RAIVEN, INC. PLATFORM TERMS AND CONDITIONS
INCLUDING AVENDRA SUPPLY CHAIN SERVICES AGREEMENT
PLEASE READ THESE TERMS CAREFULLY
Last Updated: February 12, 2026
These Terms and Conditions (“Terms”) form a legally binding agreement between you, your company, and any affiliated entities you represent (collectively, “Customer,” “you,” or “your”) and Raiven, Inc. (“Raiven,” “we,” “us,” or “our”).
In addition, as more particularly set forth in Section 4 below, these Terms form a legally binding commitment by Customer to Avendra, LLC (“Avendra”), which, upon acceptance by Avendra, shall be severable from these Terms and comprise a legally binding agreement between Customer and Avendra directly. Accordingly, the Agreement (as set forth and defined in Section 4 below) shall be deemed a separate, direct agreement between Customer and Avendra upon acceptance of the same by Avendra as described therein and commencement by Avendra of the Services (as defined in the Agreement).
These Terms consist of:
Each component governs its respective subject matter. In the event of a conflict:
By clicking acceptance, creating an account, accessing, or using the Raiven platform, software, procurement tools, integrations, or services (collectively, the “Platform”), you confirm that you have authority to bind Customer and agree to be legally bound by these Terms, inclusive of the Agreement with Avendra therein.
Raiven provides technology, procurement coordination, and supply chain enablement services. Raiven does not manufacture, distribute, or sell products. All product purchases occur directly between Customer and third-party suppliers.
3A. RAIVEN COMPENSATION AND SUPPLIER ECONOMICS
Customer acknowledges that Raiven is a for-profit entity and may receive rebates, administrative fees, allowances, marketing funds, incentives, or other compensation from Suppliers or manufacturers in connection with Customer’s purchases through Raiven Programs.
Such compensation may vary by supplier, product category, or program. Customer agrees that Raiven is not obligated to disclose the specific amount of compensation received from any Supplier unless otherwise required by law or expressly agreed in writing.
Nothing herein guarantees that pricing available through Raiven Programs will be the lowest available in the marketplace.
3B. DATA RIGHTS AND INTELLECTUAL PROPERTY
Customer acknowledges that access to and use of the Raiven Platform and related software is governed exclusively by the Raiven Platform Subscription Agreement attached as Exhibit B (the “PSA”), which is incorporated herein by reference. All rights, title, and interest in and to the Platform, including all related software, technology, documentation, enhancements, and improvements, remain with Raiven or its licensors as set forth in the PSA.
To the extent Customer participates in Raiven Programs or Avendra Programs through the Platform, Customer authorizes Raiven to use aggregated and de-identified purchasing and usage data derived from such participation for analytics, benchmarking, supplier negotiations, program optimization, and commercial purposes, provided that such data does not identify Customer. Except as expressly provided herein or in the PSA, no ownership rights are transferred to Customer.
3C. CUSTOMER RESPONSIBILITIES
Customer agrees to:
Customer remains solely responsible for all purchase decisions, product specifications, and payment obligations to Suppliers.
3D. SUSPENSION AND TERMINATION OF PLATFORM ACCESS
Raiven may suspend or terminate Customer’s access to the Platform or Raiven Programs immediately upon:
Suspension of Platform access shall not relieve Customer of payment obligations to Suppliers for Products already ordered.
3E. FORCE MAJEURE
Raiven shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, supply chain disruptions, labor disputes, governmental actions, internet outages, cybersecurity incidents not caused by Raiven’s gross negligence, or failures of third-party service providers.
AVENDRA SUPPLY CHAIN SERVICES AGREEMENT
(Raiven Contractor Online SCSA)
This Avendra Supply Chain Services Agreement (this “Agreement”) is entered into between Avendra, LLC, a Delaware limited liability company with an address at 540 Gaither Road, Suite 200, Rockville, Maryland 20850 (“Avendra”), and the company or legal entity accepting these Terms through the Raiven platform (“Customer”), acting for itself and on behalf of its subsidiaries and Affiliates, as defined below, collectively as the context dictates.
For purposes of this Agreement:
Customer represents that the individual accepting this Agreement, through the Platform or other Raiven enrollment process, has authority to bind Customer to the terms set forth herein for the benefit of Avendra and Raiven, as applicable.
Customer authorizes and directs Raiven to provide the foregoing information, including a copy of this Agreement together with evidence of Customer’s acknowledgment of acceptance of this Agreement, to Avendra; it being acknowledged and agreed that Avendra shall not be required commence the Services (as defined in this Agreement) until Avendra acknowledges receipt of the same.
Customer purchases and/or provides goods and services in connection with the building trades, facility maintenance, equipment retrofits, service and maintenance, cleaning, construction, management, operation and/or servicing of certain client locations, defined as Properties below. Avendra has entered into supply arrangements (“Avendra Programs”) with manufacturers, suppliers and distributors (“Suppliers”) of goods, equipment, supplies and services (collectively, the “Products”) on terms negotiated by Avendra. Under the terms of this Agreement, Avendra shall provide Customer with access to the Avendra Programs in order to purchase Products for the Properties from Avendra’s Suppliers (the “Services”).
We will endeavor to display accurately the information provided to Raiven by Suppliers to which you are subscribed and
(a) Each individual Avendra Program is classified under one of the several broad bundles of programs set out in Exhibit A to this Agreement. Customer shall be entitled to purchase Products offered through the individual Avendra Programs which are included within the program bundles on Exhibit A (“Program Bundles”).
(b) Throughout the Term, Customer shall use its best efforts to purchase from Suppliers at least a preponderance of the Products required by the Properties, which meet the form, fit, and function (the “Specifications”) required by Customer and the Properties.
Customer authorizes Raiven to release to Avendra such information concerning Customer and the Properties as may be reasonably necessary for Avendra to perform its obligations in provisioning supplier access under its agreement with Raiven. In addition, Customer authorizes Avendra to release to Raiven Customer and/or Property data obtained by Avendra in the course of its performance, despite the fact that such information may be deemed confidential information pursuant to Customer’s subscription agreement with Raiven.
(a) Information regarding how to access the Suppliers and the Products available under individual Avendra Programs is available through the supply chain software solutions made available through the Raiven Platform, or its replacement, if applicable, as established by Avendra. Customer access to Avendra Programs is subject to Customer compliance with the applicable terms and conditions and the availability of the Products from Suppliers.
(b) As part of an on-going continuous improvement program, and in order to maintain its customer value, Avendra updates and modifies, as required, the terms and conditions of the Avendra Programs, the Products offered under the same and, in some cases, substitutes existing Suppliers with new manufacturers, suppliers or distributors. Avendra will use commercially reasonable efforts to notify Customer of any such changes likely to have a material impact on Customer’s operations.
The relationship between Customer and Suppliers shall be that of buyer and seller. Customer agrees that the Suppliers have the sole responsibility for performing the sale of Products, and any and all Product warranties and other representations are made by Suppliers directly to Customer. Avendra is not a Supplier and does not guarantee the performance of any Supplier or Product and Customer’s exclusive remedy in case of a Supplier’s failure to perform or an issue or claim arising out of the Products shall be solely against Supplier. Customer shall be responsible for establishing its own creditworthiness with each Supplier and shall be exclusively liable to Supplier for payment when due of the invoice price for all Products sold to Customer. Customer shall complete, execute and promptly return to Avendra the appropriate “Standard Credit Applications”, copies of which are available on request, which shall be made available to Suppliers to assess and establish Customer creditworthiness. Customer understands that its failure to complete, execute and promptly return the appropriate Standard Credit Application may result in limitations on or the denial of credit offered by Suppliers to Customer.
Subject to acceptance by Avendra, the term of this Agreement shall (a) commence on the Effective Date and remain in effect for a period of two (2) years thereafter (the “Initial Term”), and (b) shall renew automatically for successive renewal terms of one (1) year each (collectively with the Initial Term, the “Term”), commencing on the day following the expiration of the Initial Term or any anniversary thereof, unless either Customer or Avendra signifies its intent not to so renew by notice given to the other and Raiven in accordance with the Notice section of this Agreement, provided not less than sixty (60) days prior to the end of the then-current Term. Notwithstanding the foregoing to the contrary, at the end of the first six (6) months of the Initial Term (the “Trial Period”), either Customer or Avendra during the sixty (60) day period immediately following the Trial Period may elect to terminate this Agreement by notice given to the other and Raiven in accordance with the Notice section of this Agreement, at no cost or penalty.
Customer, on behalf of itself and the Properties, agrees to the Avendra Supply Chain Services Agreement General Terms and Conditions set forth on Schedule 1 to this Agreement and incorporated by reference as if fully set forth herein in their entirety.
(a) “Affiliate” of any specified Person shall mean any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person.
(b) “Authorized Service Area” shall mean all fifty (50) states of the United States of America.
(c) “Control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or through one or more other Persons, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
(d) “Person” means any individual, corporation, limited liability company, joint stock company, partnership, joint venture, association, organization, governmental entity, business or other trust or any other entity or organization of any kind or character.
(e) “Property” or “Properties" shall mean properties that are being constructed, managed, operated, maintained and/or serviced by Customer for as long as such property continues to be constructed, managed, operated, maintained and/or serviced by Customer and which is located in the Authorized Service Area, or properties which Customer and Avendra otherwise agree may be included as a Property for purposes of this Agreement.
Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings therein stated.
Customer acknowledges that Avendra is a for-profit business which negotiates andretains rebates and/or allowances paid to it by Suppliers associated with purchases of Products by Customer.
Avendra and Customer agree that the specific terms of this Agreement, all information as to source, quantity, and price of Products, and all other confidential business information learned during the Term or in anticipation of entering into this Agreement are confidential and shall be used only for purposes consistent with the intent hereof. Avendra maydisclose the decision of Customer to become an Avendra customer in presentations to individual prospective customers, but Avendra may not use Customer’s name or marks in advertising, promotional, and other mass marketing materials without Customer’s prior written consent. All confidential information shall be returned or destroyed, on written request, upon the expiration or earlier termination hereof. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, neither party shall be held to have violated the provisions of this paragraph if, notwithstanding its commercially reasonable efforts to delete all such confidential information held in electronic form, any such confidential information remains in existence through the ordinary course of operation of data backup and recovery systems, provided such confidential information is not generally accessible to personnel not involved in the operation of data backup and recovery systems, and in any event the restrictions on the use of such confidential information contained in this Agreement are otherwise complied with.
Customer represents, warrants, and acknowledges the following:
(a) Customer has full power and authority, and has been duly authorized, on behalf of itself and the Properties, to enter into and perform its obligations under this Agreement. Customer shall notify Avendra in writing in advance of any changes (a) in ownership of Customer; or (b) of its authority to make procurement decisions on behalf of the Properties;
(b) as of the Effective Date, Customer is not an Avendra customer and it is not otherwise participating, or entitled to participate, in any Avendra Programs as a result of a contractual relationship with any other Avendra customer;
(c) Customer understands that a multitude of factors beyond the control of Avendra and/or of a promoter introducing Customer to Avendra (a “Promoter”) will factor into the Customer’s actual cost reductions or savings resulting from Customer’s purchases from Suppliers. Customer acknowledges and accepts that neither Avendra nor any Promoter guarantees any specific amount of cost savings;
(d) Customer does not participate in the purchasing programs of any group purchasing organization, or any other entity, which compete with the Avendra Programs;
(e) Customer is not entering into this Agreement for any purpose that would contravene or circumvent applicable law; Customer is, as of the Effective Date, in compliance with applicable law; and Customer will remain in compliance with applicable law throughout the Term;
(f) Customer is in the business of purchasing and/or providing goods and services to third party customers in connection with the maintenance, cleaning, construction, management, operation and/or servicing of Properties owned or operated by such third party customers. Customer will not resell products or services obtained through the Avendra Programs to third parties other than to its customers for the benefit of the Properties;
(g) Customer has obtained, and will maintain throughout the Term, all required licenses and permits to provide services to its customers and their Properties;
(h) Customer will not compete, either directly or indirectly, with the procurement and supply chain services provided by Avendra to its customers.
By using Raiven browser extension, you consent to receive electronic communications from us via email or directly to your account, and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that we may communicate any notices to you under these Terms of Use, through electronic mail or regular mail. All notices to Raiven will be provided by either sending: (i) an email to [email protected]; or (ii) a letter, first class certified mail, to Raiven, Inc., 2 Venture, Suite 550, Irvine, California 92618; Attn: User Services. Notices sent by mail will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
This Agreement may be terminated, in addition to other remedies at law or equity, by the non-defaulting party on five (5) business days prior notice to the defaulting party if the defaulting party fails to perform a material term hereof, including without limitation compliance by Customer with applicable Avendra Program terms and conditions communicated to Customer, and the same is not cured within thirty (30) days after notice from the non-defaulting party to the defaulting party specifying the nature of such failure. Notwithstanding the foregoing to the contrary, Avendra may immediately terminate this Agreement in the event of a breach by Customer of any of the representations, warranties or acknowledgements contained in Section 3, above. Neither party shall be liable to the other for failure to perform caused by force majeure.
Customer shall indemnify, defend and hold Raiven, Avendra, their parents, subsidiaries, affiliates, officers, directors and employees, harmless from and against all costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) to the extent arising out of or in connection with any third party claim (collectively “Claims”) resulting from a breach of this Agreement by Customer or the failure of any Customer representation or warranty provided hereunder.
Customer shall not assign or delegate this Agreement, any claims for money damages arising hereunder, any part of Customer’s duties and responsibilities hereunder, and/or any rights or obligations hereunder without the prior written consent of Avendra, and any purported such assignment or delegation lacking such consent is void. Notwithstanding the foregoing, either party shall have the right to pledge payments due hereunder for bona fide financing purposes or to assign this Agreement to any of the assigning party’s affiliates or to a successor entity in the event of a merger, reorganization, sale of substantially all assets or other material change of ownership involving such assigning party. The assigning party shall notify the other party of any such assignment within thirty (30) days from the effective date thereof.
No waiver of any breach or default of the terms hereof shall (a) be effective unless in writing and agreed to by the waiving party, or (b) constitute a waiver of any other or further breach or default hereof.
This Agreement, together with all schedules and exhibits, (i) constitutes the entire understanding between the parties as to the subject matter hereof and supersedes all prior and contemporaneous understandings of the parties relating to such subject matter, and (ii) may not be modified except by a written agreement, which may include electronic acceptance or acknowledgment, agreed to by the parties.
For clarity, electronic records, electronic communications, and electronic acceptances shall be deemed writings for purposes of this Section.
All obligations, rights and benefits under this Agreement that have accrued, but have not yet been fully performed or paid, as of the time immediately preceding the expiration or termination of this Agreement, shall survive such expiration or termination until fully performed. The provisions of this Agreement that are necessary for the full enjoyment and enforcement of the obligations, rights and benefits of this Agreement accruing prior to such expiration or termination shall survive such expiration or termination.
All disputes arising out of this Agreement shall be determined pursuant to the laws of the State of New York, without giving effect to its principles of conflicts of laws. For purposes of determining such disputes, each party may bring a legal action or proceeding exclusively in and irrevocably submits to the exclusive jurisdiction of (i) the Courts of the State of New York (the “State Courts”), and (ii) if federal jurisdiction exists, the United States District Court for the Southern District of New York (the “Federal Court”), it being understood, however, that judgments, orders, or decrees by or from the State Courts or the Federal Court may be appealed to or enforced in any competent court. Each party waives, to the fullest extent permitted by law, (A) any objection that it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement in the State Courts or the Federal Court, and (B) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
All legal notices, requests, and formal demands under this Agreement (excluding routine operational communications) must be in writing.
Notices to Customer may be provided by Avendra or Raiven via:
Such notices will be deemed given on the date sent or posted; provided that notices sent via overnight courier shall be deemed given the later of one (1) business day after being sent or the date of confirmed delivery via such courier’s tracking system.
Notices to Raiven must be sent by email and by one additional method (courier or certified mail) to ensure delivery:
Raiven, Inc.
Attn: Legal Department
Email: [email protected]
100 Spectrum Center Drive, Suite 870, Irvine, CA 92618
Notices to Raiven will be deemed given upon actual receipt.
Notices to Avendra must be sent by email and by one additional method (courier or certified mail) to ensure delivery:
Avendra, LLC
Attn: Legal Department
Email: [email protected]
540 Gaither Rd, Suite 200, Rockville, MD 20850
Notices to Avendra will be deemed given upon actual receipt.
Customer is responsible for keeping its account contact information current. Avendra is not responsible for notices not received due to outdated contact information.
This Agreement is accepted by Customer through electronic means, including by clicking an acceptance button, checking an acceptance box, or otherwise indicating assent through the Raiven platform or website as part of the Terms. Such electronic acceptance constitutes Customer’s legally binding agreement to the terms of the Agreement.
Customer agrees that its electronic acceptance has the same legal effect as a handwritten signature and that no physical signature or paper counterpart is required. Raiven’s records of electronic acceptance of the Terms, including associated timestamps and account information, shall be deemed conclusive evidence of Customer’s agreement to the terms of this Agreement, absent manifest error.
The parties agree that this Agreement may be formed and enforced by electronic means and that, with respect to Customer’s agreement of the terms of this Agreement, any applicable laws requiring a signature or writing are satisfied by Customer’s electronic acceptance as described herein.
Customer acknowledges that, in addition to Avendra Programs, Raiven may provide Customer access to supplier arrangements negotiated directly by Raiven (“Raiven Programs”) with manufacturers, suppliers, and distributors (“Raiven Suppliers”).
Except as otherwise expressly stated in this Section 4A, the terms, conditions, representations, warranties, disclaimers, indemnities, limitations of liability, default provisions, and general terms set forth in:
are hereby incorporated by reference and shall apply mutatis mutandis to Raiven Programs and Raiven Suppliers, with the following substitutions:
For clarity, the provisions of Section 3 (Raiven Platform and Raiven Assist Services) and Exhibit B apply to all Raiven Programs in addition to the incorporated terms described herein.
For clarity, Raiven Programs are separate from Avendra Programs and do not create any agency, partnership, or joint venture between Avendra and Raiven.
Nothing in this Section 5 modifies or amends the Avendra Agreement. In the event of a conflict between this Section 5 and Section 4, Section 4 shall govern solely with respect to Avendra Programs.
This Platform Subscription Agreement (the "Agreement") is made and entered into as of the date Customer accepted the Terms by Raiven, Inc., a Delaware corporation, with offices located at 100 Spectrum Center Drive, Suite 870, Irvine, California 92618 (“Raiven”) and Customer.
1. The Raiven Platform.
The Raiven platform (“Platform”) is a Software-as-a-Service offering developed to allow Customer to search across and order from a number of suppliers (“Suppliers”) offering products and services with which Customer has affiliated by accepting the Terms. As a SaaS product, the Raiven Platform does not require any on premise installation. The Raiven Platform is designed to run as a standalone system and does not require integration with Customer’s system.
2. Authorized Users.
(a) Customer shall designate the Authorized Users who shall be given access to the Platform; provided, however, that all Authorized Users must be employees of Customer.
(b) Subject to the terms, limitations, conditions of this Agreement, Raiven grants Customer and its Users a subscription for use of the Platform solely for Customer’s own internal business purposes and in conjunction with the Suppliers.
(c) Technical Support is available to Customers at (888) 272-0090 or at the following email address: [email protected].
3. Term.
(a) The Term begins on the date of acceptance of Terms and ends upon notification by either Party of its desire to terminate for convenience, subject to the terms and conditions herein.
(b) Either party may terminate this Agreement (and any Scope(s) of Work then in effect) for “Cause” (i) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after delivery of notice of such breach; or (ii) immediately upon notice if the other party (A) is in breach of any of its obligations with respect to confidentiality, or misuse or infringement of the Intellectual Property Rights of the other; or (B) is subject to any events of insolvency, any form of voluntary or involuntary insolvency administration or liquidation, or entering into a scheme, proceeding, or
(c) voluntary arrangement with its creditors for partial discharge of indebtedness.
4. License Fee.
During the Term, Customer and its Authorized Users will be assessed a monthly recurring fee for access and use of the Platform which Customer acknowledges by entering payment information during enrollment via www.raiven.com or its corresponding branch URL (the “Membership Fee”). Raiven reserves the right to adjust the Membership Fee from time to time, at its sole discretion, by providing thirty (30) days’ notice to Customer.
License Terms and Conditions. Customer, on behalf of itself and the Authorized User, agrees to the License Terms and Conditions set forth on Schedule A to this Agreement.
Each party (as a "Receiving Party" hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a "Disclosing Party" hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of, this Agreement. As used herein, the term "Confidential Information" refers to all Customer Data, all Intellectual Property Rights (including, without limitation, all third-party personal identifying information contained therein), Customer's login IDs and passwords and, in addition, all financial, technical, commercial, or other information concerning the business and affairs of the Disclosing Party which is (a) conspicuously designated as "Confidential" when provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), or (b) identified as confidential at the time of disclosure and confirmed in writing to be confidential within thirty (30) days of disclosure if disclosed verbally. Confidential Information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Receiving party, (ii) was available to a party on a non-confidential basis prior to its disclosure by the other party, (iii) becomes lawfully available to a party on a non-confidential basis from an independent third party, or (iv) is independently developed by the Receiving Party without use or reference to Disclosing Party's Confidential Information. For purposes of this Agreement, "Customer Data" shall mean any data, information or material that Customer or Customer's Authorized Users disclose or submit to Raiven or the Raiven Platform during the Term of this Agreement; "Intellectual Property Rights" shall mean unpatented inventions, patent applications, patents, design rights, copyrights, database rights (including, without limitation, all such rights available under EU or UK laws, as applicable), trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, including, in the case of Raiven, all technology and other intellectual properties owned by Raiven, all data, databases, data sets and compilations, audio and visual information, documents, software, graphics, artistic and design components, tables (including the structure and fields), processes, algorithms, user interfaces, techniques, architecture, toolkits, plug-ins, know-how, methodologies, and other information and materials contained in or made available via the Raiven Platform and its component database modules, other than Customer Data, together with all documentation developed for the Raiven Platform. The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein. Third parties shall not include agents of the Receiving Party, who include employees or affiliates of the Receiving Party, attorneys, accountants, and other professional advisors of the Receiving Party, or potential acquirers of Receiving Party, in each case such person or entity must have a legitimate reason to have access to such Confidential Information and must be under a duty to protect such Confidential information which duty is substantially equivalent to the obligations contained herein. Each Receiving Party's confidentiality obligations with respect to such Disclosing Party's Confidential Information shall survive the termination or expiration of this Agreement. Confidential Information which is required to be disclosed under legal process may be so disclosed only to the extent required, provided the Disclosing Party is given prior notice as promptly as practicable, and the party compelled to make the disclosure reasonably cooperates with the Disclosing Party in any efforts to protect the Confidential Information in the context of the proceeding.
The Raiven Platformutilizes the following Platform Security Measures to protect the integrity of data transmitted and received through the Platform.
Raiven and/or its licensors own all right, title and interest, including all related Intellectual Property Rights, in and to the Raiven Platform and each of itscomponent modules, enhancements, modifications, extensions, and/or derivative works thereof. All data or any kind provided by product suppliers remain the property of those suppliers. Customer shall retain all right, title and interest to Customer Data, provided that Customer grants to Raiven a royalty-free, limited (for the Term), non-exclusive, worldwide license for Raiven to use and process Customer Data solely for the purposes set forth in this Agreement. Except for the limited rights expressly granted to Customer hereunder, no other rights are granted, and no other use is permitted. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to Raiven Platform or the Intellectual Property Rights owned by Raiven.
Raiven warrants that it will display accurately the information provided to Raiven by Suppliers to which Customer is subscribed and allow Customer to efficiently search and filter whatever data is provided by the Suppliers. Raiven further warrants that it will accuratelytransmit the information received from Customer to Suppliers regarding the products from which Customer has placed orders.
RAIVEN MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. RAIVEN FURTHER DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RAIVEN DISCLAIMS ALL WARRANTIES OR LIABILITIES WITH REGARD TO ANY DEFECT OR CLAIM ARISING IN RELATION TO THE PRODUCTS PURCHASED BY CUSTOMER, AND CUSTOMER ACKNOWLEDGES THAT RAIVEN IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF SUCH PRODUCTS TO CUSTOMER. RAIVEN DOES NOT WARRANT THAT ITS PLATFORM OR ITS SERVICES ARE OR WILL BE ERROR-FREE NOR DOES IT WARRANT THE VIABILITY, ENFORCEABILITY, NON-INFRINGEMENT OR COMPLIANCE OF USING THE RAIVEN PLATFORM OR PLATFORM SERVICES IN A PARTICULAR COUNTRY AND/OR FOR A PARTICULAR PRODUCT,PURPOSE OR SERVICE.
EXCEPT WITH RESPECT TO EACH PARTY’S BREACH OF SUCH PARTY’S CONFIDENTIALITY OBLIGATIONS AS SET FORTH IN SECTION 4, OR THE PARTIES’INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, IN NO EVENT SHALL: (A) EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; (B) EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, PROFITS, USE, GOODWILL, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, COST OF COVER, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Raiven shall indemnify and hold Customer, its parent, subsidiaries, affiliates, officers, directors and employees, harmless from and against all costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) to the extent arising out of or in connection with any third party claim (collectively “Claims”) alleging that the Platform infringes on a United States patent held by the third party making the Claim. Notwithstanding the foregoing, if in Raiven’s sole discretion and opinion, the Platform is likely to, or does, become the subject of a claim for patent infringement, Raiven may, at its sole option, procure for Customer the right to continue using the Platform or modify it to become non-infringing. If Raiven is not reasonably able to modify or otherwise secureCustomer the right to continue using the Platform, Raiven shall suspend access to the Platform and refund Customer the amounts actually paid under the subscription term. Raiven shall not be liable for any infringement or claim based upon: (i) the combination or incorporation of the Platform with other software products not supplied by Raiven, to the extent that the infringement results from such combination or incorporation of the Platform; (ii) the modification of the Platform by Customer which is not contemplated by this Agreement or authorized by Raiven; (iii) Customer’s negligence or willful misconduct; or (iv) any use by Customer of the Platform in violation of this Agreement. This Section 7 sets forth Raiven’s sole liability and Customer’s sole and exclusive remedy with respect to any claim of intellectual property infringement. Customer shall indemnify and hold Raiven, its parent, subsidiaries, affiliates, officers, directors and employees, harmless from and against all costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) to the extent arising out of or in connection with any third party claim (also collectively “Claims”) (1) alleging that the use of Platform and/or the Customer Data in the operations of Customer’s business infringes any law in the United States, (2) resulting from a breach of this Agreement by Customer.
8. Procedure.
The indemnifying party’s obligations under this Section 7 are contingent upon the indemnified party (a) promptly giving notice of the Claim to the indemnifying party once the claim is known; (b) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle such Claim unless such settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party’s business or service); (c) providing to the indemnifying party all available information and reasonable assistance; and (d) not compromising or settling such third-party Claim without the indemnifying party’s approval (such approval not to be unreasonably withheld).
The relationship created by this Agreement is that of Raiven as an independent contractor providing software-as-a-service to Customer. This Agreement does not create the relationship ofprincipal-agent, employee-employer, partnership, or joint venture. Raiven is an independent contractor withrespect to Customer. Raiven will not have the power (express or implied) to bind Customer with respect to any action, obligation or agreement.
Except for providing access to Authorized Users, Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Raiven Platform, access to the Raiven Platform, or any of the Intellectual Property Rights underlying the Raiven Platform in any way; (ii) modify or make derivative works based upon the Raiven Platform or any Intellectual Property Rights related to the platform, (iii) reverse engineer any portion of the Raiven Platform; (iv) access the Raiven Platform in order to build a competitive product or service; or (v) attempt to circumvent any aspects of the Raiven Platform to attempt to obtain access to data, software, or other Intellectual Property Rights which is not provided to Customer under this Agreement. Additionally, Customer will not use the Raiven Platform to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Raiven Platform or the data contained therein; or (v) attempt to gain unauthorized access to the Raiven Platform or its related systems or networks.
As part of the normal operation and support of the Platform, Raiven collects on an anonymous basis informationregardingthe use of its Platform by Authorized Users: information regarding product queries, spending behavior and other statistics regarding purchases, uses and distribution of the products. Raiven collects this information through tracking and other technologies that gather usage statistics about effectiveness of the Platform for the purpose of improving the experience for both Customers and Suppliers, and to facilitate price negotiations with Suppliers. Customer confirms that it has the authority to consent, and hereby consents, to allow Raiven to process the collected information for the purpose stated above.
Customer agrees to provide Raiven with any update to its billing and contact information within thirty (30) days of any change to it. All legal notices required to be provided under this Agreement shall be deemed effective upon receipt and must be delivered in writing (a) in person (b) by nationally recognized overnight delivery service with proof of delivery, or (c) by U.S. certified mail (requiring signature) to the other party address specified in the preamble of this Agreement.
In any litigation, arbitration or other proceeding arising out of or relating to this Agreement, or any of the transactions or relationships between the parties contemplated hereunder, whether sounding in contract, tort, statute, equity, declaratory relief, or otherwise, and further including any costs of collection, the prevailing party in any such proceeding, action, or appeal thereon, shall be entitled to its attorneys’ fees, costs, and other fees and expenses reasonably incurred.
Neither party may assign this Agreement to any third party except upon the other party’s prior written consent; provided, however, that no such consent shall be required in the event of an assignment to a successor-in-interest to the business or substantially all the assets of the assigning party. Notwithstanding the foregoing, Customer shall not assign this Agreement to any third party which is a competitor to Raiven without receiving Raiven’s prior written consent.In the event of an assignment by Customer to a successor-in-interest to the business of Customer, the rights granted in this Agreement shall be limited to Customer’s products, services and offerings in use immediately prior to the close of such transaction. Any purported assignment in violation of this Section 10.3 shall be void. Subject to the foregoing, this Agreement and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.
Actual or threatened breach of obligations arising under this Agreement with respect to Intellectual Property Rights, privacy, data protection, and Confidentiality will cause immediate, irreparable harmthat is difficult to calculate and cannot be remedied by the payment of damages alone. Either party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
(i) This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of anyjurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be filed in the state or federal courts located in the county in which the defending party is located, and both parties consent to personal jurisdiction in such venue; provided, however, that in the event that either party wishes to file a cross-action related to an ongoing or threatened dispute arising under the RSCSA, both parties consent to personal jurisdiction in the state or federal courts of the State of New York for such purposes only; (ii) No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement; (iii) If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect; (iv) No joint venture, partnership, employment, or agency relationship exists between Customer and Raiven as a result of this Agreement or use of the Subscription; (v) The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing; (vi) This Agreement comprises the entire agreement between Customer and Raiven regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, representations, discussions, or agreements, whether written or oral, between the parties regarding such subject matter; (vii) This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their permitted successors and assigns; (viii) This Agreement may be executed in one or more counterparts, each of which constitutes an original and all of which taken together constitutes the same agreement; (ix) Each party may sign this Agreement using an electronic or handwritten signature, which are of equal effect, whether on original or electronic copies; (x) No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it. All headings are for ease of reference only and not intended to affect meaning or interpretation; (xi) All provisions of this Agreement relating to confidentiality, privacy, nondisclosure, proprietary rights, limitation of liability, warranties, indemnification, payment obligations, and all other obligations in this Agreement that expressly or by their nature should survive termination shall survive the termination or expiration of this Agreement. Termination shall not, in and of itself, relieve any party of its responsibility for the breach of any obligation having accrued before the date of termination.