Raikoo Cloud Terms Last updated: April 2, 2025

By indicating your acceptance of this Agreement or accessing or using the Cloud Service, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.

Purchase from Reseller: If you purchase the Cloud Service from an authorized reseller of Raikoo (“Reseller“), your use of the Cloud Service will be governed by this Agreement, subject to Section 20.17 (Reseller Orders) below.

1. The Agreement. These Raikoo Cloud Terms (“Agreement”) are entered into by and between the entity or person placing an Order for or accessing the Cloud Service (“Customer” or “you”) and Raikoo SAS or the Raikoo entity indicated in the applicable Order (also referred to as “Raikoo”). This Agreement consists of the terms and conditions set forth below and any Orders. If you are accessing or using the Cloud Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company. Capitalized terms are defined in context or in Section 21 (Definitions). The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Cloud Service through any online provisioning, registration or order process or (b) the subscription start date of the first Order.

2. Cloud Service. Subject to this Agreement, Customer may use the Cloud Service for its internal business purposes (including deployment of Customer created models or other data products) during each Subscription Term (“Permitted Use”). Customer will comply with the Documentation in using the Cloud Service.

3. Users. Customer may permit Users to use the Cloud Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Cloud Service and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Raikoo upon learning of any compromise of User accounts or credentials.

4. Affiliates. Customer’s Affiliates may serve as Users. In addition, Customer’s Affiliates may enter into their own Orders as mutually agreed with Raikoo, which creates a separate agreement between such Affiliate and Raikoo incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with Raikoo, and breach or termination of any such separate agreement affects only that agreement.

5. Data.

5.1. Use of Customer Data. Subject to this Agreement, Raikoo will access and use Customer Data solely to provide and maintain the Cloud Service, Support and Technical Services under this Agreement (“Use of Customer Data”). Use of Customer Data includes sharing Customer Data as Customer directs through the Cloud Service, but Raikoo will not otherwise disclose Customer Data to third parties except as permitted in this Agreement.

5.2. Security. Raikoo will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data as set out in the Cloud Security Addendum (“CSA“), the current version of which is at https://downloads.raikoo.com/publicdocs/Raikoo_Cloud_Security_Addendum.pdf.

5.3. DPA. The parties will adhere to the Data Processing Addendum (“DPA“), the current version of which is at https://www.raikoo.com/legal/data-processing-addendum/.

5.4. Usage Data. Raikoo may collect Usage Data and use it to operate, improve and support the Cloud Service and for other lawful business purposes, including benchmarking and reports. However, Raikoo will not disclose Usage Data externally.

6. Mutual Compliance with Laws. Each party will comply with all Laws that apply to its performance under this Agreement.

7. Support and SLA.

7.1. Support. Raikoo will adhere to the Support Policy, if any, specified on each applicable Order.

7.2. SLA. Raikoo will adhere to the Service Level Agreement (“SLA“), if any, specified on each applicable Order.

8. Warranties.

8.1. Mutual Warranties. Each party represents and warrants that:

(a) it has the legal power and authority to enter into this Agreement; and

(b) it will use industry-standard measures to avoid introducing Viruses into the Cloud Service.

8.2. Additional Raikoo Warranties. Raikoo warrants that:

(a) the Cloud Service will perform materially as described in the Documentation and Raikoo will not materially decrease the overall functionality of the Cloud Service during a Subscription Term (the “Performance Warranty”); and

(b) Raikoo will perform any Technical Services in a professional and workmanlike manner (the “Technical Services Warranty”).

8.3. Warranty Remedy. If Raikoo breaches the Performance Warranty or Technical Services Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue with respect to the Cloud Service or receipt of the applicable Technical Services (“Claim Period”), then Raikoo will use reasonable efforts to correct or provide a work-around for the non-conformity. If Raikoo fails to do so within 30 days after Customer’s warranty claim (“Fix Period”), either party may terminate the affected Order as relates to the non-conforming Cloud Service or Technical Services. Raikoo will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). These procedures are Customer’s exclusive remedy and Raikoo’s sole liability for breach of the Performance Warranty and Technical Services Warranty.

8.4. Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. The warranties in Section 8.2 do not apply to misuse, unauthorized modifications, Plugins or Third-Party Platforms. These disclaimers apply to the full extent permitted by Law.

9. Usage Rules.

9.1. Compliance. Customer (a) will comply with Raikoo’s Acceptable Use Policy (“AUP“), the current version of which is at https://www.raikoo.com/legal/acceptable-use-policy/ and (b) represents and warrants that it has all rights necessary to use Customer Data with the Cloud Service and grant Raikoo the rights to Customer Data specified in this Agreement, without violating third-party intellectual property, privacy or other rights. Between the parties, Customer is responsible for the content and accuracy of Customer Data.

9.2. High Risk Activities & Sensitive Data. Customer (a) will not use the Cloud Service for High Risk Activities, (b) will not submit Sensitive Data to the Cloud Service, (c) acknowledges that the Cloud Service is not designed for (and Raikoo has no liability for) use prohibited in this Section 9.2, and (d) will use and process any special categories of data enumerated in European Union Regulation 2016/679, Article 9(1), any information subject to specific regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), any highly protected personal data, such as social security numbers, driver’s license numbers or other government ID numbers or any data similar to the above protected under foreign or domestic Laws, only in accordance with applicable laws.

9.3. Restrictions. Customer will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the Cloud Service (in whole or part), grant non-Users access to the Cloud Service or use the Cloud Service to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the Cloud Service, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Raikoo, (c) copy, modify, create derivative works of or remove proprietary notices from the Cloud Service, (d) conduct security or vulnerability tests of the Cloud Service without Raikoo’s prior written consent, interfere with its operation or circumvent its access restrictions, (e) use the Cloud Service to develop a product that competes with the Cloud Service or, (f) use the Cloud Service except as authorized under this Agreement.

10. Third-Party Platforms and Plugins.

10.1. Use of Third-Party Platforms. Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Raikoo is not responsible for Third-Party Platforms or how their providers use Customer Data.

10.2. Use of Plugins. Customer may choose to use Plugins with the Cloud Service. Use of Plugins is optional and governed by the license terms posted for such Plugin (and not this Agreement).

11. Technical Services. Raikoo will perform Technical Services as described in an Order, which may identify additional terms for the Technical Services. Customer will give Raikoo timely access to Customer Materials reasonably needed for Technical Services, and Raikoo will use the Customer Materials only for purposes of providing Technical Services. Subject to any limits in an Order, Customer will reimburse Raikoo’s reasonable travel and lodging expenses incurred in providing Technical Services. Customer may use code or other deliverables that Raikoo furnishes as part of Technical Services only in connection with Customer’s authorized use of the Cloud Service under this Agreement.

12. Fees.

12.1. Payment. Customer will pay the fees, in the currency, described in an Order. Raikoo may issue invoices for fees for the initial Subscription Term, renewal Subscription Term or Technical Services, at any time after the Subscription Start Date. Unless otherwise agreed, fees are invoiced in advance and reimbursable expenses are invoiced in arrears and are due within 30 days of the invoice date (the “Payment Period”). If Raikoo incurs any expenses related to Customer’s mandatory invoicing platforms, Customer shall reimburse Raikoo for such expenses, to be invoiced in arrears. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. Unless otherwise agreed, fees for renewal Subscription Terms are at Raikoo’s then-current rates, regardless of any discounted pricing in a prior Order. All fees and expenses are non-cancellable and non-refundable except as expressly set out in Section 8.3 (Warranty Remedy) and Section 17.5 (Mitigation).

12.2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Raikoo’s income tax. Fees and expenses are exclusive of Taxes.

12.3. Payment Disputes. If Customer disputes an invoice in good faith, it will notify Raikoo within the Payment Period and the parties will seek to resolve the dispute over a 30-day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies.

13. Suspension. Raikoo may suspend Customer’s access to the Cloud Service and related services due to a Suspension Event, but where practicable will give Customer prior notice so that Customer can resolve the issue and avoid suspension. Raikoo is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, Raikoo will promptly restore Customer’s access to the Cloud Service in accordance with this Agreement. “Suspension Event” means (a) Customer’s account is 30 days or more overdue, (b) Customer is in breach of Section 9 (Usage Rules) or (c) Customer’s use of the Cloud Service risks material harm to the Cloud Service or others.

14. Term and Termination.

14.1. Subscription Terms. Each Subscription Term will last for an initial 12-month period unless the Order states otherwise. Each Subscription Term will renew for successive periods (with the same length, usage limits and fees) unless (a) the parties agree on a different renewal Order or (b) either party notifies the other of non-renewal at least 30 days prior to the end of the current Subscription Term.

14.2. Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms. If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with notice to the other party.

14.3. Termination. Either party may terminate this Agreement (including all Subscription Terms) if the other party (a) fails to cure a material breach of this Agreement within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

14.4. Data Export & Deletion.

(a) During a Subscription Term, Customer may export Customer Data from the Cloud Service (or Raikoo will otherwise make the Customer Data available to Customer) as described in the Documentation.

(b) Within 60 days of termination or expiration of this Agreement, Raikoo will delete Customer Data. Within the 60 day period, and upon the Customer’s written request, Raikoo shall provide Customer with access to the Cloud Service up to a maximum of 30 days (such access not to extend beyond 60 days of termination or expiration of this Agreement) solely to the extent required for the Customer to export Customer Data from the Cloud Service. During the period the Customer has access to the Cloud Service, the terms and conditions in this Agreement shall continue to apply.

(c) Nonetheless, the recipient may retain Customer Data or Confidential Information in accordance with its standard backup or record retention policies or as required by Law, subject to Section 5.2 (Security), Section 18 (Confidentiality) and the DPA.

14.5. Effect of Termination.

(a) Customer’s right to use the Cloud Service, Support and Technical Services will cease upon any termination or expiration of this Agreement, subject to this Section 14. At the disclosing party’s written request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information. Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

(b) The following Sections will survive expiration or termination of this Agreement: 5.4 (Usage Data), 8.4 (Disclaimers), 9 (Usage Rules), 12.1 (Payment) (for amounts then due), 12.2 (Taxes), 14.4 (Data Export and Deletion), 14.5 (Effect of Termination), 15 (Intellectual Property), 16 (Limitations of Liability), 17 (Indemnification), 18 (Confidentiality), 20 (General Terms) and 21 (Definitions).

(c) Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

15. Intellectual Property.

15.1. Reserved Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Raikoo’s express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Data and Customer Materials provided to Raikoo. Except for Customer’s express rights in this Agreement, as between the parties, Raikoo and its licensors retain all intellectual property and other rights in the Cloud Service, Technical Services deliverables and related Raikoo technology.

15.2. Feedback. If Customer gives Raikoo feedback regarding improvement or operation of the Cloud Service, Support or Technical Services, Raikoo may use the feedback without restriction or obligation. All feedback is provided “AS IS” and Raikoo will not publicly identify Customer as the source of feedback without Customer’s permission.

16. Limitations of Liability.

16.1. General Cap. Each party’s entire liability arising out of or related to this Agreement will not exceed the General Cap.

16.2. Consequential Damages Waiver. Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.

16.3. Exceptions. Sections 16.1 (General Cap) and 16.2 (Consequential Damages Waiver) will not apply to Uncapped Claims.

16.4. Nature of Claims. The waivers and limitations in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

16.5. Definitions. The following definitions apply for this Section 16 (Limitations of Liability).

“General Cap” means amounts paid or payable by Customer to Raikoo under this Agreement in the 12 months immediately preceding the first incident giving rise to liability.

“Uncapped Claims” means (a) the indemnifying party’s obligations under Section 17 (Indemnification), (b) Customer’s breach of Section 9 (Usage Rules), (c) any breach of Section 18 (Confidentiality), excluding breaches related to Customer Data, and (d) liabilities that cannot be limited by Law.

17. Indemnification.

17.1. Indemnification by Raikoo. Raikoo, at its own cost, will defend Customer from and against any Raikoo-Covered Claims and will indemnify and hold harmless Customer from and against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Raikoo resulting from the Raikoo-Covered Claims.

17.2. Indemnification by Customer. Customer, at its own cost, will defend Raikoo from and against any Customer-Covered Claims and will indemnify and hold harmless Raikoo from and against any damages or costs awarded against Raikoo (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the Customer-Covered Claims.

17.3. Definitions. The following definitions apply for this Section 17 (Indemnification).

“Raikoo-Covered Claim” means a third-party claim that the Cloud Service, when used by Customer as authorized in this Agreement, infringes or misappropriates a third party’s intellectual property rights.

“Customer-Covered Claim” means a third-party claim arising from Customer’s breach or alleged breach of Section 9 (Usage Rules).

17.4. Procedures. The indemnifying party’s obligations in this Section 17 are subject to receiving from the indemnified party: (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim’s investigation, defense and settlement and (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Cloud Service when Raikoo is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

17.5. Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as Raikoo determines necessary to avoid material liability, Raikoo may: (a) procure rights for Customer’s continued use of the Cloud Service, (b) replace or modify the allegedly infringing portion of the Cloud Service to avoid infringement, without reducing the Cloud Service’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

17.6. Exceptions. Raikoo’s obligations in this Section 17 do not apply to claims resulting from (a) modification or unauthorized use of the Cloud Service, (b) use of the Cloud Service in combination with any Plugins or items not provided by Raikoo, including Third-Party Platforms or (c) Software other than the most recent release, if Raikoo made available (at no additional charge) a newer release that would avoid infringement.

17.7. Exclusive Remedy. This Section 17 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section.

18. Confidentiality.

18.1. Use and Protection. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without discloser’s prior approval, except as permitted in this Agreement, and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.

18.2. Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Raikoo, the subcontractors referenced in Section 20.11), provided it remains responsible for their compliance with this Section 18 and they are bound to confidentiality obligations no less protective than this Section 18.

18.3. Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.

18.4. Remedies. Breach of this Section 18 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.

18.5. Required Disclosures. The recipient may disclose Confidential Information (including Customer Data) to the extent required by Laws. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

19. Trials and Betas. Raikoo may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by Raikoo on an Order (or if not designated, 14 days or as otherwise indicated within the Cloud Service). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, Raikoo offers no warranty, indemnity, SLA or Support for Trials and Betas and its liability for Trials and Betas will not exceed US$100.

2o. General Terms.

20.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition or other transfer of all or substantially all assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

20.2. Governing Law and Courts. The governing law in any action related to this Agreement and which courts have jurisdiction over any such action, depend on Customer’s Account Country.

20.3. Notices.

(a) Except as set out in this Agreement, notices, requests and approvals under this Agreement must be in writing to the addresses on the Order and will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery or (4) upon delivery if by email. Either party may update its address with notice to the other.

(b) Raikoo may also send operational notices through the Cloud Service.

20.4. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. Notwithstanding the foregoing, if you have entered into a separate written agreement signed by Raikoo for use of the Cloud Service, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in this Agreement. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Excluding Orders, terms in business forms, purchase orders, quotes, or other supplementary terms used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only and have no legal effect. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

20.5. Order of Precedence. The Order will control in the event of any conflict with this Agreement.

20.6. Amendments. Any amendments to this Agreement must be in writing and signed by each party’s authorized representatives.

20.7. Modifications to Agreement. Raikoo may modify this Agreement from time to time with notice to Customer. Modifications take effect at the earlier of Customer’s next Subscription Term or Order. Once the modified Agreement takes effect, Customer’s continued use of the Cloud Service constitutes its acceptance of the modifications. Raikoo may require Customer to click to accept the modified Agreement.

20.8. Operational Changes. The Support Policy, SLA, AUP and CSA are not subject to Section 20.7 (Modifications to Agreement). With notice to Customer, Raikoo may modify the Support Policy, SLA, AUP or CSA to reflect new features or changing practices, but the modifications may not be retroactive or materially decrease Raikoo’s overall obligations during a Subscription Term.

20.9. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

20.10. Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Cloud Service for 15 or more consecutive days, either party may terminate the affected Order(s) upon notice to the other and Raikoo will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. However, this Section does not limit Customer’s obligations to pay fees owed.

20.11. Subcontractors. Raikoo may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Raikoo remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. This does not limit any additional terms for subprocessors under the DPA.

20.12. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

20.13. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

20.14. Open Source. Raikoo Software distributed to Customer (if any) may include third-party open source software (“Open Source”) as listed in the Documentation or by Raikoo upon request. If Customer elects to use the Open Source on a stand-alone basis, that use is subject to the applicable Open Source license and not this Agreement.

20.15. Export & Compliance. Each party (a) will comply with all export and import Laws in performing this Agreement, (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country, and (c) will comply with applicable anti-corruption and anti-bribery laws and regulations (including, to the extent applicable, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and any anti-corruption or bribery laws and regulations issued and enforced by an applicable jurisdiction). Customer will not submit to the Cloud Service any data controlled under the U.S. International Traffic in Arms Regulations.

20.16. Government Rights. To the extent applicable, the Cloud Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Cloud Service is governed solely by the terms of this Agreement, and all others use is prohibited.

20.17. Reseller Orders. This Section applies if the Cloud Service is purchased by Customer through an authorized Reseller.

(a) Commercial Terms. Instead of paying Raikoo, Customer will pay applicable amounts to the Reseller as agreed between Customer and the Reseller. Customer’s order details (e.g., scope of use and fees) will be as stated in the order placed by the Reseller with Raikoo on Customer’s behalf. The Reseller is responsible for the accuracy of such order. Raikoo may terminate Customer’s rights to use the Cloud Service if it does not receive the corresponding payment from the Reseller. If Customer is entitled to a refund under this Agreement, Raikoo will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to Customer, unless otherwise specified.

(b) Relationship with Raikoo. This Agreement is directly between Raikoo and Customer and governs all use of the Cloud Service by Customer. Resellers are not authorized to modify this Agreement or make any promises or commitments on Raikoo’s behalf, and Raikoo is not bound by any obligations to Customer other than as set forth in this Agreement. Raikoo is not party to (or responsible under) any separate agreement between Customer and the Reseller and is not responsible for the Reseller’s acts, omissions, products or services. The amount paid or payable by the Reseller to Raikoo for Customer’s use of the applicable Cloud Service under this Agreement will be deemed the amount paid or payable by Customer to Raikoo under this Agreement for purposes of Section 16 (Limitations of Liability).

21. Definitions.

“Account Country” means the country associated with Customer’s account. If Customer has provided a valid tax registration number for its account, then Customer’s Account Country is the country associated with its tax registration. Otherwise, Customer’s Account Country is the country where its billing address is located.

“Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

“Cloud Service” means Raikoo’s proprietary cloud service, as identified in the relevant Order and as modified from time to time. The Cloud Service includes the Software and Documentation but not Technical Services deliverables, Plugins or Third-Party Platforms.

“Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Raikoo’s Confidential Information includes technical or performance information about the Cloud Service, and Customer’s Confidential Information includes Customer Data.

“Customer Data” means any data, content or materials that Customer (including its Users) submits to its Cloud Service accounts, including from Third-Party Platforms.

“Customer Materials” means materials and resources that Customer makes available to Raikoo in connection with Technical Services.

“Documentation” means Raikoo’s standard usage documentation for the Cloud Service, the current version of which is at https://doc.raikoo.com/dss/latest/index.html.

“Force Majeure” means an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failures, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects.

“High Risk Activities” means activities where use or failure of the Cloud Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.

“Laws” means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.

“Named Users” means Users identified by Customer individually by name, are registered Users and are distinct from concurrent Users. Named Users may only be substituted by Customer (i) once per calendar year or (ii) when an individual Named User leaves the employ of Customer or their role or responsibilities are changed. Additional substitutions require Raikoo’s consent, which shall not be unreasonably withheld. Counts refer to the number of Named Users and not concurrent users.

“Order” means an order executed by the parties or that Customer completes through a Raikoo-provided online order form, for Customer’s access to the Cloud Service, Support, Technical Services or related services that references this Agreement.

“Plugins” means software, scripts or other code made available on Raikoo’s Plugin website or otherwise in connection with the Cloud Service that may be deployed by Customer to extend the Cloud Service’s functionality, including to enable an integration between the Cloud Service and a Third-Party Platform.

“Sensitive Data” means any (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented), (b) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS) and (c) any data similar to the above protected under foreign or domestic Laws.

“Software” means any proprietary apps or software that Raikoo distributes to Customer as part of the Cloud Service.

“Subscription Term” means the term for Customer’s use of the Cloud Service as identified in an Order.

“Support” means support for the Cloud Service as described in Section 7.1 (Support).

“Technical Services” means training, enablement, consulting or other technical services that Raikoo furnishes to Customer related to the Cloud Service.

“Third-Party Platform” means any product, add-on or platform not provided by Raikoo that Customer uses with the Cloud Service.

“Trials and Betas” mean access to the Cloud Service (or Cloud Service features) on a free, trial, beta or early access basis. Trials and Betas includes Experimental features and capabilities described in the Documentation.

“Usage Data” means Raikoo’s technical logs, data and learnings about Customer’s use of the Cloud Service, but excluding Customer Data.

“User” means anyone that Customer allows to use its accounts for the Cloud Service, who may include (a) employees, advisors and contractors of Customer and its Affiliates and (b) others if permitted in this Agreement or the Documentation.

“Virus” means viruses, malicious code or similar harmful materials.