RenForce Terms & Conditions
These Customer Terms and Conditions (this "Agreement"), effective as of the date on which you click a button or check a box (or something similar) acknowledging your acceptance of this Agreement (the "Effective Date"), is by and between Renaiss AI Solutions, S.L., a Spanish company with offices located at C/ Conde de Peñalver 26, Madrid, Spain, ("Renaiss") and the entity on whose behalf the individual accepting this Agreement accepts this Agreement ("Customer"). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. Renaiss and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."
PLEASE READ THESE TERMS CAREFULLY AS THEY ARE A LEGAL BINDING CONTRACT BETWEEN THE PARTIES. THESE TERMS CONTAIN CERTAIN DISCLAIMERS LIMITING RENAISS LIABILITY AND ADDRESS DISPUTE RESOLUTION - PARTIES WILL ONLY RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION PROCEEDINGS AND FOREGO ABILITY TO LITIGATE IN COURT, WHETHER INDIVIDUALLY OR AS PART OF A CLASS ACTION.
The Parties agree as follows:
1. DEFINITIONS
1.1. “Aggregated Data” means data and information related to or derived from Customer Data or Customer's use of the Services that is used by Renaiss in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services.
1.2. “Authorized User” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder. Authorization may be delegated by the initial admin user through invitations issued via the platform, following activation via link provided by Renaiss.
1.3. “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.
1.4. “Documentation” means Renaiss’s end-user documentation relating to the Services available at docs.renforce.ai
1.5. “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
1.6. “Magic Link” refers to a secure access URL generated and sent by Renaiss to an email address provided by the Customer, allowing immediate login and activation of an account without password entry.
1.7. “Order” means: (i) the purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference, including without limitations any agreement for Workload subscription for the use of the Services on the Website; or (ii) if Customer registered for the Services through a private online ordering process, the applicable private agreement. An Order may relate to a specific Workload tier, Resources, or a set of recurring monthly billing arrangements. Each Workload may be the subject of a separate Order.
1.8. “Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy, including the GDPR.
1.9. “Renaiss IP” means the Services, including without limitation the RenForce platform and the Ren Services, the Documentation, and any and all intellectual property provided to Customer or to any Authorized User in connection with the foregoing. For the avoidance of doubt, Renaiss IP includes Aggregated Data and any information, data, logic, or other content derived from Renaiss’s provision of the Services but does not include Customer Data or Customer prompts.
1.10. “RenForce” or the “RenForce Platform” or simply the “Platform” means the proprietary AI infrastructure platform developed and maintained by Renaiss, designed to enable the deployment, configuration, and management of Ren-Services and Workloads through a unified interface. RenForce supports the execution of AI-powered processes, resource scaling, and integration with customer environments for both internal and end-user-facing solutions. Unless otherwise expressly indicated, the terms “RenForce” and equivalent also include all software, revisions, fixes, improvements, and/or updates to the RenForce Platform or a subscription type and/or tier, as well as any Documentation.
1.11. “Resources” means any usage-dependent element required to configure, execute, or maintain Workloads on the RenForce platform, including but not limited to Embeddings, Processing Units, and Storage (measured in gigabytes or “GBs”), whether included in a subscription tier plan or purchased separately.
1.12. “Services” means Renaiss’s proprietary hosted software platform, RenForce, as made available by Renaiss to Authorized Users from time to time.
1.13. “Ren-Services” are capabilities included in the Services and available in RenForce, which include Ren Knowledge Bases (“RKBs”), Optimize Memory Bases (“OMBs”), AI Invokers, Ren BI Bases (“RBBs”), and Workloads.
1.14. “Billing Period” means the monthly cycle applied to each active Workload tier, starting in the date of activation and renewing monthly unless otherwise agreed in the Order. A Customer may have multiple active Billing Periods if operating multiple Workloads concurrently.
1.15. “Third-Party Products” means any third-party products provided with, integrated with, or incorporated into the Services.
1.16. “Processing Units” or simply “Units” means the consumption metric used to quantify execution of Ren Services within a Workload, including, but not limited to, operations by RKBs, RBBs, AI Invokers, and any other Ren Service component. Units are deducted based on the nature and scale of the command used and/or action performed and are necessary to trigger or continue execution of applicable processes.
1.17. “Usage Limitations” means the usage limitations set forth in this Agreement and the Order, including, without limitation, any limitations on the number of Authorized Users (if any) and the applicable product, pricing, and support tiers agreed upon by the Parties.
1.18. “Website” means, in respect to the Solutions, www.renforce.ai, and in respect of Renaiss, www.renaiss.ai, as well as all its subdomains.
1.19. “Workload” means a distinct solution or process configured and operated by the Customer on the RenForce platform, composed of one or more Ren-Services, including but not limited to RKBs, RBBs, OMBs, and AI Invokers, and associated Resources such as Embeddings, Processing Units, and Storage. Each Workload is subject to its own monthly fee, tier classification, and usage limits, and is billed, managed, and scaled independently from other Workloads operated by the same Customer.
2. ACCESS & USE
2.1. Provision of Access. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Renaiss will make available to Customer during the Billing Period, on a
non-exclusive, non-transferable (except in compliance with Section 13.8), and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order. Access to the Services and the Platform is subject to the suspension terms set forth in Clause 2.8 herein.
2.2. Workloads & Active Plans. Customer may use the Services and Ren-Services therein by creating Workloads. Access to and use the Services requires an active monthly plan for each configured Workload, as well as the necessary Resources. If the applicable Fees are not duly paid, Renaiss may suspend Workload access as set forth in Clause 5 herein.
Each Workload deployed on the RenForce platform is billed, managed, and autoscaled independently. Tier-based Resources, limits, and upgrades apply at the Workload level. Customers operating multiple Workloads will receive separate billing for each active instance.
2.3. Resources. Certain actions, including but not limited to using the Ren-Services or making requests to Workloads, may consume Resources. Customer is solely responsible for monitoring usage and Resource expenditure and provisioning. If Resources are depleted or a monthly fee is not maintained, Workloads and/or Ren-Services may not remain functional.
2.4. Account Log-in. Access to the Services will be initiated by Renaiss sending a secure access Magic Link to the email address provided by Customer. The Magic Link will allow the designated admin user of the Customer’s organization to activate the organization’s account. The admin user will then have the ability to invite additional Authorized Users to access the RenForce platform.
2.4.1. Customer is responsible for maintaining the confidentiality of their account and Magic Links, including but not limited to the restriction of access to their devices and/or Magic Links. Customer is responsible for any and all activities or actions that occur under Customer’s account and/or Magic Links. Customer must notify Renaiss immediately upon becoming aware of any breach of security or unauthorized use of Customer’s account.
2.4.2. Customer has exclusive control and responsibility for determining who is an Authorized User, how much to spend in respect of the Services, and what Customer Data is submitted on Customer’s behalf into the Services. Customer is responsible for the legality of all inputs, and compliance of Authorized Users with the terms and conditions of this Agreement and all applicable Third-Party terms. Customer must review and agree to comply with such Third Party terms as well as any applicable additional terms.
2.5. Documentation License. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, Renaiss hereby grants to Customer a
non-exclusive, non-transferable (except in compliance with Section 13.8), and non-sublicensable license to use the Documentation during the Billing Period solely for Customer's internal business purposes in connection with its use of the Services.
2.6. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Specifically, Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:
2.6.1. Copy, modify, or create derivative works of any Renaiss IP, whether in whole or in part;
2.6.2. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party;
2.6.3. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
2.6.4. Remove any proprietary notices from any Renaiss IP;
2.6.5. Use any Renaiss IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Customer must take full responsibility for the use of the Services as well as any use that is in violation of any Laws, including without limitation GDPR and the EU AI Act, including without limitation:
2.6.5.1. To violate Laws or others' rights (including but not limited to, intellectual property and data privacy rights), nor promote, contribute to, encourage, facilitate, plan, incite, or further anyone else's violation of the law or others' rights.
2.6.5.2. To commit, promote, contribute to, facilitate, encourage, plan, incite, or further any of the following:
○ violence, terrorism or generation of hateful content that discriminates or threatens a protected group of people (whether based on gender, ethnicity, sexual identity or orientation, or religion, among others);
○ exploitation or harm to children, including the solicitation, creation, acquisition, or dissemination of child exploitative content; or
○ encouragement or instructions related to self-harm.
2.6.5.3. To promote human trafficking, exploitation, and sexual violence;
2.6.5.4. To harass, abuse, threaten, stalk, or bully individuals or groups of individuals;
2.6.5.5. To create non-consensual nudity or illegal pornographic content;
2.6.5.6. To create and disseminate extreme gore such as images involving bodily destruction, mutilation, torture or animal abuse;
2.6.5.7. To discriminate in the provision of employment, employment benefits, credit, housing, other economic benefits, or other essential goods and services on the basis of race, color, caste, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, age, disability, or genetic information (including family medical history) except as may be required by Law;
2.6.5.8. To create malicious code, malware, computer viruses or any activity that could disable, overburden, interfere with or impair the proper working, integrity, operation or appearance of a website or computer system;
2.6.5.9. For purposes of or for the performance of:
○ fully automated decision-making, including profiling, with respect to an individual or group of individuals which produces legal effects concerning such individual(s) or similarly significantly affects such individual(s);
○ systematic or automated scraping, mining, extraction, or harvesting of personally identifiable data, or similar activity, from the output of any part of the Services except with respect to data that end users have provided as input to the Services and which end users are legally entitled to process, for so long as end users retain such entitlement;
○ development, improvement, or manufacture of any weapons of mass destruction (such as nuclear, chemical, or biological weapons), weapons of war (such as missiles or landmines), or any gain of function-related activities with respect to any pathogens; or
○ mission critical applications or systems where best industry practices require fail-safe controls or performance, including operation of nuclear facilities, aircraft navigation, electrical grids, communication systems, water treatment facilities, air traffic control, life support, weapons systems, or emergency locator or other emergency services.
2.6.5.10. To intentionally deceive or mislead others, including the use of the Services related to the following:
○ generating, promoting, or furthering fraud or the creation or promotion of disinformation;
○ generating, promoting, or furthering defamatory content, including the creation of defamatory statements, images, or other content;
○ generating, promoting, or further distributing spam;
○ impersonating another individual without consent, authorization, or legal right;
○ representing or misleading people into believing that the use of the Services or outputs are human-generated;
○ generating or facilitating false online engagement, including fake reviews and other means of fake online engagement;
○ generating or facilitating large-scale disinformation campaigns;
or
○ generating political advertisements, propaganda, or influence campaigns.
2.6.5.11. In a manner that fails to appropriately disclose to end users any known dangers of applicable AI system or misrepresent or mislead with respect to its abilities.
2.6.6. Access or use any Renaiss IP for purposes of competitive analysis of Renaiss or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Renaiss’s detriment or commercial disadvantage;
2.6.7. Bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials; or
2.6.8. Input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code.
2.7. Reservation of Rights. Renaiss reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Renaiss IP.
2.8. Suspension, Revocation, & Account Deletion. Renaiss may suspend, restrict, or revoke Customer’s or any Authorized User’s access to the Platform and the Services in whole or in part, under the following conditions:
2.8.1. Non-Payment. If Customer fails to pay any undisputed Fees or other amounts due under the present Agreement, Renaiss will issue an automated written notice via email. If payment is not received within five (5) calendar days from the date of such notice, Renaiss may suspend all active Workloads and Services, while maintaining limited access to Customer account. A second notice of suspension will be issued at that time. If thirty (30) calendar days pass from the initial notice without resolution, Renaiss may, at its discretion, permanently delete all affected Services, Workloads, Customer Data stored, and/or Customer’s RenForce account, unless otherwise required by applicable law. During the suspension period, Customer may request a copy of any available Customer Data by contacting dpo@renaiss.ai.
2.8.2. Breach, Risk, or Violation of Terms. Renaiss may suspend access to all or part of the Platform or the Services if it reasonably determines that:
2.8.2.1. Customer or an Authorized User is in material breach of this Agreement, the Documentation, the applicable Order, or applicable law;
2.8.2.2. Customer or an Authorized User is engaged in fraudulent, deceptive, or illegal activity through or in connection with the Services, the Platform,
or any features therein;
2.8.2.3. Customer’s or an Authorized User’s use of the Services or Renaiss IP poses a security risk, disrupts the Services, or interferes with the use of the platform by other clients or vendors;
2.8.2.4. Customer or an Authorized User has ceased to operate in the ordinary course, become insolvent, made an assignment for the benefit of creditors, or is subject to bankruptcy, reorganization, or dissolution proceedings; or
2.8.2.5. Suspension is necessary to comply with applicable law, regulation, or legal order.
Renaiss will notify Customer in writing and, if feasible, provide Customer with five (5) calendar days to remediate the breach or risk. If not resolved within that time, Renaiss may maintain the suspension and delete affected data, Workflow, and/or Customer account after thirty (30) calendar days from the original notice, unless otherwise required by law.
2.8.3. Third-Party Service Interruptions. Renaiss may also suspend access to the Platform or any Services therein if a third-party vendor suspends or terminates Renaiss’s right to access services or components necessary to enable Customer’s use of the Platform. Renaiss will make reasonable efforts to provide timely notice in such cases and to mitigate disruptions.
2.8.4. Emergency Suspension. Notwithstanding the above, Renaiss may immediately suspend Customer’s access, without prior notice, if it reasonably believes such suspension is necessary to:
2.8.4.1. Prevent imminent harm to Renaiss, the Platform, the Services, Ren-Services, systems, or other clients;
2.8.4.2. Respond to an actual or suspected data breach, unauthorized access, or malware activity; or
2.8.4.3. Comply with a binding legal obligation or governmental instruction.
In such cases, Renaiss will notify Customer as soon as reasonably possible and will work in good faith to restore access once the underlying issue is resolved.
If deletion of Workloads, or Customer Data, or account occurs under any of the scenarios above, Renaiss will ensure that retained data is handled in accordance with applicable law and Renaiss’s internal data protection policies. During any suspension period, Customer may request a data export by emailing dpo@renaiss.ai, and Renaiss will use reasonable efforts to provide such access before deletion.
Renaiss shall have no liability for any damages, losses, lost profits, data loss, or business interruption arising from or related to any suspension of access or deletion of data carried out in accordance with this Clause.
Suspension or termination under this Clause does not relieve Customer of its payment obligations under this Agreement.
2.9. AI Features. RenForce features certain functions that allow Customer to utilize AI, machine learning, or similar technologies through the Platform’s Ren-Services in connection with the Services’ processing of Customer Data (the “AI Features”). The Customer’s use of such AI Features is optional and dependent on the specific Workload structure and use case. If Customer elects to use AI Features, Customer Data will not be used to train or improve third-party foundation models without the Customer’s prior written consent. Customer or its Authorized Users may provide input, including Customer Data, for use with the AI Features (“AI Input”) and receive output generated and returned by the AI Features based on the AI Input (“AI Output”). Other clients may provide similar AI Input to the Al Features and may receive the same or similar AI Output. Customer acknowledges and agrees that Customer is responsible for reviewing and validating AI Output for its needs and technical environment before electing to use
AI Output. Customer also agrees to comply with any applicable AI Feature restrictions described in the Documentation and with any applicable law, including without limitation the EU AI Act.
NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, RENAISS DOES NOT REPRESENT OR WARRANT THAT THE AI OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR FIT FOR A PARTICULAR PURPOSE.
2.10. Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Renaiss may monitor Customer's use of the Services and collect and compile Aggregated Data. As between Renaiss and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Renaiss. Customer acknowledges that Renaiss may compile Aggregated Data based on Customer Data input into the Services. Customer agrees that Renaiss may (i) make Aggregated Data available to third parties including its other customers in compliance with applicable law; and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law.
3. CUSTOMER RESPONSIBILITIES
3.1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
3.2. Third-Party Products. Renaiss may from time to time make Third-Party Products available to Customer, or Renaiss may allow for certain Third-Party Products to be integrated with the Services to allow for the transmission of Customer Data from such Third-Party Products into the Services and from the Services to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Renaiss to transmit Customer Data from Third-Party Products into the Services and from the Services to Third-Party Products, Customer represents and warrants to Renaiss that it has all rights, power, and authority to provide such authorization.
3.3. Customer Control & Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (iv) the security and use of Customer's and its Authorized Users’ access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
4. SUPPORT
4.1. During the Billing Period, Renaiss will use commercially reasonable efforts to provide Customer with basic customer support via Renaiss’s standard support channels during Renaiss’s normal business hours in accordance with Renaiss’s Service Level Agreement (“SLA”) at https://renforce.ai/service-level-agreement.
4.2. FEES & TAXES
4.3. Fees. Customer shall pay Renaiss the fees ("Fees") associated with each active Workload as defined in the applicable Order or pricing plan. Each Workload is billed independently based on its assigned tier, which includes a fixed monthly fee covering a defined allocation of Resources: (i) Embeddings; (ii) Processing Units (“Units”); and (iii) Storage (in GBs). Use of and access to the Services requires maintaining an active monthly payment for each Workload, along with sufficient available Resources to ensure uninterrupted operation. No Workload can be deployed or run without meeting these requirements.
At the beginning of each monthly billing cycle, Customer receives the full allocation of Units associated with their Workload’s tier. Units do not carry over between billing periods. Any unused Units at the end of the applicable monthly period will expire. Embeddings and Storage allocations are persistent and remain associated with a Workload unless the Customer changes tiers or manually adjusts storage.
Current pricing, including Workload tier definitions, Resource packages, and applicable add-on rates, is maintained and updated by Renaiss at https://renforce.ai/pricing. Renaiss may revise pricing from time to time, with reasonable notice where required by law.
If a Customer’s Resources are depleted (including Units, GBs, or Embeddings), the associated Workload or Ren-Service will not function until additional Resources are provisioned via manual purchase, Autoscale, or tier upgrade, as applicable. When
Resources fall below a minimum threshold, Renaiss will notify the Customer via e-mail to the e-mail address associated with the Customer’s account.
All Fees are non-refundable. If Customer fails to make any Fee payment when due, and such failure is not subject to a good faith dispute notified in writing within five (5) days, then, without limiting any other remedies available to Renaiss:
4.3.1. Renaiss may suspend access to the Services and Workloads until overdue amounts are fully paid.
4.3.2. Renaiss may charge interest at 1.5% per month (or the maximum permitted by law); and
4.3.3. Customer shall reimburse Renaiss for all reasonable costs of collection, including legal and agency fees.
If the Customer’s monthly Fee payment fails and is not resolved within ten (30) calendar days, Renaiss reserves the right to suspend and/or permanently delete the affected Workload(s), including all associated data, configurations, and embeddings. Prior to deletion, Renaiss will make reasonable attempt to notify the Customer via the email address on file.
4.4. Autoscale. Customers may enable the Autoscale function for individual Workloads. When enabled:
4.4.1. If embeddings run out, the Workload will automatically upgrade to the next subscription tier.
4.4.2. If Units or Storage run out, Autoscale will trigger the purchase of incremental Resources based on the current rate.
4.4.3. Autoscale authorizes Renaiss to apply associated charges to the designated payment method. Customers will receive automated email alerts before reaching usage limits and when Autoscale is triggered.
4.5. Billing Cycles & Proration. Monthly Fees are charged at the start of each Billing Cycle. If a Customer upgrades a Workload’s tier mid-cycle, the prorated value of the unused days under the current plan will be deducted from the cost of the upgraded plan for the remainder of that same billing cycle. The upgraded tier’s price will also be prorated for the remaining days of the month. Starting from the next full billing period, the Customer will be billed the full monthly rate of the new tier.
4.6. Payment Processing. Payments for Orders placed via the Website are processed by third-party vendors (Stripe). Renaiss does not store credit card information. Customer is responsible for ensuring valid, up-to-date billing credentials and accepts the terms of the payment provider.
Renaiss reserves the right to implement advance billing where high usage thresholds are detected or payment methods change. Any early charges will appear as credits on the subsequent invoice.
4.7. Promotional Access. Renaiss may, at its discretion, issue discounts, promotional packages, free trials, or temporary access to the Services. These offers are non-transferable, time-limited, and may be modified or withdrawn without notice.
4.8. Taxes. All Fees are exclusive of applicable taxes. Customer is responsible for any VAT, sales tax, or similar duties imposed by any governmental authority, except for taxes based on Renaiss’s income. If legally required, Renaiss may invoice such taxes and Customer agrees to pay them accordingly.
5. CONFIDENTIAL INFORMATION
5.1. Definition. From time to time during the Billing Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.
5.2. Duty. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and
existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.
5.3. Return of Materials & Effects of Termination. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
6. PERSONAL INFORMATION
6.1. Customer will ensure that its Customer Data, and its use of such Customer Data, complies with this Agreement and any applicable law. Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection, and backup of Customer Data. Customer may not store or process special categories of personal data (as defined in the GDPR) using the Services unless Customer signs a Business Associate Agreement with Renaiss. Customer may not store any payment cardholder information using the Services without Renaiss’s prior written approval.
6.2. The Parties agree to the terms of the Renaiss Data Processing Agreement (“DPA”) at https://renforce.ai/data-processing-agreement, which governs Renaiss’s processing of personal data on behalf of the Customer. The list of authorized subprocessors is maintained therein.
7. INTELLECTUAL PROPERTY & FEEDBACK
7.1. Renaiss IP. Customer acknowledges that, as between Customer and Renaiss, Renaiss owns all right, title, and interest, including all intellectual property rights, in and to the Renaiss IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
7.2. Customer Data. Renaiss acknowledges that, as between Renaiss and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Renaiss a non-exclusive,
royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Renaiss to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Data. Customer may export the Customer Data at any time through the features and functionalities made available via the Services.
Any user prompts, logic instructions, or configuration inputs provided by Customer, or by a certified third-party acting on the Customer’s behalf, are considered Customer Data and remain the exclusive property of the Customer. Renaiss does not claim ownership over such user prompts.
7.3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Renaiss by mail, email, telephone, or otherwise, suggesting or recommending changes to the Renaiss IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Renaiss is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback so long as Renaiss does not identify Customer as the source of the Feedback without Customer's prior approval.
8. WARRANTY & DISCLAIMER
8.1. The Renaiss IP and the Services are provided "as is" and Renaiss hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Renaiss specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Renaiss makes no warranty of any kind that the Services, RenForce, Ren-Services, Renaiss IP, or any products or results of the use thereof, will meet Customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code, or error free.
8.2. RENAISS AND ITS LICENSORS DISCLAIM ANY REQUIREMENT OR WARRANTY THAT THE SERVICES WILL BE RELIABLE, UNINTERRUPTED, FREE OF HARMFUL CODE, ACCORDING TO EXPECTATIONS, ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
8.3. THE PARTIES ACKNOWLEDGE THAT THE SERVICES UTILIZE THIRD-PARTY OFFERINGS THAT RENAISS HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD PARTY WEB SITES OR SERVICES. THIRD-PARTY OFFERINGS MAY NOT BE WARRANTED IN ANY MANNER BY
SUCH THIRD PARTIES AND THE DEVELOPMENT OF THE THIRD-PARTY OFFERINGS MAY HAVE INFRINGED RIGHTS OF PARTIES, OR MAY HAVE UTILIZED MATERIALS SUBJECT TO COPYRIGHT WITHOUT EXPRESS CONSENT BY THE COPYRIGHT HOLDERS IN JURISDICTIONS WHERE SUCH CONSENT REQUIREMENTS WERE REQUIRED. RENAISS DISCLAIMS THAT ANY THIRD PARTY OFFERINGS OR OTHER THIRD PARTY MATERIAL SHALL BE IN COMPLIANCE WITH LAWS. RENAISS ENCOURAGES ITS CUSTOMERS TO ENSURE THAT OUTPUT GENERATED BY THE SERVICES ARE IN FACT NOT SUBJECT TO THIRD PARTY COPYRIGHT RIGHTS, BY HUMAN REVIEW IF NECESSARY, AS MODELS ARE CAPABLE OF GENERATING CONTENT WHICH MAY INCLUDE COPYRIGHTED MATERIALS. RENAISS SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY OFFERINGS, WEBSITES OR SERVICES AVAILABLE THROUGH THE WEBSITE.
8.4. RENAISS FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RENAISS OR ITS EMPLOYEES OR CONTRACTORS, INCLUDING GUIDANCE PROVIDED IN THE DOCUMENTATION, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
8.5. THE PARTIES FURTHER ACKNOWLEDGE THAT AREAS OF LAW WHICH APPLY TO THE SERVICES ARE EVOLVING RAPIDLY IN VARIOUS JURISDICTIONS. RENAISS’S COMPLIANCE WITH LAWS IN ONE JURISDICTION MAY NOT NECESSARILY RESULT IN COMPLIANCE IN ALL JURISDICTIONS.
8.6. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. INDEMNIFICATION
9.1. Renaiss Indemnification.
9.1.1. Renaiss shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's EU copyrights or trade secrets; provided that Customer promptly notifies Renaiss in writing of the claim, cooperates with Renaiss, and allows Renaiss sole authority to control the defense and settlement of such claim.
9.1.2. If such a claim is made or appears possible, Customer agrees to permit Renaiss, at Renaiss’s sole discretion: to (i) modify or replace the Services, or component
or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Renaiss determines that neither alternative is reasonably commercially available, Renaiss may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
9.1.3. This Section 10.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Renaiss or authorized by Renaiss in writing; (ii) modifications to the Services not made by Renaiss; (iii) Customer Data; or (iv) Third-Party Products.
9.2. Customer Indemnification.
9.2.1. Customer shall indemnify, hold harmless, and, at Renaiss’s option, defend Renaiss from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's EU intellectual property or other rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Renaiss or authorized by Renaiss in writing; in each case provided that Customer may not settle any Third-Party Claim against Renaiss unless Renaiss consents to such settlement, and further provided that Renaiss will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
9.3. Sole Remedy.
9.3.1. This section 10.3 sets forth Customer's sole remedies and Renaiss’s sole liability and obligation for any actual, threatened, or alleged claims that the services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.
10. LIMITATIONS OF LIABILITY
10.1. To the maximum extent permitted by applicable law, and notwithstanding any other provision of this Agreement Except for: (i) a Party’s breach of its confidentiality obligations; (ii) a Party’s indemnity obligations; or (iii) a Party’s gross negligence, fraud, or willful misconduct:
10.1.1. In no event will either Party be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether such Party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable;
10.1.2. Renaiss shall not be liable if the Services do not meet commercial expectations or if the Client uses the Solution or the Services in contravention of the law. Customer releases Renaiss from any claims arising from improper or illegal use of the Services, the Platform, or the Solution; and
10.1.3. In no event will either Party’s aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amounts paid and/or payable to Renaiss under this agreement in the twelve (12) months immediately preceding the claim; provided that, notwithstanding the foregoing, Renaiss’s aggregate liability arising out of or relating to any excluded liabilities will not exceed three times (3x) the total amounts paid and/or payable to Renaiss by Customer under this agreement in the twelve (12) months immediately preceding the claim.
10.2. The limitations and exclusions of liability in this Clause shall apply to all claims and causes of action, regardless of the theory of liability, and shall survive termination or expiration of this Agreement. The Parties agree that these limitations allocate risk in a manner that is an essential basis of the bargain and that any limited remedy that fails in its essential purpose shall not affect the enforceability of these limitations.
11. PERIOD & TERMINATION
11.1. Billing Period. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to Section 12.2, will continue in effect for the period identified in the Order (the "Initial Billing Period"). This Agreement will renew automatically for additional successive terms when expressly set forth in the applicable Order, unless earlier terminated pursuant to this Agreement's express provisions or pursuant the specific terms for non-renewal contained in such an Order (each a "Renewal Billing Period" and together with the Initial Billing Period, the "Billing Period").
11.2. Termination. In addition to any other express termination right set forth in this Agreement:
11.2.1. Renaiss may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (30) calendar days after Renaiss’s delivery of written notice; or (ii) breaches any of its obligations under Section 2.6 or Section 6;
11.2.2. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or
11.2.3. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.3. Effects of Termination or Expiration. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Renaiss IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Renaiss IP and certify in writing to Renaiss that the Renaiss IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
If Services are expired or terminated for any reason, Customer use rights shall cease, and Customer may not be able to access Customer’s account and all related information or files associated with or inside Customer’s account (or any part thereof) may be deleted. Renaiss will not have any liability whatsoever to Customer for any suspension or termination.
11.4. Survival. This Section 12.4 and Sections 1, 5, 6, 8, 9, 10, 11, and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. MISCELLANEOUS
12.1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.
12.2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement or as identified on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized signed for on delivery courier (with all fees pre-paid), or email (with confirmation of transmission). All email Notices to Renaiss must be sent to legal@renaiss.ai. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
12.3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
12.4. Amendment & Modification. Renaiss may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Renaiss will provide the Customer with at least thirty (30) calendar days' prior written notice before any amendments or modifications take effect, either by emailing the email address associated with the Customer’s account or by another method reasonably designed to provide such notice. If the Customer accesses or uses the Services after the effective date of the revised Agreement, such access and use will constitute the Customer’s acceptance of the revised Agreement, effective from the beginning of the next applicable Renewal Billing Period or, if the Customer enters into a new Order with Renaiss, as of the date of execution of such Order.
12.5. Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No
waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.
12.6. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12.7. Governing Law & Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of Spain without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of Spain. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder must be instituted in the courts of Spain in each case located in Madrid and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
12.8. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Renaiss. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
12.9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2.6, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
12.10. Publicity. Renaiss may identify Customer as a user of the Services and may use Customer's name, logo, and other trademarks in Renaiss’s customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party's prior written approval.