Customer regarding the Rasa Products and Services or any other custom commercial agreement that Rasa has negotiated with a Customer.

• “Content” means any data, libraries, content, material, questions, forms, websites or components which are made available to Users through the AI Assistant, or which are linked to, or accessed by or collected by the AI Assistant.

• “AI Assistant Data” means any data that is processed by an AI Assistant, or to train and optimize AI Assistants, including User Data.

• “Customer” means an entity that provides you with access to the Rasa Products and Services pursuant to the Commercial Terms.

• “Data Protection Laws” refers to all applicable laws, regulations, treaties, mandatory guidelines, and governmental orders that govern the handling of data used in the creation and operation of AI Assistants.

• “Documentation” means the documentation that we make available online to describe the Rasa Software.

• “Losses” means claims, penalties, fees, damages, fines, costs and expenses, including reasonable attorneys’ fees.

• “IP” means all rights, titles and interests in intellectual and industrial properties.

• “OSS” means Rasa Open Source Software licensed pursuant to an open source software license.

• “Products” means any Rasa Software that is licensed pursuant to the Commercial Terms.

• “Rasa Software” means the Products and OSS indiscriminately.

• “Representatives” means our affiliates, subsidiaries, employees, directors, officers, licensors, and service providers.

• “Sensitive Data” means any AI Assistant Data that can cause harm to individuals in case of a personal data breach.

• “Services” means services that we provide to our customers.

• “Third-Party Services” means any third-party software, application, website, technology, service, and product.

• “User” means an individual who interacts with an AI Assistant to make queries, trigger or request actions.

• “User Data” means AI Assistant Data which can directly or indirectly identify an individual.

Specific Terms

Notwithstanding anything to the contrary, in case of a conflict between the EULA and the specific terms and conditions applicable to the Rasa Software, the Specific Terms will prevail over the EULA.

Without limiting the generality of the foregoing, the OSS Licenses are separate agreements.

Rasa Software License

Subject to this EULA, we grant you a non-exclusive, non-transferable, revocable, and non-sublicensable right and license to access, download, install, and use the Rasa Software (the “Rasa Software License”).

Nothing in the Rasa Software License does not allow you to modify, distribute, resell, or sell the Rasa Software unless we specifically indicate otherwise in the Documentation.

Our Marks

Unless we specifically state otherwise, the Rasa Software License that is granted to you does not include any license or rights to our Marks.

Intellectual Property (IP)

The Rasa Software and the related Documentation are licensed and not sold to you. Except as set forth otherwise, the Rasa Software, including the Documentation, is our IP.

Our Rules

When using the Rasa Software, including by building, managing, improving, training and optimizing AI Assistants, you represent and warrant that (a) you will comply with the requirements set forth in the Documentation and (b) you will comply with the rules set forth in the EULA (the “Rules”).

Rule 1: Comply with Your Legal Obligations

You must comply with all applicable laws, including those applicable to the import or export of the Rasa Software and Data Protection Laws.

Rule 2: Maintain an Acceptable Behavior

Your AI Assistant should not be built in a way to circumvent the EULA, or any Specific Terms.

Rule 3: Use Principles of Privacy Engineering

You agree to comply with Data Protection Laws.

Rule 4: Use Principles of Security Engineering

You agree to collaborate with us to immediately correct any security deficiency and will immediately disconnect any intrusions or intruders.

Rule 5: AI Assistant Cannot Give Professional Advice

You cannot use AI Assistants to provide professional advice, such as medical, financial, or legal advice.

Rule 6: Don’t Use the Rasa Software in Restricted Industries

We prohibit the use of Rasa Software for any activities that are illegal in the locations where the software is being used or where it interacts with individuals.

Consequences of Breaching the Rules

We reserve our rights to monitor your use of the Rasa Software.

If we determine, in our sole discretion, that your use of the Rasa Software is in breach of the Software Terms, we reserve our right to:

• Require that you make modifications to your AI Assistants
• Suspend or terminate the EULA, including the Rasa Software License.

Maintenance of the Rasa Software

We have no obligation to issue updates, improvements or new versions to the Rasa Software.

Early Release Software

We may provide you with free trial access or licenses, beta or alpha accesses.

Confidential Data

The Products, including the programs, code, software, configurations and algorithms therein, are our confidential data.

Ethical Uses of AI Assistants

The AI Assistant relies on AI to respond to and interact with Users.

Testing and Deployment

It is your responsibility to ensure that your AI Assistants are appropriately validated prior to releasing them.

AI Disclaimer

The results obtained from any AI models, systems, or applications depend on the data inputs.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED OTHERWISE IN THE EULA, THE RASA PRODUCTS AND SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”.

Remedies

In addition to any remedies in this EULA, you agree to indemnify and hold us and our Representatives harmless from any third-party claims for Losses resulting from your breach of this EULA.

Limitation of Liability

To the maximum extent permitted by law, you agree and acknowledge that neither Rasa nor our Representatives have any liability to you whatsoever.

Suspension; Termination

You can terminate the EULA at any time by discontinuing your use of the Rasa Software.

Governing Laws and Jurisdictions

The laws applicable to this EULA vary depending on the Rasa Entity with whom you contract in this EULA:

Mandatory Arbitration

All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce ("ICC").

Changes

Although we might have agreed to restrictions in Commercial Terms, as between you and us, you agree and understand that we can change this EULA from time to time.

Export Control

Use of the Rasa Software for any dealings, engagement, or sale of goods/services linked directly or indirectly with jurisdictions that Rasa has deemed high risk is prohibited.

Notice to U.S. Government End Users

The Rasa Software, including the Documentation, are “Commercial Items”.

Interpretation

You may not assign any of your rights under this EULA to anyone else. We may assign this EULA, and any of our rights and obligations hereunder to any other individual or entity at our discretion.