The agreement
These Terms of Service ("Terms") are an agreement between Nexorra Group, Inc. ("Nexorra", "we", "us") and the business that signs up for Rhaven ("Customer", "you"), and they also apply to each person the Customer lets use Rhaven ("User"). By using Rhaven you accept these Terms. If you accept on behalf of a business, you confirm you are authorized to bind it.
If the Customer has a signed order form or master agreement with us, that document controls where it differs from these Terms.
The service
Rhaven provides market intelligence, a daily list of who to contact and why, drafted outreach, records and related features (the "Service"). We may improve and change the Service over time; we will not materially reduce the core functionality of a paid subscription during its term.
Accounts and connected services
Users must keep their sign-in details secure and are responsible for activity under their accounts. Tell us promptly at the address below about any unauthorized use.
Users may connect third-party accounts such as Google or Microsoft 365. By connecting one, the User authorizes Rhaven to access it as described in our Privacy policy and on the provider's consent screen, and can disconnect at any time. Use of those services is also governed by the provider's own terms.
Rhaven sends email from a User's mailbox only after that User (or a person the Customer authorizes) approves it in Rhaven. The Customer is responsible for the content of messages it approves and for complying with laws that apply to its outreach, including anti-spam and privacy laws, and for honoring opt-outs.
Your data
The Customer owns the data it and its Users put into Rhaven or connect to it ("Customer Data"). The Customer grants us the rights needed to host, process and display Customer Data to provide, secure and support the Service, as described in the Privacy policy. We do not sell Customer Data and do not use it to train generalized AI models.
The Customer is responsible for having the right to provide Customer Data to us, including any notices or consents the law requires.
On request within 30 days after the agreement ends, we will make Customer Data available for export; after that we delete it as described in the Privacy policy.
AI-generated output
Rhaven uses AI to draft messages, summaries, briefs and recommendations. Output can be incomplete or wrong. The Customer and its Users decide what to send, whom to contact and what to rely on, and should review output before using it. Market data and forecasts are informational and are not a guarantee of any result.
Acceptable use
You agree not to:
- use the Service in violation of law, including laws on unsolicited communications, privacy and employment;
- send harassing, deceptive or unlawful messages through the Service;
- access another customer's data, probe or break security, or disrupt the Service;
- copy, resell or reverse engineer the Service, or use it to build a competing product;
- scrape the Service or share access with anyone who is not an authorized User.
We may suspend access that violates these rules or threatens the Service, and will tell you why where we can.
Fees
Fees, billing terms and the subscription period are set out in the Customer's order form. Unless it says otherwise, fees are due within 30 days of invoice, are non-refundable, and exclude taxes, which the Customer pays.
Our property
We own the Service, including its software, models, design and our market data products. Apart from the right to use the Service during the subscription, these Terms grant no rights in it. If you send us feedback, we may use it without obligation to you.
Confidentiality
Each party will protect the other's non-public business information it receives with reasonable care, use it only for this agreement, and share it only with people who need it and are bound to protect it. This does not cover information that is public, already known, independently developed, or that must be disclosed by law.
Warranties and disclaimers
We will provide the Service with reasonable skill and care. Except as stated in these Terms or an order form, the Service is provided "as is", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows.
Limitation of liability
To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or revenue, and each party's total liability under this agreement is limited to the fees the Customer paid in the 12 months before the claim. These limits do not apply to a party's indemnity obligations, a Customer's payment obligations, or liability that cannot be limited by law.
Indemnity
The Customer will defend and indemnify us against third-party claims arising from Customer Data or from messages the Customer or its Users approve and send through the Service. We will defend and indemnify the Customer against third-party claims that the Service, as we provide it, infringes their intellectual property rights.
Term and termination
These Terms apply while the Customer uses the Service. Either party may end the agreement for the other's material breach that remains uncured 30 days after written notice. On termination, access ends, the Customer pays fees owed, and the sections on data, confidentiality, disclaimers, liability, indemnity and governing law continue.
General
These Terms are governed by the laws of the State of Missouri, without regard to its conflict of laws rules, and the state and federal courts in St. Louis, Missouri have exclusive jurisdiction. Neither party may assign this agreement without the other's consent, except in a merger or sale of substantially all of its assets. If a provision is unenforceable, the rest remains in effect. We may update these Terms by posting a new version here with a new date; material changes take effect for an existing subscription at its next renewal, or earlier with notice where the law or a security need requires.
Contact
Nexorra Group, Inc., 714 Locust St, Saint Louis, MO 63101. Email [email protected].