Raven Telemetry Inc. Terms of Service

Last Updated: March 17, 2023

If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

This Agreement is between Raven Telemetry Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form and (2) the Key Terms, both of which are on the Cover Page below, and (3) the Common Paper Cloud Service Agreement Standard Terms Version 1.0 (“Standard Terms”). Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings or descriptions given in the Cover Page or the Standard Terms.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page

Order Form

Cloud Service: Raven.ai Prescriptive Analytics Platform 

Subscription Start Date: The Effective Date, unless otherwise stated in a proposal, quotation or other document in which these Terms of Service are expressly referenced.

Subscription Period: 1 year, unless otherwise stated in a proposal, quotation or other document in which these Terms of Service are expressly referenced.

Non-Renewal Notice Period: At least 60 days before the end of the current Subscription Period, unless otherwise stated in a proposal, quotation or other document in which these Terms of Service are expressly referenced.

Cloud Service Fees: As described in the proposal, quotation or other document in which these Terms of Service are expressly referenced.

Payment Period: 30 days from Customer’s receipt of invoice, unless otherwise stated in a proposal, quotation or other document in which these Terms of Service are expressly referenced.

Invoice Period: Annually, unless otherwise stated in a proposal, quotation or other document in which these Terms of Service are expressly referenced. 

Key Terms
Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word “Customer” in the Agreement will mean that company.

Provider: Raven Telemetry Inc.

Effective Date: The date Customer first accepts this Agreement.

Covered Claims
Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount: The fees paid or payable by Customer to provider in the 12 month period immediately before the claim

Governing Law: The laws of the Province of Ontario (and the laws of Canada applicable in Ontario)

Chosen Courts: The courts located in the Province of Ontario

Notice Address
For Provider: legal@raven.ai
For Customer: The main email address on Customer’s account

Changes to the Standard Terms
Publicity Rights: Modifying Section 14.7 of the Standard Terms, Provider may identify Customer and use Customer’s logo and trademarks on Provider’s website and in marketing materials to identify Customer as a user of the Product. Customer hereby grants Provider a non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Provider or the Product during the length of the Agreement.

Re-adjustment of Discounts: If Customer terminates the Agreement for any reason prior to the end of the Subscription Period, all price reductions, discounts and other incentives contemplated in the Agreement from the Effective Date onwards will be of no effect, and Customer shall promptly make a further payment to Provider, due immediately on receipt of invoice, to give effect to the undiscounted pricing. For greater certainty, this provision does not limit or impair any other remedies Provider has as a result of Customer’s termination.

Modifications, Severability, and Waiver: Modifying Section 14.2 of the Standard Terms, any of Customer’s ordering terms, standard terms, or similar legal language appearing on ordering documents initiated by Customer are of no force or effect, unless the intent to supplement or override the terms of this Agreement is marked in large, bold face font and each of Customer and Provider sign next to such language to expressly indicate their intention to deviate from the terms of this Agreement.