Raffle Rocket End User License Agreement
Lasted Updated: May 5, 2022
Please read this END USER LICENSE AGREEMENT (this “Agreement”) carefully.
This Agreement is a legally binding agreement between you (“you”) and Launch57 Inc. (“Licensor”) and contains important terms and conditions relating to matters such as proprietary rights, indemnities, and liability. Licensor owns and operates the Raffle Rocket platform and website, including www.raffle-rocket.com (collectively, the “Software”) that enables where “Fundraiser” is defined as an event held to generate financial support for a charity or other enterprise.
In order to use the Software, you must accept this Agreement. By using the Software, you acknowledge having read, understood, and agreed to all of the terms, conditions, obligations and limitations of this Agreement, and you agree that it governs your use of the Software.
If you are not willing to be bound by each term or condition, you must not use the Software and you must decline this Agreement.
Background
You wish to obtain a license to use the Software, including for the use of your End Users where “End User” is defined as a person who purchases a ticket through the software, and Licensor wishes to allow you and your end users to use the Software, in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual rights, obligations and premises hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows:
License
Subject to the terms and conditions of this Agreement, Licensor hereby grants to you and your End Users a personal, non-exclusive, non-transferable, revocable, limited license during the term of this Agreement (the “License”) to use the Software. Any and all intellectual property in or related to the Software remain the sole and exclusive property of the Licensor, its affiliates, its licensors, and successors.
Licensor reserves the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes. If the modified terms are not acceptable to you, your only recourse is to cease using the Software.
No Sale
You acknowledge and agree that nothing in this Agreement constitutes a sale of the Software to you, and further that this Agreement does not convey to you, any End User or any other third party, any ownership right, interest or title in or to the Software, or to any Intellectual Property Rights therein, other than those expressly set out in this Agreement. In this Agreement, “Intellectual Property Rights” means any and all (i) proprietary rights provided under patent law, copyright law, trade-mark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other applicable statutory provision or otherwise arising at law or in equity anywhere in the world, including, without limitation, trade secret law, that may provide a right in works, software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know-how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing.
Fees and Taxes
You acknowledge and agree that Software has processing fees, published on the Software’s website, that will apply to your Fundraiser. You agree to allow the Software to collect applicable fees at time of sale, prior to distributing the remainder of funds to you. In consideration of your payment of the fees, Licensor grants you the License.
Payment processing is handled through Stripe Inc. (“Stripe”). You agree to provide Stripe banking information that is complete and accurate. You acknowledge and agree that Stripe has processing fees that will apply to your Fundraiser, and that you agree to allow Stripe to collect applicable fees. The Licensor is not responsible for the performance of Stripe when using the Software.
Licensor is not responsible for charges or foreign exchange rates applied by Stripe, your credit card company and/or financial institution. You further acknowledge and agree that Licensor is not responsible for the performance of Stripe or any other third-party services relating to any of your purchases made through our Software or services. You agree that the Licensor is able to collect applicable Federal, State and Provincial taxes at point of sale according to the jurisdictional laws where the Software License is purchased. All fees applied while using the Software are non-refundable except as required by Applicable Laws.
Acceptable Use
In using the Software, you will be responsible for you and your End Users’ compliance with this Agreement, use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Licensor promptly of any such unauthorized access or use, use the Software only in accordance with all applicable laws and regulations, including all applicable local, provincial, state, national and foreign laws, treaties and regulations as well as orders of courts or laws, regulations, by-laws or ordinances of applicable governmental agencies (collectively, “Applicable Laws”), and immediately notify Licensor any time you become aware of any violation, by any person, of this Agreement and provide Licensor with assistance, as requested, to stop or remedy such violation.
If your End Users choose to participate in a Fundraiser in any manner, whether that includes purchasing a raffle ticket or any other form of entry to participate in the Fundraiser, the End Users understand you are solely responsible for the management and operation of the Fundraiser in accordance with Applicable Laws.
The Licensor does not represent, permit, or guarantee that the Fundraiser complies with Applicable Laws. You agree that the Licensor is not responsible for the operation or management of the Fundraiser, nor does the Licensor guarantee the Fundraiser is lawful or that the information you share to End Users is accurate or truthful in accordance with Applicable Laws. The Software acts as a channel that allows you to operate, manage and have End Users participate in a Fundraiser. The Licensor is not responsible for providing or delivering any prizes, tickets, or other materials related to your Fundraiser.
Prohibitions
In using the Software, you will not, and you will also not permit any End User or other person to, directly or indirectly, make the Software available to anyone, or permit anyone to access the Software, other than End Users licensed hereunder, and, unless otherwise expressly permitted by written agreement with Licensor, you will not license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Software in any way except as expressly set out in this Agreement, use the Software in any manner or for any purpose (i) not permitted by the License, (ii) that contravenes or facilitates the violation of, or violates any, Applicable Laws, or (iii) that extracts, gathers, collects, or store personal information about individuals without their express consent or that involves data mining, robots or similar data gathering or extraction methods on others’ data without their express consent, use the Software to post, upload, reproduce, distribute or otherwise transmit (i) unauthorized or unsolicited commercial e-mail, junk or bulk e-mail, chain letters or other “spam” or any other duplicative or unsolicited messages, surveys, contests or pyramid schemes, (ii) any “Malicious Code”, being viruses, cancelbots, worms, time bombs, Trojan horses and other harmful, disruptive, surreptitious or malicious components, code, files, scripts, agents or programs, (iii) defamatory, infringing, indecent or unlawful software, materials or information, (iv) inappropriate, profane, or obscene software, materials or information without suitable or lawfully-required access controls, (v) software, materials or information where such activity gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of Licensor or any third party; such violations including copyright infringement, invasion of privacy, trademark infringement and defamation, or (vi) software, materials or information where such activity constitutes a criminal offence, or otherwise engage in or assist others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography, alter, modify, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Software or any part thereof, nor create derivative works based on the Software or works containing a substantial part of the Software, make or install copies of the Software in excess of the maximum number permitted hereunder, disable or circumvent any access control or related process or procedure established with respect to the Software, or remove any copyright or other proprietary notices or labels on or in the Software or any part thereof, remove any copyright or other proprietary or Intellectual Property Rights notices or labels on or in the Software or any part, copy or report generated therefrom or thereof, scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems, access the Software in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Software, or forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Software.
Termination
This Agreement, and the License granted under this Agreement, may be terminated, or suspended by Licensor immediately and without notice if you fail to comply with any terms of this Agreement. You may terminate this Agreement by ceasing to use the Software. Upon termination, you and your End Users must immediately cease using the Software. Any termination of this Agreement shall not affect Licensor’s rights hereunder.
Proprietary Rights
Software and Related Content—All right, title and interest (including all Intellectual Property Rights) in and to the Software (and any documentation, content or other materials provided through it or with it) is and will always be fully vested in Licensor, except as otherwise expressly set out in this Agreement.
Customer Feedback
From time to time during the term of this Agreement, you or your End Users may provide Licensor with comments, suggestions, ideas and impressions of the Software, its functionality, or its design (collectively, “Feedback”). You acknowledge and agree that, by disclosing such Feedback to Licensor, you will be deemed to have assigned same to Licensor and waived any moral rights in or to same, and you will require your End Users to do the same. You acknowledge and agree that the opportunity to use the Software is good and sufficient consideration for any contributions, through the Feedback or otherwise, to the design, improvement, or functionality of the Software.
Your Data
You acknowledge and agree that, except for public domain material and your personal information, all content, information, documents, and material on or that form part of the Software, your fundraiser and our services from time to time (the “Content”) are protected by copyright and other laws and are, will be, and will remain the sole and exclusive property of the Licensor, its affiliates, its licensors, or their respective successors and assigns. All rights in and to the Content are reserved by its owner(s) except to the extent of the limited license expressly granted to you in these Terms. Other than to the extent expressly authorized in these Terms, you may not directly or indirectly host, store, use, run, reproduce, copy, distribute, display, present, publish, transmit, broadcast, communicate to the public by telecommunication, make available, sublicense, sell, reverse-engineer, decompile, disassemble, merge with other data, translate, modify, or otherwise exploit the Content, in whole or in part, or authorize else to do so, without the express prior written consent of its owner(s).
Privacy
You acknowledge and agree that the Content may contain personal information protected by Applicable Laws, and, in connection therewith, you (and Licensor, to the extent that any of the Content is provided to Licensor) will adhere to all Applicable Laws with respect to the collection, use or disclosure of such personal information as it is contained in the Content, and you acknowledge and agree that your use of the Software, and that of your End Users, may utilize, in whole or in part, the public Internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in jurisdictions outside of Canada or the United States.
No Warranties
The Software is provided on an “as-is” and “as-available” basis, and the conditions, representations and warranties expressly set out herein are in lieu of, and Licensor expressly disclaims, all conditions, warranties and representations, express, implied or statutory, including implied conditions, warranties or representations in respect of quality, conduct, performance, reliability, availability, merchantability or fitness for a particular purpose, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever, to the maximum extent permitted by Applicable Law.
Exclusion and Limit of Liability
Licensor is not liable to you or your end users for any indirect, incidental, special or consequential Claims of any kind whatsoever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of business, loss of management or operation time and loss of goodwill or anticipated savings, even if the Licensor has been notified of the possibility thereof or could have foreseen such Claims, and Licensor’s aggregate liability for direct damages in respect of this Agreement will be limited to the amount of fees paid by you to the Licensor. The term “Claim” means any and all liabilities, actions, proceedings, claims, demands, losses, damages and costs, including reasonable legal fees and expenses on a solicitor and own client basis. The Licensor is not responsible or promises that the Software will be uninterrupted, secure, or error-free. You agree and acknowledge that you will not be entitled to any refund of fees or other compensation for any interruption while using the Software.
General Limitations
You acknowledge and agree that you and your End Users’ use of the Software will utilize, in whole or in part, third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in any jurisdiction, and Licensor cannot guarantee any minimum level regarding actual performance, speed, reliability, availability, use or consistency based on factors depending on the Internet. The Licensor has no obligation to verify, preview, censor, or change any content relating to your Fundraiser.
Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, without affecting the validity or enforceability of any separate agreement in writing between you and Licensor. Except as otherwise agreed in writing, neither party has relied on any representations or warranties that are not made in this Agreement.
Non Waiver
None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Licensor, and such waiver may only be effected by an instrument in writing signed by an authorized officer of Licensor. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions or of the same provision on another occasion.
Notices
Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with this Agreement must be in writing.
Jurisdiction and Governing Law
This Agreement shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein without reference to its conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta.
Severability
If any of the provisions of this Agreement or any part thereof shall be or held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions or parts thereof, and the rights and obligations of the parties shall be construed and enforced accordingly, with the invalid or unenforceable provisions or parts modified so as to be limited and enforced to the fullest extent possible.