IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE USING THE RAE PLATFORM
This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Rainbird Technologies Ltd (company number: 08599568) of Saxon House, Hellesdon Park Road, Drayton High Road, Norwich NR6 5DR (“Rainbird”, “us” or “we”) for:
- The platform software created and hosted online by Rainbird (including the platform known as Rae, available at app.raelog.ai) (“the Rae Platform”); and
- Any online or electronic documentation provided in connection with the Rae Platform (“Documentation”).
We licence use of the Rae Platform and Documentation to you on the basis of this Licence. We do not sell the Rae Platform or Documentation to you. We remain the owners of the Rae Platform and Documentation at all times.
IMPORTANT NOTICE TO ALL USERS:
- By using the Rae Platform you agree to the terms of this Licence which will bind you and your employees (as the case may be). The terms of this Licence include, in particular, limitations on liability in condition 6 (if you are a business) and condition 7 (if you are a consumer).
- If you do not agree to the terms of this Licence, we will not license the Rae Platform and Documentation to you and you must cease using the Rae Platform immediately.
- You must be at least 18 years old to use the Rae Platform.
- Any use of the Rae Platform under the terms of this Licence shall be limited to the uses permitted under the terms of this Licence.
- This Licence shall continue indefinitely from first use of the Rae Platform, save that either party may terminate this Licence for any reason by giving the other party not less than 14 days’ notice in writing to terminate. Rainbird may also terminate the Licence for the reasons set out in clause 8.
- Individuals or organisations which, together with the other members of their Group (as defined in clause 2.5), generate more than $25 million in annual revenue or have more than 250 employees and wish to use the Rae Platform for commercial purposes beyond the Open Beta Period (as defined in clause 1.3) must enter into a separate enterprise licence agreement with Rainbird.
- All individuals and organisations may use the Rae Platform without fee during the Open Beta Period subject to needing to buy additional build credit necessary to build models.
We recommend that you print a copy of this Licence for future reference.
1. GRANT AND SCOPE OF LICENCE
1.1In consideration of you agreeing to abide by the terms of this Licence, Rainbird hereby grants to you a non-exclusive, non-transferable licence to use the Rae Platform and the Documentation on the terms of this Licence.
1.2You may use the Rae Platform for education, evaluation and/or training purposes as well as the commercial purposes set out in clause 1.3 below.
1.3In addition to using the Rae Platform for education, evaluation and/or training purposes, you may use the Rae Platform on a commercial basis (including within your own products and services) without fee during the period Rainbird designates as the open beta of the Rae Platform (the “Open Beta Period”), subject to purchasing any additional build credits needed to build models and subject to not being in breach of the restrictions in clause 2. Rainbird may end the Open Beta Period at any time by notice to you, including by notice published on the Rae Platform or at raelog.ai.
In clause 2, “Decisions” shall mean the utilisation of the Rae Platform by you or on your behalf commencing with a single query or question input using the Rae Platform and concluding with the Rae Platform generating (i) one or more recommended solutions, together with a certainty rating and evidence tree for each such solution; or (ii) a statement that no solution is available.
2. RESTRICTIONS
2.1Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- (a)not to copy the Rae Platform or Documentation except where such copying is incidental to normal use of the Rae Platform or where it is necessary for the purpose of back-up or operational security;
- (b)not to rent, lease, sub-license, assign, transfer, distribute, display, disclose, loan, translate, merge, adapt, vary, modify or otherwise commercially exploit the Rae Platform or Documentation (save as permitted under clause 1.3);
- (c)not to make alterations to, or modifications of, the whole or any part of the Rae Platform nor permit the Rae Platform or any part of it to be combined with, or become incorporated in, any other programs, save that you may connect your own applications and services to the models you build on the Rae Platform through the APIs, MCP endpoints and other integration methods that Rainbird makes available for that purpose;
- (d)not to disassemble, de-compile, reverse engineer, create derivative works from or otherwise reduce to human-perceivable form all or any part of the Rae Platform or Documentation nor attempt to do any such things;
- (e)not to access or use all or any part of the Rae Platform and/or the Documentation in order to build a product or service which competes with the Rae Platform, and not to access or use the Rae Platform or the Documentation at all if you, any member of your Group (as defined in clause 2.5) or any organisation on whose behalf you use the Rae Platform offers, or is developing, a product or service which competes with the Rae Platform, unless Rainbird has agreed otherwise in writing;
- (f)not do anything or omit to do anything to manipulate or extend the number of Decisions processed in contravention of this Licence or seek to avoid or circumvent any limit on the number or rate of Decisions that Rainbird may apply or notify to you from time to time;
- (g)where applicable, to supervise and control use of the Rae Platform and ensure that the Rae Platform is used by your employees and representatives (where applicable) in accordance with the terms of this Licence;
- (h)not to provide, or otherwise make available, the Rae Platform in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees (where applicable) without prior written consent from us; and
- (i)to comply with all applicable technology control or export laws and regulations.
2.2You shall ensure to prevent any unauthorised access to, or use of, the Rae Platform and/or the Documentation and, in the event of any such unauthorised access or use, immediately notify us in writing.
2.3You shall sign-up for and use the Rae Platform in good faith and in the spirit of the terms of this Licence.
2.4In the event that you wish to access or use the Rae Platform for any purpose that would otherwise be in breach of the restrictions set out in clause 2, you must enter into a separate, appropriate agreement with us prior to doing so.
2.5The rights granted under this Licence, if a business customer, are granted to you only and shall not be considered granted to any other member of your Group. In this Licence, “Group” means you and any holding company of yours, any subsidiary of yours and any subsidiary of any such holding company (each as defined in section 1159 of the Companies Act 2006), together with any other entity under common ownership or control with you.
3. RAE PLATFORM
3.1Rainbird shall make available the Rae Platform and Documentation to you on and subject to the terms of this Licence.
3.2When using the Rae Platform, you must comply with our Rae Free Tier Participation Guidelines, a copy of which can be found here: raelog.ai/community-participation-guidelines.
3.3Whilst we will attempt to ensure that your use of the Rae Platform is interrupted as little as possible, Rainbird does not make warranty as to:
- (a)the periods of availability and/or uptime of the Rae Platform; or
- (b)the functionality, operation or quality of the content produced on the Rae Platform.
3.4You agree and acknowledge that we (and our agents or contractors) will be required to perform maintenance on the Rae Platform from time to time. Rainbird shall not be required to give you any notice in advance of any maintenance.
3.5Rainbird reserves the right to amend, vary, modify, delete or otherwise alter the Rae Platform at its sole discretion from time to time, and shall not be required to give you any notice in advance of such.
3.6We shall not be obliged to provide any technical support to you in respect of your installation or usage of the Rae Platform.
4. RAE PLATFORM CONTENT
4.1Rainbird agrees and acknowledges that you shall own all right, title and interest in and to all of the content and data that you create, produce, input or develop on the Rae Platform including the Rae models written in the logic language Raelog (“the Content”). You grant Rainbird a non-exclusive, worldwide, royalty-free licence to host, store, copy and process the Content (including through third-party service providers) for the purpose of providing the Rae Platform to you.
4.2Rainbird shall not share, publish or otherwise make available the Content to other users of the Rae Platform without your prior consent.
5. INTELLECTUAL PROPERTY RIGHTS
5.1You acknowledge that all intellectual property rights in the Rae Platform and the Documentation throughout the world belong to us, that rights in the Rae Platform are licensed (not sold) to you, and that you have no rights in, or to, the Rae Platform or the Documentation other than the right to use them in accordance with the terms of this Licence.
5.2You acknowledge that you have no right to have access to the Rae Platform in source code form or in unlocked coding or with comments.
6. LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER
6.1You acknowledge that the Rae Platform has not been developed to meet your individual requirements.
6.2If you are a business customer, we supply the Rae Platform and Documentation for commercial use by your business, and you agree not to use the Rae Platform or Documentation for any re-sale purposes.
6.3We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
- (a)loss of profits, sales, business, or revenue;
- (b)business interruption;
- (c)loss of anticipated savings;
- (d)loss or corruption of data or information;
- (e)loss of business opportunity, goodwill or reputation; or
- (f)any indirect or consequential loss or damage.
6.4Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to not more than £500. This maximum cap does not apply to condition 6.5.
6.5Nothing in this Licence shall limit or exclude our liability for:
- (a)death or personal injury resulting from our negligence;
- (b)fraud or fraudulent misrepresentation;
- (c)any other liability that cannot be excluded or limited by English law.
6.6This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Rae Platform and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Rae Platform and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
7. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER
7.1You acknowledge that the Rae Platform has not been developed to meet your individual requirements.
7.2You are a consumer if you are an individual using the Rae Platform wholly or mainly for purposes outside your trade, business, craft or profession. If you use the Rae Platform for commercial or business purposes, including as a sole trader, you are a business customer for the purposes of this Licence and clause 6 applies to you in place of this clause 7. If you are a consumer, we only supply the Rae Platform and Documentation for non-commercial domestic and private use. You agree not to use the Rae Platform and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.3Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £1,000. This does not apply to the types of loss set out in condition 7.4.
7.4Nothing in this Licence shall limit or exclude our liability for:
- (a)death or personal injury resulting from our negligence;
- (b)fraud or fraudulent misrepresentation;
- (c)any other liability that cannot be excluded or limited by English law.
8. TERMINATION
8.1Subject to clause 8.2, this Licence shall continue indefinitely from the date of first use of the Rae Platform, save that either party may terminate this Licence for any reason by giving the other party not less than 14 days’ notice in writing to terminate. In any event, we may terminate this Licence immediately by giving written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. We may also terminate this Licence immediately by giving written notice to you if you are subject to, or suffer, any insolvency or bankruptcy event.
8.2Upon termination for any reason:
- (a)all rights granted to you under this Licence shall cease;
- (b)you must cease all activities authorised by this Licence;
- (c)you must immediately delete or remove the Rae Platform or Documentation from all computer equipment in your possession; and
- (d)Rainbird may delete the Content and shall have no obligation to retain it.
9. COMMUNICATIONS BETWEEN US
9.1If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail to engage@rainbird.ai or by pre-paid post to Rainbird Technologies Ltd at 30 Crown Road, Norwich, NR1 3DT, United Kingdom.
9.2If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Rae Platform.
9.3If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
10. OTHER IMPORTANT TERMS
10.1We may transfer our rights and obligations under this Licence to another organisation.
10.2You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
10.3If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
10.4If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.5Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
10.6If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
10.7If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
10.8We may amend this Licence from time to time. We will notify you of any amendment, including by notice published on the Rae Platform or sent to the e-mail address you provided when you signed up. If you continue to use the Rae Platform after the amendment takes effect, you will be bound by the amended Licence. If you do not agree to the amendment, you must stop using the Rae Platform.