IMPORTANT LEGAL NOTICE — PLEASE READ CAREFULLY BEFORE USING THIS PLATFORM.
This Terms of Service, User License Agreement, and Acceptable Use Policy (collectively, this "Agreement") is a legally binding contract between you and RAES LLC. By clicking "I Agree," checking the acceptance box, creating an account, accessing, or otherwise using the RAES platform in any manner, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement.
IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE PLATFORM AND MUST IMMEDIATELY CEASE ALL USE.
This Agreement contains a binding arbitration provision and class action waiver in Section 18 that affect your legal rights. Please read Section 18 carefully.
For purposes of this Agreement, the following terms shall have the meanings set forth below. Terms defined in the singular include the plural and vice versa.
This Agreement is formed between RAES LLC and you upon the earliest of: (a) your clicking of an "I Agree," "Accept," or similar button; (b) your checking of a checkbox indicating acceptance; (c) your creation of an account on the Platform; (d) your accessing or using any part of the Platform; or (e) your submission of any information to the Platform.
By accepting this Agreement, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the full legal capacity and authority to enter into this Agreement; (c) if entering this Agreement on behalf of an entity, you have the authority to bind such entity; and (d) your acceptance of this Agreement does not violate any other agreement to which you are a party.
The Platform is intended solely for business and commercial use. If you are using the Platform as an individual consumer for personal, family, or household purposes, certain consumer protection laws may apply to you that cannot be waived by this Agreement. RAES makes no representation that the Platform is appropriate for consumer use.
RAES maintains the current version of this Agreement at raesai.com/terms. You are responsible for reviewing this Agreement periodically. The version of this Agreement in effect at the time of any dispute shall govern that dispute.
THIS SECTION CONTAINS CRITICAL INFORMATION ABOUT RAES'S RIGHT TO CHANGE THESE TERMS. PLEASE READ CAREFULLY.
RAES RESERVES THE SOLE, EXCLUSIVE, ABSOLUTE, AND UNCONDITIONAL RIGHT TO MODIFY, AMEND, UPDATE, REVISE, SUPPLEMENT, REPLACE, RESTATE, OR OTHERWISE CHANGE ANY AND ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AT ANY TIME, FOR ANY REASON OR NO REASON, IN RAES'S SOLE AND ABSOLUTE DISCRETION, WITHOUT ANY OBLIGATION TO PROVIDE PRIOR NOTICE TO YOU.
Such modifications may include, without limitation, changes to: pricing and fees; revenue share percentages; Token allocations; Task definitions; AI Agent capabilities and availability; features and functionality; usage restrictions; prohibited conduct; intellectual property provisions; privacy practices; dispute resolution procedures; limitation of liability provisions; indemnification obligations; and any other provision of this Agreement.
Modifications to this Agreement become effective immediately upon: (a) posting of the updated Agreement to raesai.com/terms; (b) in-platform notification; (c) email notification to the address associated with your account; or (d) any other method of notification chosen by RAES in its sole discretion. The "Last Updated" date at the top of this Agreement indicates when it was most recently modified.
Your continued access to or use of the Platform following any modification to this Agreement constitutes your unconditional acceptance of such modification. You waive any right to specific notice of each change and agree that it is your responsibility to regularly review this Agreement for updates.
You acknowledge that you have no vested rights in any particular version of this Agreement and that RAES's right to modify this Agreement is a fundamental and material term of your access to the Platform. Any reliance on a prior version of this Agreement after modification is at your sole risk.
To the maximum extent permitted by applicable law, modifications to this Agreement may apply retroactively to matters arising prior to the effective date of such modifications, except where expressly prohibited by law.
If you do not agree with any modification to this Agreement, your sole and exclusive remedy is to immediately cease all use of the Platform and terminate your account. Continued use of the Platform after a modification constitutes irrevocable acceptance of such modification.
Subject to your strict compliance with all terms and conditions of this Agreement and your timely payment of all applicable fees, RAES grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, personal license to access and use the Platform solely for your internal business purposes during the applicable Subscription term (the "License").
The License is strictly limited to: (a) the specific features and functionality included in your Subscription plan; (b) the number of businesses, companies, or projects permitted under your plan; (c) the geographic regions where RAES makes the Platform available; and (d) the permitted number of users authorized under your plan.
You shall not, and shall not permit any third party to, directly or indirectly:
RAES expressly reserves all rights not granted in this Agreement. The Platform is licensed, not sold. No title to or ownership of the Platform is transferred to you. All rights, title, and interest in and to the Platform, including all intellectual property rights therein, remain exclusively with RAES.
RAES reserves the right to revoke the License, in whole or in part, at any time, for any reason, in RAES's sole and absolute discretion, with or without notice. Upon revocation, you must immediately cease all use of the Platform.
RAES reserves the right to audit your use of the Platform to ensure compliance with this Agreement. You agree to cooperate fully with any such audit and to provide RAES with reasonable access to your records, systems, and personnel as necessary to conduct such audit. If an audit reveals a breach of this Agreement, you shall promptly cure such breach and reimburse RAES for all costs associated with the audit.
To access certain features of the Platform, you must create an account. You agree to provide accurate, current, complete, and truthful information during registration and to maintain and promptly update such information to keep it accurate, current, and complete. RAES reserves the right to reject any account registration or to cancel an existing account at any time, for any reason, in its sole discretion.
You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, and any authentication tokens. You agree not to share your credentials with any third party. You are solely responsible for all activities that occur under your account, whether or not you authorized such activities.
You agree to immediately notify RAES at support@raesai.com of any unauthorized use of your account, any suspected breach of security, or any other suspicious activity related to your account. RAES shall not be liable for any loss or damage arising from your failure to comply with this section or from your failure to promptly notify RAES of unauthorized access.
RAES reserves the right to suspend your account at any time, without notice, if RAES reasonably believes that: (a) your account has been compromised; (b) you have violated this Agreement; (c) your use of the Platform poses a security risk; or (d) suspension is required to comply with applicable law.
You may not create multiple accounts for the purpose of circumventing account restrictions, Subscription limitations, or any other provisions of this Agreement. RAES reserves the right to merge, suspend, or terminate duplicate accounts.
RAES may require you to verify your identity, your business, or your payment information before granting access to certain features. You agree to cooperate with any such verification process and to provide accurate and complete information.
The Platform uses artificial intelligence technology to deploy autonomous AI Agents that perform tasks on your behalf. You acknowledge and understand that AI technology is inherently unpredictable and imperfect, and that AI-generated outputs may contain errors, inaccuracies, biases, inconsistencies, or incomplete information.
AI Agents operate autonomously and may take actions, generate content, send communications, make decisions, and perform other functions without human review or approval by RAES. You acknowledge that:
You are solely and exclusively responsible for reviewing, verifying, approving, and taking responsibility for all AI Agent outputs before acting upon them, publishing them, distributing them, or using them in any manner. You may not hold RAES liable for any consequences arising from your failure to review AI Agent outputs.
AI Agent outputs do not constitute and should not be relied upon as professional, legal, financial, medical, accounting, tax, investment, regulatory, or other licensed professional advice. You should always consult qualified licensed professionals before making important business, legal, financial, or other decisions.
The Finance Agent provides financial reporting, analysis, invoicing assistance, and related services for informational purposes only. The Finance Agent is not a licensed financial advisor, broker-dealer, investment advisor, accountant, or tax professional. All financial outputs must be reviewed and verified by a qualified financial professional before use. RAES expressly disclaims all liability for any financial decisions made based on Finance Agent outputs.
Any legal documents, contracts, terms, agreements, policies, or other legal content generated by AI Agents does not constitute legal advice and should be reviewed by a licensed attorney before use. RAES expressly disclaims all liability for any legal consequences arising from the use of AI-generated legal content.
You are solely responsible for ensuring that all marketing content, advertising, sales communications, email campaigns, social media posts, and other communications generated by AI Agents comply with all applicable laws and regulations, including but not limited to the CAN-SPAM Act, TCPA, FTC regulations, GDPR, CCPA, and platform-specific advertising policies. RAES shall not be liable for any regulatory violations, penalties, or claims arising from AI-generated marketing or communications content.
Software code, technical configurations, database schemas, and other technical outputs generated by AI Agents may contain errors, security vulnerabilities, or other defects. You are solely responsible for testing, securing, and validating all technical outputs before deployment or use. RAES shall not be liable for any data loss, security breaches, system failures, or other technical issues arising from AI-generated technical content.
RAES may change, update, replace, or discontinue the underlying AI models powering the Platform's AI Agents at any time, without notice. Such changes may affect the quality, style, capabilities, or outputs of AI Agents. RAES makes no warranty that AI Agent capabilities will remain constant over time.
The Platform may utilize third-party AI services, APIs, and models. Your use of these third-party AI services through the Platform is subject to the terms and conditions of such third parties in addition to this Agreement. RAES is not responsible for the availability, accuracy, or outputs of third-party AI services.
Each Subscription plan includes an allocation of Tokens that are consumed as AI Agents execute Tasks. Token allocations are specified in the plan description at the time of Subscription, subject to change by RAES in its sole discretion.
Tokens are consumed upon the initiation of a Task, regardless of whether the Task is successfully completed. RAES determines in its sole discretion how many Tokens are consumed per Task. RAES reserves the right to change Token consumption rates at any time.
Unused Tokens do not accumulate, roll over, or carry forward between billing periods unless RAES expressly states otherwise in writing. Unused Tokens expire at the end of each billing period.
Tokens have no monetary value and are not redeemable for cash or any other form of consideration. Tokens are not transferable between accounts. Upon termination of your account, all unused Tokens are forfeited without compensation.
Additional Tokens beyond your plan allocation may be purchased at rates established by RAES from time to time. RAES reserves the right to modify Add-On Token pricing at any time without notice.
In RAES's sole discretion, Tokens may be credited to your account in cases where a Task fails due to a verified Platform error. The decision to credit Tokens is entirely at RAES's discretion and does not create any obligation to credit Tokens in future error scenarios.
Tasks may be queued for execution at specified times. RAES does not guarantee that queued Tasks will execute at the specified time or that queued Tasks will be completed within any particular timeframe. RAES shall not be liable for any losses arising from delayed or failed Task execution.
The definition of what constitutes a "Task" is determined solely by RAES and may be updated at any time. Examples of Tasks include, but are not limited to: sending an email campaign, generating a report, writing a piece of content, executing a code deployment, conducting market research, and any other discrete business action performed by an AI Agent.
RAES offers various Subscription plans with different features, Token allocations, and pricing. The current plans and pricing are available at raesai.com/pricing, subject to change by RAES at any time. RAES reserves the right to introduce new plans, modify existing plans, discontinue plans, and change plan pricing at any time.
You agree to pay all fees associated with your Subscription plan and any add-on services in accordance with the billing terms specified at the time of purchase. All fees are due in advance at the beginning of each billing period.
Subscriptions automatically renew at the end of each billing period unless you cancel your Subscription at least twenty-four (24) hours before the renewal date. By subscribing, you authorize RAES to charge your payment method for the renewal amount without further authorization from you.
RAES reserves the right to change Subscription pricing at any time. RAES will provide notice of price changes through email or in-platform notification. Your continued use of the Platform following a price change constitutes your acceptance of the new pricing.
ALL FEES PAID TO RAES ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW. This includes but is not limited to fees paid for Subscriptions, Add-On Tokens, and any other Platform services. No refunds will be provided for unused Tokens, partial billing periods, or dissatisfaction with the Platform.
If any payment fails, RAES may: (a) retry the charge multiple times; (b) suspend your access to the Platform; (c) downgrade your account to a free tier if available; or (d) terminate your account. You are responsible for maintaining accurate and current payment information.
You agree to contact RAES at billing@raesai.com before disputing any charge with your payment provider. Initiating a chargeback without first contacting RAES may result in immediate account termination and may constitute a breach of this Agreement.
All fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods and services, and other taxes and government charges associated with your use of the Platform. If RAES is required to collect taxes, they will be added to your invoice.
RAES may offer free trials or beta access at its sole discretion. Free trials and beta access are subject to this Agreement and any additional terms specified by RAES. RAES reserves the right to terminate free trials or beta access at any time without notice.
BY USING THE PLATFORM, YOU AGREE TO PAY RAES A REVENUE SHARE EQUAL TO TWENTY PERCENT (20%) OF ALL PLATFORM-ASSISTED REVENUE. This obligation applies to all revenue generated through or with the assistance of the Platform, regardless of the amount, and continues for the duration of your use of the Platform and for any revenue that can be attributed to Platform assistance.
"Platform-Assisted Revenue" includes, without limitation:
You agree to accurately report all Platform-Assisted Revenue to RAES on a monthly basis, no later than fifteen (15) days following the end of each calendar month. Reports must be submitted in the format specified by RAES and must include sufficient detail to verify the reported amounts.
RAES may implement automated revenue share collection through Stripe Connect, payment processor integrations, or other technical means. By connecting payment processing accounts to the Platform, you authorize RAES to automatically collect the applicable revenue share from transactions as they occur.
RAES reserves the right to audit your revenue records to verify compliance with revenue share obligations. You agree to maintain accurate records of all Platform-Assisted Revenue for a minimum of three (3) years and to provide RAES with access to such records upon request.
Intentional underreporting of Platform-Assisted Revenue constitutes fraud and a material breach of this Agreement. If an audit reveals underreported revenue, you agree to pay: (a) the full amount of unpaid revenue share; (b) interest at the rate of 1.5% per month on the unpaid amount; (c) all costs associated with the audit; and (d) any applicable penalties.
Revenue share obligations survive the termination of this Agreement with respect to any revenue generated during the term of this Agreement, including any revenue that is received after termination but that was earned or contracted during the term.
RAES may offer advertising management services through the Platform, including management of Meta Ads, Google Ads, and other advertising platforms. Advertising services are subject to the terms of the applicable advertising platforms in addition to this Agreement.
When using the Platform's advertising management services, you agree to pay RAES a fee equal to twenty percent (20%) of all advertising expenditures managed through or by the Platform ("Ad Spend Fee"). The Ad Spend Fee is charged in addition to the actual cost of advertising.
The Ad Spend Fee includes AI-generated advertising creative services, including scripts, images, videos up to twelve (12) seconds in length, and copy. RAES does not separately charge for AI-generated advertising creative included within managed campaigns.
You are solely responsible for ensuring that all advertising campaigns managed through the Platform comply with: (a) applicable advertising laws and regulations; (b) the policies of the relevant advertising platforms; (c) truth-in-advertising standards; (d) applicable consumer protection laws; and (e) any industry-specific advertising regulations. RAES shall not be liable for any advertising policy violations, account suspensions, or regulatory penalties.
You authorize RAES and its AI Agents to manage advertising expenditures on your behalf up to the daily, weekly, or monthly budget limits you establish. You are responsible for monitoring and adjusting budget limits. RAES shall not be liable for advertising expenditures that exceed your intended budget due to your failure to properly configure budget limits.
RAES makes no guarantees regarding advertising performance, return on investment, conversion rates, or any other advertising metrics. Advertising results depend on numerous factors outside RAES's control. You acknowledge that advertising expenditures may not generate any revenue or leads.
By submitting User Content to the Platform, you grant RAES a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to use, copy, store, process, modify, adapt, translate, publish, distribute, and create derivative works from your User Content for the purposes of: (a) providing the Platform services; (b) improving the Platform and AI models; (c) developing new products and services; and (d) complying with legal obligations.
You represent and warrant that: (a) you own or have all necessary rights to your User Content; (b) your User Content does not infringe any third-party intellectual property rights; (c) your User Content does not violate any applicable law; (d) your User Content does not contain any malicious code or content; and (e) you have obtained all necessary consents from individuals whose personal information is included in your User Content.
RAES reserves the right to remove, block, or disable access to any User Content at any time, for any reason, without notice, including User Content that RAES determines in its sole discretion violates this Agreement, applicable law, or RAES's policies.
RAES processes your data in accordance with its Privacy Policy. By using the Platform, you acknowledge that RAES may process your data on servers located in the United States or other countries, and you consent to such processing.
RAES may use anonymized, aggregated data derived from your use of the Platform for research, development, benchmarking, and other business purposes. Such anonymized data will not personally identify you.
The Platform and all components thereof, including but not limited to software, algorithms, AI models, source code, object code, databases, user interfaces, design elements, logos, trademarks, service marks, trade names, trade secrets, know-how, and all other intellectual property rights (collectively, "RAES IP"), are and shall remain the exclusive property of RAES or its licensors. No rights in RAES IP are transferred to you by this Agreement.
You may not use RAES's trademarks, service marks, logos, or trade names without RAES's prior written consent. Any authorized use of RAES trademarks must comply with RAES's trademark usage guidelines as provided by RAES from time to time.
Subject to your compliance with this Agreement and payment of all applicable fees, AI Output generated specifically for you by the Platform belongs to you. However, RAES retains: (a) all rights in the underlying AI technology, models, and systems; (b) the right to generate similar content for other users; (c) the right to use aggregated and anonymized data derived from AI Outputs to improve the Platform; and (d) all rights in templates, frameworks, and structures used to generate AI Outputs.
If you provide RAES with feedback, suggestions, ideas, improvements, or recommendations regarding the Platform ("Feedback"), you grant RAES an irrevocable, perpetual, worldwide, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback for any purpose, including the development and improvement of the Platform, without any obligation of confidentiality or compensation to you.
You shall not attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, algorithms, AI models, or underlying architecture of the Platform. Any information obtained through such unauthorized means remains the confidential property of RAES.
RAES's collection and use of personal information is governed by RAES's Privacy Policy, available at raesai.com/privacy, which is incorporated into this Agreement by reference. By using the Platform, you consent to RAES's collection, use, and disclosure of your personal information as described in the Privacy Policy.
RAES implements commercially reasonable technical and organizational security measures to protect your data from unauthorized access, use, disclosure, alteration, or destruction. However, no security measures are perfect, and RAES cannot guarantee the absolute security of your data. You acknowledge and accept this risk.
In the event of a data breach affecting your personal information, RAES will notify you in accordance with applicable law. RAES's liability for data breaches is limited as set forth in Section 18 of this Agreement.
You are solely responsible for ensuring that your collection, use, and processing of personal data through the Platform complies with all applicable privacy laws, including GDPR, CCPA, and other applicable privacy regulations. You agree to maintain a lawful basis for processing all personal data you submit to the Platform.
The Platform may integrate with or provide access to third-party services, APIs, platforms, and applications, including but not limited to Meta, Google, Stripe, Twilio, and other service providers (collectively, "Third-Party Services"). Your use of Third-Party Services is subject to the terms and conditions of such third parties.
RAES does not endorse, recommend, or make any representations or warranties regarding Third-Party Services. RAES is not responsible for the availability, accuracy, functionality, security, or content of Third-Party Services.
When using Third-Party Services through the Platform, you agree to comply with the applicable third-party terms of service. Violations of third-party terms may result in suspension of your access to such services and may constitute a breach of this Agreement.
Third-Party Services may charge additional fees. You are solely responsible for any fees charged by Third-Party Services in connection with your use of the Platform.
If you access the Platform through an API, your use of the API is subject to this Agreement and any additional API terms specified by RAES. RAES reserves the right to impose rate limits, access restrictions, and other limitations on API usage.
Each party may disclose Confidential Information to the other party in connection with this Agreement. The receiving party agrees to: (a) hold the disclosing party's Confidential Information in strict confidence; (b) use the Confidential Information only for purposes of this Agreement; (c) not disclose the Confidential Information to any third party without the disclosing party's prior written consent; and (d) protect the Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.
You acknowledge that the Platform, including its AI models, algorithms, source code, and business logic, constitutes RAES's Confidential Information. You agree not to disclose any information about the Platform's internal workings, performance characteristics, or proprietary technology to any third party.
You represent and warrant to RAES that:
Your representations in Section 16.1 are made on a continuing basis throughout the term of this Agreement. You agree to promptly notify RAES if any representation becomes inaccurate.
THE PLATFORM IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAES EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, RAES's warranties are limited to the minimum extent permitted by applicable law.
THIS SECTION LIMITS RAES'S LIABILITY TO YOU. PLEASE READ CAREFULLY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RAES, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, LICENSORS, OR SUCCESSORS BE LIABLE FOR ANY:
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF RAES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAES'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO RAES IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).
You acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties. Without these limitations, RAES would not provide the Platform at the prices charged.
Nothing in this Section shall limit liability for: (a) death or personal injury caused by RAES's gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by applicable law.
Any claim arising from this Agreement must be brought within one (1) year of the date the cause of action first accrues. Claims not brought within this period are permanently barred.
You agree to defend, indemnify, and hold harmless RAES and its officers, directors, members, managers, employees, agents, contractors, successors, and assigns (collectively, "RAES Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:
RAES reserves the right to assume exclusive control and defense of any matter subject to indemnification. You agree to cooperate with RAES in such defense and not to settle any such matter without RAES's prior written consent. You shall not be obligated to indemnify RAES for claims arising solely from RAES's gross negligence or willful misconduct.
This Agreement commences on the date you first access the Platform and continues until terminated in accordance with its terms.
You may terminate this Agreement by canceling your Subscription through the Platform's account settings. Termination takes effect at the end of the current billing period. No refunds are provided for early termination.
RAES RESERVES THE ABSOLUTE, UNCONDITIONAL, AND UNILATERAL RIGHT TO SUSPEND OR TERMINATE YOUR ACCESS TO THE PLATFORM AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT PRIOR NOTICE, WITHOUT LIABILITY TO YOU. Reasons for termination may include, but are not limited to:
Upon termination: (a) all licenses granted to you terminate immediately; (b) you must immediately cease all use of the Platform; (c) all unused Tokens are forfeited; (d) all outstanding fees and revenue share obligations become immediately due and payable; and (e) RAES may delete your account data in accordance with its data retention policies.
The following sections survive termination: Sections 1 (Definitions), 4 (License Restrictions), 9 (Revenue Share Obligations), 12 (Intellectual Property), 15 (Confidentiality), 17 (Disclaimers), 18 (Limitation of Liability), 19 (Indemnification), 21 (Dispute Resolution), 22 (Governing Law), and 30 (General Provisions).
THIS SECTION CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. BY AGREEING TO THIS AGREEMENT, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.
Before initiating formal dispute resolution, you agree to first contact RAES at legal@raesai.com and attempt to resolve the dispute informally. RAES will attempt to resolve the dispute within thirty (30) days. If the dispute is not resolved within thirty (30) days, either party may proceed to arbitration.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in English, in Indianapolis, Indiana, United States. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
YOU AND RAES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.
Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. RAES may also bring claims in small claims court for matters within such court's jurisdiction.
Each party shall bear its own costs and attorneys' fees in arbitration. AAA filing fees shall be split equally between the parties, unless the arbitrator determines otherwise.
If the class action waiver in Section 21.3 is found to be unenforceable, then the arbitration agreement in this Section shall be void and all disputes shall be resolved in court.
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, United States, without regard to its conflict of law principles. For any matters not subject to arbitration, you irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Marion County, Indianapolis, Indiana, and waive any objection to such jurisdiction or venue.
You may not use the Platform for any of the following purposes:
The Platform may not be used to operate businesses in the following industries, among others that RAES may designate from time to time: adult content, gambling, controlled substances, weapons, tobacco, payday lending, debt collection using prohibited practices, or any other industry prohibited by applicable law or RAES's payment processors.
Violations of this Acceptable Use Policy may result in immediate account suspension or termination, removal of content, reporting to law enforcement, and legal action by RAES.
RAES may offer beta features, experimental services, or early access programs ("Beta Features") from time to time. Beta Features are provided "as is" without any warranties and may be discontinued at any time without notice. Your use of Beta Features is subject to this Agreement and any additional terms specified by RAES. RAES shall not be liable for any losses arising from your use of or reliance on Beta Features.
You are solely responsible for ensuring that your use of the Platform and all business activities conducted through the Platform comply with all applicable local, state, federal, and international laws and regulations. This includes but is not limited to: consumer protection laws, privacy laws, anti-spam laws, advertising regulations, financial regulations, employment laws, and industry-specific regulations. RAES makes no representation that the Platform is appropriate or legal for use in any particular jurisdiction.
The Platform may be subject to United States export control laws. You agree to comply with all applicable export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. You represent that you are not located in a country subject to U.S. embargo and that you are not on any U.S. government prohibited party list.
RAES respects intellectual property rights and complies with the Digital Millennium Copyright Act ("DMCA"). If you believe that content on the Platform infringes your copyright, please send a DMCA notice to: legal@raesai.com. RAES reserves the right to remove allegedly infringing content and to terminate accounts of repeat infringers.
By using the Platform, you consent to receive electronic communications from RAES. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. Your electronic acceptance of this Agreement constitutes a valid and binding signature for all legal purposes.
RAES shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond RAES's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, governmental actions, wars, terrorism, civil unrest, labor disputes, power failures, internet disruptions, third-party service failures, cyberattacks, or any other event beyond RAES's reasonable control. RAES shall use commercially reasonable efforts to resume performance as soon as practicable.
This Agreement, together with the Privacy Policy and any other documents incorporated herein by reference, constitutes the entire agreement between you and RAES with respect to the Platform and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
No failure or delay by RAES in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver shall be effective unless made in writing and signed by an authorized representative of RAES.
You may not assign, transfer, delegate, or sublicense this Agreement or any of your rights or obligations hereunder without RAES's prior written consent. Any purported assignment without consent is void. RAES may assign this Agreement, in whole or in part, without restriction and without notice to you.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.
This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. No third party shall have any rights under this Agreement.
Section headings are for convenience only and shall not affect the interpretation of this Agreement.
This Agreement shall not be construed against RAES as the drafter. The parties acknowledge that they have had the opportunity to negotiate this Agreement and to seek legal counsel.
Notices to RAES shall be sent to: legal@raesai.com or RAES LLC, Indianapolis, Indiana, United States. RAES may provide notices to you via email, in-platform notification, or any other reasonable means.
This Agreement is in the English language. Any translation is provided for convenience only. In the event of any conflict between the English version and any translation, the English version shall control.
All remedies available to RAES under this Agreement are cumulative and not exclusive of any other remedies available at law or in equity.
You acknowledge that a breach of this Agreement may cause irreparable harm to RAES for which monetary damages would be an inadequate remedy. RAES shall be entitled to seek injunctive or other equitable relief without the requirement of posting bond or proving actual damages.
RAES LLC
General Inquiries: hello@raesai.com
Legal Notices: legal@raesai.com
Billing: billing@raesai.com
Support: support@raesai.com
Website: raesai.com
Indianapolis, Indiana, United States
For the most current version of this Agreement, visit raesai.com/terms.
ACKNOWLEDGMENT
BY ACCESSING OR USING THE RAES PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS ENTIRE AGREEMENT, UNDERSTOOD ITS TERMS, AND AGREE TO BE BOUND BY ALL OF ITS PROVISIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT MAY BE MODIFIED BY RAES AT ANY TIME WITHOUT PRIOR NOTICE, AND THAT YOUR CONTINUED USE OF THE PLATFORM CONSTITUTES ACCEPTANCE OF ANY SUCH MODIFICATIONS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.