Raleon, Inc

Terms of Service

Effective Date: January 4th, 2023

These Terms of Service (these “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or "Customer") and Raleon, Inc. (“Raleon“, “we”, “us”, or “our”), concerning your access to and use of our Services (as defined below). These Terms shall remain in effect for the duration of your subscription to the Services and all renewal subscription terms (collectively, the “Subscription Term”) as set forth on a standard ordering document that identifies the Services purchased by you and that references these Terms (each an “Order”).

YOU AGREE THAT BY CLICKING "I AGREE" (OR SIMILAR BUTTON OR CHECKBOX) AT THE TIME YOU REGISTER FOR THE SERVICES, BY CREATING A RALEON ACCOUNT, BY ENTERING INTO AN ORDER FORM, OR BY ACCESSING OR USING THE SERVICES, YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.

RALEON RESERVES THE RIGHT TO MODIFY THESE TERMS FROM TIME TO TIME. THE MOST CURRENT VERSION OF THESE TERMS WILL BE POSTED TO OUR WEBSITE AND ANY UPDATED VERSION OF THESE TERMS WILL SUPERSEDE ALL PREVIOUS VERSIONS. THE UPDATED TERMS WILL BECOME EFFECTIVE AS OF THE POSTING DATE. NO SEPARATE NOTICE WILL BE REQUIRED, AND YOUR CONTINUED USE OF THE SERVICES AFTER THE UPDATED VERSION OF THE TERMS IS POSTED WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH UPDATED TERMS.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS UNDER THIS AGREEMENT AND CONDITIONS AND WITH RESPECT TO ANY AND ALL DISPUTES YOU MAY HAVE WITH RALEON.

DEFINITIONS

"Applicable Privacy Laws” means, to the extent applicable to the Services, all worldwide data protection and privacy laws and regulations, including where applicable, the California Consumer Privacy Act Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), the General Data Protection Regulation (“GDPR”), the e-Privacy Directive (Directive 2002/58/EC), and any U.S. state or national data protection laws, as superseded, amended or replaced from time to time.

“Authorized User” means the employees and other personnel of Customer who are authorized to access the Services pursuant to Customer’s rights under this Agreement.

"Customer Data" means any data, content and information, including any Personal Data. provided or submitted by you or, or on your behalf, to Raleon pursuant to Customer's use of the Services.

"Data Processing Addendum" or "DPA" means the data processing addendum.

"Derived Data" means any data or information derived, resulting or otherwise generated from the manipulation, processing or analysis of Customer Data and Third-Party Date based upon the operation of the Raleon Platform and Services, to include statistical and tracking data and analysis.

“Documentation” means Raleon's then-current technical and functional documentation for the Services which is made to Customers and users of the Raleon Platform in electronic format, as may be amended from time to time by Raleon.

“Order” means a written or electronic purchase order or similar ordering document, signed or submitted to Raleon by Customer and approved or accepted by Raleon, under which Customer agrees to purchase or subscribe to the Services.

“Personal Data” has the meaning given in Applicable Privacy Laws.

“Raleon Output” means the analysis, data and reports generated automatically pursuant to Raleon's provision of Services, in a format determined and, from time to time, modified by Raleon.

“Raleon Platform” means Raleon's proprietary software platform, comprised of software applications, object and source code, algorithms, processes, techniques and other intellectual property rights of Raleon, made available to Customers as a web-based application for the purpose of providing the Services to Customer.

"Services" means the processing and analysis of Customer Data and Third Party Data and the resulting production and presentation to Customer of Raleon Output.

“Subscription” means Services provided by Raleon for a fixed term, under which Raleon provides access to certain features, functionality, and/or information, relating to the Raleon Platform.

"Third-Party Data" means data collected or received by Raleon from third-party sources for integration with Customer Data in connection with the operation of the Raleon Platform.

"Usage Metric" means the usage parameters for determining the permitted access and use of the Services by Customer and for determining applicable fees due for the Services as set forth in an Order

Raleon Services

Access to Services

Subject to these Terms, Raleon hereby grants to Customer a personal, non-sublicensable right, during the Order Term, to (a) use and access the Raleon Platform and the Services in accordance with the Documentation and the terms of this Agreement by providing and making available Customer Data; and (b) use the Raleon Output, in each case solely for Customer’s internal business purposes. Customer acknowledges and agrees that Raleon may update the Services and the Raleon Platform from time to time with or without notifying Customer. Raleon shall use commercially reasonable efforts to ensure that any such updates to not materially degrade the functionality of the Raleon Platform, the Raleon Output or the Services. Customer's use of the Services will be subject to usage and licensing limitations as set forth at Section 3.2. (“License Restrictions”).

Reservation of Rights
Raleon retains all right, title, and interest (including, but not limited to, intellectual property rights) in and to the Raleon Platform and the Services, and all improvements, enhancements or modifications to the foregoing, and anything developed and delivered under these Terms, including Derived Data. " For the avoidance of doubt, Raleon may use, modify, and display Customer Data and Derived Data, provided, however, that Customer acknowledge that Customer Data shall be delivered in an anonymized or pseudo-anonymized manner that does not permit the identification of Customer. No rights are granted to Customer hereunder except as expressly set forth in these Terms.

Customer Data License
Customer shall own all right, title and interest in and to the Customer Data. For the avoidance of doubt, Customer Data does not include Derived Data, Third-Party Data or any dashboards, report templates or other technology or components of the Raleon Output or the Services created, developed, used or provided by Raleon. Customer hereby grants to Raleon a non-exclusive, non-transferable, worldwide, royalty-free license to copy, use, store, transfer and process the Customer Data (to include its use in combination with Third-Party Data) as necessary in order for Raleon to provide the Services and Raleon Output to Customer under these Terms.
Customer Data will not be shared with other Raleon clients, nor with any other third party; provided that Raleon reserves the right to use Derived Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings and to improve the Services.

Derivative Data
Customer grants to Raleon a perpetual, irrevocable, fully-paid-up, royalty free license to use Derivative Data for Raleon's business purposes, including the provision of Services to Customer and Raleon's other customers; provided the Derivative Data is not identifiable to Customer. The Derivative Data will not be considered Customer Confidential Information.

Customer Restrictions And Responsibilities

Customer’s Account
Customer acknowledges and agrees that: (a) only Authorized Users are entitled to access the Raleon Platform and Services with their unique usernames and passwords; (b) it will provide to Raleon information and other assistance as necessary to enable Raleon to establish access to the Services for the Authorized Users, and will verify all Authorized User requests for access thereto; (c) it will ensure that each unique username and password issued to an Authorized User will be used only by that Authorized User when accessing the Services; and (d) Customer is responsible for maintaining the confidentiality of all Authorized Users’ unique usernames and passwords, and is solely responsible for all activities that occur under these Authorized User accounts.

License Restrictions
Customer will not (and will not allow any third party to) directly or indirectly: (a) allow any third party to use or access the (a) allow any third party to access the Services or Raleon Platform except as expressly allowed herein; (b) modify, adapt or alter the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Raleon Platform or Services for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Raleon Platform or Raleon Output; (e) interfere in any manner with the operation of the Raleon Platform, the Services or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Raleon Platform; (f) modify, copy or make derivative works based on any part of the Raleon Output; (g) access or use the Raleon Platform, Services or Raleon Output to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; except as expressly allowed herein; ; (h) collect, transmit or provide to the Raleon Platform hereunder financial information of any nature; medical information of any nature, including without limitation biometric or genetic data; social security numbers; driver’s license numbers; birth dates; passwords; personal bank account numbers; passport, government-issued ID or visa numbers; and credit card numbers; or any other sensitive Personal Data;; (i) incorporate the Services or Raleon Output into a product or service Customer provides to a third party or publicly disseminate information regarding the performance of the Services; (j) remove any proprietary notices or labels; or (k) use the Raleon Services in any way not specifically permitted under these Terms (all of the foregoing, collectively, the "License Restrictions").

Customer Responsibilities
Customer shall be responsible for: (a)providing Raleon with Customer Data that has been anonymized, de-identified, and/or aggregated so as not to identify or permit identification of an individual by Raleon; (b) compliance with any and all applicable third-party terms of service, policies and similar documents for platforms, networks and/or websites that Customer uses in connection with the Services; (c) the legality, accuracy and quality of Customer Data submitted to the Raleon Platform, including ensuring that Customers use of the Raleon Services to collect, process, store and transmit Customer Data is compliant with all applicable laws and regulations (to include Applicable Privacy Laws) as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its end users, such as all legally required consents and permissions; and (d) use commercially reasonable efforts to prevent the unauthorized access to or use of the Services. In addition, in the event Raleon is legally or contractually required to change or modify the Raleon Services in order to ensure the Raleon Services comply with the terms of service or privacy policies of various platforms, networks and/or websites, then Customer shall be responsible for making all necessary changes to Customer’s applications and websites in order to continue using the Services. Customer also maintains all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Customer’s purposes.

Customer Data; Data Privacy Requirements

You have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use Customer Data; Raleon shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You represent and warrant to us, with respect to any and all Customer Data you provide to us, that none of the Services requires us to access or process any Personal Data other than such data and information.

If providing Services requires us to process any Customer Data that has not been De-identified, you agree to notify us that such Personal Data will be included before furnishing it to us. To the extent that any Customer Data whatsoever provided to Raleon constitutes Personal Data, in addition to our Privacy Policy, the provisions set forth in the DPA shall govern the processing by Raleon of such Personal Data. If you do not notify us that providing Services requires us to process Personal Information, you agree to indemnify and hold us harmless from any loss, cost, damage or expense, fines, penalties, civil penalties, and defense costs, including legal fees and expenses, arising directly or indirectly out of or related to your or our violation of Applicable Privacy Laws. “Deidentified” means information that cannot reasonably be used to infer information about, or otherwise be linked to, a particular individual. You shall (1) take reasonable measures to insure that Deidentified information that we receive from you cannot be associated by us with an individual. Raleon covenants and agrees to contractually obligate any recipients of the Deidentified information to comply with all provisions of Applicable Privacy Laws related to such Deidentified information.

Raleon will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Personal Data submitted to the Raleon Services as Customer Data, including measures designed to prevent unauthorized access to or use or disclosure of such personal data.

Fees

Fees and Expenses. Customer agrees to purchase the Services for the prices set forth in the Order (the “Fees”).

Payment. Customer will make full payment in U.S. Dollars, without set-off and in immediately available funds, within thirty (30) days of the date of each invoice. All Fees are non-cancelable and non-refundable. All Fees described on an Order will be fully invoiced in advance, unless otherwise agreed by Raleon. If any payment is more than fifteen (15) days late, Raleon may, without limiting any remedies available to Raleon, terminate the applicable Order or suspend performance until payment is made current. Customer will pay interest on all delinquent amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Taxes. All Fees are exclusive of all present and future sales, use, excise, value added, goods and services, withholding and other taxes imposed by any governmental authority upon the Services, which shall be invoiced to and paid by Customer.

Increases. Raleon reserves the right to increase Fees at any time, although increases in Fees for Services will not go into effect for thirty (30) days following such notice.

Confidentiality

Definition of Confidential Information
"Confidential Information" means any information or data in any form or medium (whether oral, written, electronic, or otherwise) disclosed by either party that is marked or otherwise designated as confidential or proprietary at the time of disclosure or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding its disclosure. However, Confidential Information will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Protection of Confidential Information
Each party agrees that it will use the Confidential Information of the other party solely in accordance with these Terms and it will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of these Terms; and (b) as required by law (in which case the receiving party will, to the extent legally permitted, notify the disclosing party within a reasonable time prior to such access or disclosure so as to provide the disclosing party with the opportunity to contest such disclosure or otherwise seek appropriate protective measures, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). If the receiving party is compelled by law to access or disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. Neither party will disclose these Terms to any third party, except that either party may confidentially disclose such terms to actual or potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein. Each party agrees to safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in these Terms.

Feedback
Customer may from time to time provide Raleon with suggestions or comments for enhancements or improvements, new features or functionality or other feedback (collectively, "Feedback") with respect to the Services and Raleon Output. Raleon will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Customer hereby grants Raleon an unlimited, irrevocable, perpetual, sublicensable, royalty-free license, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback without restriction.

Termination

Termination
Raleon may terminate or suspend Customer’s access to the Raleon Services, without prior notice or liability, at any time and for any reason. If Customer wishes to terminate its use of the Raleon Services or its account, Customer may do so by contacting Raleon.

Survival
Upon expiration or termination of these Terms, all rights and obligations will immediately terminate except for any terms or conditions that by their nature should survive such termination will survive, including but not limited to, the License Restrictions and terms and conditions relating to confidentiality, disclaimers, indemnification, limitations of liability, termination, and arbitration and waiver of class action lawsuits.

Destruction of Customer Data
Subject to the DPA, following termination Raleon shall have no obligation to Customer with respect to the storage of Customer Data and may, in its sole discretion, permanently delete Customer Data.

Indemnification
Customer agrees to release and to indemnify, defend and hold harmless Raleon and its subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs) arising from third-party claims or actions of any kind whatsoever (each a "Claim") resulting from Customer’s use of the Services or any breach or violation of these Terms by Customer. Raleon reserves the right, at its own expense, to participate in or assume exclusive defense and control of any Claim otherwise subject to indemnification by Customer and, in such case, Customer agrees to cooperate with Raleon in the defense of such matter. Notwithstanding any other provision of these Terms, Customer shall not enter into settlement of any Claim that requires Raleon to admit fault, accept liability or pay amounts that Customer must pay under this Section, without the prior written consent of Raleon, which shall not be unreasonably withheld or delayed.

Warranty And Disclaimer

Customer Representations and Warranties
Customer represents, warrants and covenants to Raleon that (a) Customer will comply with all applicable laws in its use of the Raleon Services, to include but not be limited to Applicable Privacy Laws; (b) Customer is a duly organized and a validly existing entity, in good standing under the laws of the jurisdiction in which it was formed, and has the right and authority to enter into these Terms; (c) Customer has full power and authority to grant the rights covered by these Terms and that there are no outstanding obligations or agreements that conflict with these Terms; (d) Customer’s use of the Raleon Services and agreement to these Terms does not and will not conflict with Customer’s obligations to any third parties; (e) Customer has obtained all legally required consents and permissions for the submission and processing of Personal Data through the Raleon Services; and (f) these Terms constitute a valid and legally binding obligation on Customer that is enforceable in accordance with these Terms.

Raleon Representations and Warranties.
Raleon represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Platform, during the Term, will perform substantially in accordance with the Documentation, which may be updated by Raleon to include information about new features and functionality from time to time. In the event the Platform fails to perform substantially in accordance with such Documentation, and you promptly notify Raleon, Raleon will modify the Platform and/or Documentation so that it conforms. The foregoing is your sole and exclusive remedy for Raleon’s failure to satisfy the foregoing representation.

Disclaimers
THE RALEON SERVICES AND RALEON OUTPUT ARE PROVIDED "AS IS" AND RALEON EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY AND ACCURACY. WITHOUT LIMITING ANY OF THE FOREGOING, RALEON DOES NOT WARRANT: (a) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (b) THAT THE SERVICES OR RALEON OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS; (c) THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES OR RALEON OUTPUT IS ACCURATE OR COMPLETE; (e) THAT THE SERVICES WILL ALWAYS BE AVAILABLE; OR (f) THAT ANY RESULTS MAY BE OBTAINED FROM USE OF THE SERVICES OR RALEON OUTPUT. THE SERVICES MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT RALEON HAS NO CONTROL OVER HOW OR IF YOU CHOOSE TO USE ANY RALEON OUTPUT AND OTHER INFORMATION PROCURED FROM YOUR USE OF THE SERVICES. THE CONTENT AND ANY INFORMATION GENERATED FROM THE RALEON PLATFORM AND THE RALEON OUTPUT DO NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, OR ARRANGEMENT BY RALEON OR ITS LICENSORS.

IN ADDITION, CUSTOMER ACKNOWLEDGES THAT RALEON DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE RALEON SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. RALEON IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. RALEON IS NOT RESPONSIBLE OR LIABLE FOR ANY LOST OR INACCURATE DATA. RALEON IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY DATA, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.

Limitation Of Liability

In no event shall either party be responsible or liable to other party for any indirect, exemplary, incidental, punitive, special or consequential damages of any kind (including without limitation, lost profits or revenue, lost or inaccurate data, interruption of business, costs of delay, reputational harm, or the cost of procurement of substitute goods or services), regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if informed of such damages in advance.

RALEON’S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY RALEON FROM CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS LIMIT OF LIABILITY IS EXCLUSIVE AS TO ALL REMEDIES AND THE LIABILITY CAP SHALL NOT BE COMBINED WITH ANY OTHER LIMITS OF LIABILITY SO AS TO INCREASE THE CAP VALUE IN ANY INSTANCE OR SERIES OF INSTANCES. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, RALEON’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

Governing Law; Binding Arbitration And Class Action Waiver

Governing Law
These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions.

Initial Dispute Resolution
Customer agrees that before taking any formal legal action under these Terms, Customer shall provide written notice to Raleon of the specific issue(s) in dispute, including reference to the relevant provision(s) of the Terms which are allegedly being breached. Within thirty (30) days after such notice, representatives of each of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting, in good faith, to resolve the dispute.

Binding Arbitration
If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision set forth in Section 10.2, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance, and breach), the parties’ relationship with each other and/or Customer’s use of the Raleon Services shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration and Procedures, excluding any rules or procedures governing or permitting class or representative actions. The arbitration panel will consist of a single arbitrator. The place of arbitration will be Delaware. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Within fifteen (15) days after the commencement of arbitration, each party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within thirty (30) days of the commencement of the arbitration. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent, and impartial arbitrators. Any arbitration shall be subject to the confidentiality provisions of this Agreement. Each Party shall (a) share equally all fees, costs and expenses of any arbitration, and (b) bear their own attorneys' fees and costs.

Class Action Waiver
CUSTOMER AND RALEON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Exception: Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (where "intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court for claims within the scope of that court’s jurisdiction.
For any dispute not subject to arbitration, Customer and Raleon agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Delaware. Customer further agrees to accept service of process by mail, and hereby waives any and all jurisdictional and venue defenses otherwise available.

General

Entire Agreement; Conflicts
Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

Severability
In the event that any part or provision of these Terms is declared fully or partially invalid, unlawful or unenforceable by a court of competent jurisdiction, the remainder of the part or provision and the Terms will remain in full force and effect, if the essential terms and conditions of these Terms for each party remain valid, binding and enforceable.

Assignment
Customer may not assign these Terms without Raleon’s prior written consent. These Terms are binding upon, and inure to the benefit of the parties and their respective successors and assigns.

Independent Contractors
The parties to these Terms are independent contractors and these Terms do not create an agency, partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Notices
Any notice under these Terms must be given in writing. Customer agrees that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. For example, Raleon may provide notice to Customer through the Customer’s account or in-product notifications (as applicable). Notices to Customer shall be sent to the email or other address as set forth in Customer’s account information. Any legal notices to Raleon must be sent to the following address: Raleon, Inc, 609-A Piner Road #1023 Wilmington, NC 28409, Attn: Legal or support@raleon.io.

Marketing Rights
By using the Raleon Services, Customer gives Raleon the right to use Customer’s company name and logo in any Raleon marketing materials, and agrees to participate in a case study that may be published on Raleon’s website and/or in any marketing materials.