These terms and conditions (as may be amended from time to time, the “Terms & Conditions”) shall apply to all Services pursuant an order form (“Order Form”) executed between Rasby, Inc., a Delaware corporation (“Rasby”), and the client party to such Order Form (“Client”). The Terms & Conditions, together with such Order Form and any other addenda identified in the Order Form, shall constitute a single legally binding agreement (the “Agreement”) entered into as of the date set forth on the Order Form. Additional definitions for capitalized terms are set forth in Section 14.
a. License. Rasby hereby grants to Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Rasby software and website portal (the “Software”) and the Documentation during the Term solely in accordance with the terms and conditions of this Agreement. During the Term, and subject to the Terms & Conditions, Rasby and its service providers will provide access to the Software on a software-as-a-service basis (the “Services”).
b. License by Client to Host Client Data. As between the Parties, Client is the owner of all Client Data and Rasby will maintain the confidentiality of such Client Data in accordance with Section 8. Client grants Rasby and Rasby’s Affiliates a non-exclusive license to host, copy, use, transmit, and display Client Data, and to use Client systems, in each case as necessary for Rasby to provide the Services in accordance with this Agreement, including Third Party Services in accordance with Section 6 and as anonymized or aggregated data in accordance with Section 3.e.
c. IP Ownership. This Agreement is not a sale and does not convey to Client any rights of ownership in or related to the Software or Services. Rasby acknowledges and agrees that (a) as between Client and Rasby, Client owns all right, title, and interest in and to the Client products, sites, including without limitation the look and feel, Client’s Marks, and the technology underlying the Client products and sites, and (b) nothing in this Agreement will confer in Rasby or any Affiliate of Rasby any right of ownership in the foregoing.
Client acknowledges and agrees that (x) as between Client and Rasby, Rasby owns all right, title, and interest, including all intellectual property rights, in and/or related to the Software, API and Services, and the Documentation and all of the content that is made available in connection with the Software, API and Services, including but not limited to visual interfaces, interactive features, graphics, design, databases, the data contained therein other than Client Data, computer code, products, SMART Types, and all other elements and components of the Software and Services, and (y) nothing in this Agreement will confer in Client or any Affiliate of Client any right of ownership in the foregoing.
Except as specifically authorized by Rasby in writing, Client shall not alter, change, or remove from the Software or Services any trademark, other proprietary mark, or proprietary rights notice. Except as expressly provided herein, Rasby does not grant Client any express or implied rights, and all rights in and to the Software and Services are retained by Rasby.
a. Service Fee. Client agrees to pay all fees set forth in the applicable Order Form (the “Fees”). Rasby may revise the fee schedule for the Services at any time, provided it gives thirty (30) days’ advance notice before any change becomes applicable to Client. Rasby shall have no obligation to deliver the Software or make the Services available until the Fees are received. Client is responsible for paying all taxes associated with the Services, including sales, use, value-added, and excise taxes, but excluding taxes assessed on the income or gross receipts of Rasby.
b. Billing Cycle. Client’s billing cycle initiates on the day the Account is provisioned. For the first billing cycle, Rasby will bill Client on the first day of the following month (the “Billing Date”) on a prorated basis for the number of days from the Account provision date to the end of the first month. Thereafter, Client will be billed on the Billing Date according to the order volume from the preceding month (the “Monthly Fee”).
c. Failure to Make Payment. Client agrees that failure to pay the Monthly Fee within thirty (30) days after the Billing Date will result in the suspension of Client’s Account. If Client fails to pay any amount due under this Agreement, Rasby may initiate a collection action, and Client agrees to reimburse Rasby for its reasonable costs of collection.
a. Compliance with Laws. Client must use the Services in a lawful manner and must obey all Laws applicable to the use of the Services. Such Laws may include compliance with domestic and international Laws related to the use or provision of intellectual property, notification and consumer protection, unfair competition, privacy, and false advertising.
b. Personal Information. Client consents to the processing of personal information by Rasby and its agents to facilitate the provision of the Services. Client affirms that it is, and will continue to be, compliant with all applicable Laws governing the privacy, protection, and use of Client Data provided to Rasby or accessed through Client’s use of the Software and the Services.
Client has obtained all necessary rights and consents under applicable Law to disclose to Rasby, or allow Rasby to collect, use, retain, and disclose, any Client Data provided to Rasby or that Client authorizes Rasby to collect, including information that Rasby may collect directly from Client customers or users via cookies or other means, and that Rasby will not be in breach of any such Laws by collecting, receiving, using, and disclosing such information in connection with the Services.
If Client receives information about others, including Client’s customers, through the use of the Services, Client must keep such information confidential, maintain a security program designed to protect such information against unauthorized access or disclosure, and use it only in connection with the Services and in accordance with this Agreement.
As may be required by Law and in connection with this Agreement, Client is solely responsible for disclosing to its customers that Client uses the Services and may receive personal data from Client.
c. Prohibited Uses. Except as expressly authorized by Rasby, Client may not, and shall not permit any of its customers or Representatives to, in any manner, directly or indirectly:
(i) modify, alter, create derivative works or adaptations of, publicly display, or in any way exploit any of the Software, in whole or in part;
(ii) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Software or the Services in any way;
(iii) reverse engineer or disassemble the Software;
(iv) remove, disable, or otherwise create or implement any workaround to any security features contained in the Software or the Services;
(v) copy, reproduce, or distribute the Software or the Documentation;
(vi) directly or indirectly exceed any limitations on usage of the Software, or otherwise use the Software in any manner that could damage, disable, overburden, place an unreasonable load on, interfere with the proper working order of, or impair the Software, its computer systems, or networks; or
(vii) use the Software or Documentation in order to:
(a) build a competitive product or service;
(b) build a product using similar ideas, features, functions, or graphics of the Software; or
(c) copy any ideas, features, functions, or graphics of the Software.
d. Security Measures; Suspension. The Software and API may contain technological measures designed to prevent unauthorized or illegal use of the Services. Rasby may use these measures to maintain the security and reliability of the Services, verify Client’s compliance with the terms of this Agreement, and enforce Rasby’s rights, including all intellectual property rights, in and to the Software.
Rasby may restrict or suspend Client’s access to the Software as necessary to protect the Software against misuse, enforce compliance with Sections 2.b and 7.d, and ensure the reliability and security of the Services.
e. Anonymized Data. Rasby may collect and use, during or after the Term, aggregated or anonymous data regarding Client’s use of the Software, including anonymized data drawn from Client Data, to develop and enhance the Software and Rasby’s product offerings.
Rasby may allow its Representatives and the Representatives of its Affiliates, including Third Party Service providers, to access such data on a need-to-know basis, subject to the provisions of Section 8.b. All use of such data will be subject to the terms of Rasby’s Privacy Policy, as defined below.
f. License to Use Feedback. Client grants to Rasby and Rasby’s Affiliates a worldwide, perpetual, irrevocable, royalty-free, assignable, sublicensable, and transferable license to use and incorporate into the Software and/or Services any suggestion, correction, or other feedback provided by Client relating to the Services or the Software.
Here is the updated text with every occurrence of Rasbree replaced by Rasby, including the privacy-policy URL:
a. Services. Rasby will (a) make the Software and Services available to Client pursuant to the Terms & Conditions and the applicable Order Form and (b) use commercially reasonable efforts to provide the Services in accordance with this Agreement.
b. Protection of Data. The security of Client Data is important to Rasby. Rasby uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of Client Data once Rasby receives it. No method of electronic transmission or storage is 100% secure, and Rasby cannot ensure or warrant the absolute security of any information Client transmits or stores in the Software.
c. Privacy Policy. The Rasby privacy policy is available online at “https://www.rasby.co/privacy” (as amended from time to time, the “Privacy Policy”). Rasby reserves the right to update the Privacy Policy from time to time and will notify Client at least thirty (30) days in advance of any material changes.
Client will (a) be responsible for compliance by it and its Representatives with this Agreement and the Documentation, (b) be responsible for the accuracy, quality, and legality of Client Data, the means by which Client acquired Client Data, and Client’s use of Client Data with the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Software or the Services, and notify Rasby promptly, and in any event within 48 hours, of any such unauthorized access or use, (d) use the Software and the Services only in accordance with this Agreement, the Documentation, and applicable Laws, and (e) comply with the terms of service, documentation, policies, and any other terms applicable to any Third Party Services utilized by Client.
a. Use of Third Party Products and Services. Client acknowledges that the Software may interact with third party services, such as ecommerce shopping sites, inventory management, customer relationship management, enterprise resource planning and accounting software providers, or third party logistics companies (collectively, “Third Party Services”). Any use or integration by Client of such Third Party Services, and any exchange of data between Client and any Third Party Service provider, is solely between Client and the applicable Third Party Service provider. Rasby does not warrant or support, and shall have no liability for, any Third Party Services. Client acknowledges that it will only use Third Party Services in accordance with the Documentation.
b. Third Party Services and Client Data. If Client installs or enables a Third Party Service for use with the Software or the Services, Client grants Rasby permission to allow the provider of that Third Party Service to access Client Data as required for the integration and interoperation of that Third Party Service with the Services. Rasby is not responsible for any disclosure, modification, or deletion of Client Data by a Third Party Service.
c. Integration with Third Party Services. The Software may contain features designed to interoperate with a Third Party Service. To use such features, Client may be required to obtain access to a Third Party Service directly and may be required to grant Rasby access to Client account(s) on the Third Party Service. Rasby cannot guarantee the continued availability of such Third Party Service features and may cease providing them without entitling Client to any refund, credit, or other compensation.
d. Third Party Service Data. Upon granting access to a Client account on a Third Party Service, the Software may interact with data that may exist on or subsequently be added to such Third Party Service. Rasby is not responsible for any disclosure, modification, or deletion of data on a Third Party Service by the Software or the Services.
Client acknowledges and agrees that it is responsible for any security incident on Client’s systems that results in the disclosure of such data. Client agrees to promptly, and in any event within 48 hours, delete any and/or all such data, in accordance with industry-standard sanitization processes, such as NIST 800-88, that it has received from a Third Party Service upon request by a user or from Rasby, and provide certification of such deletion to Rasby as it may reasonably request, including a signed writing from an officer of Client.
This section governs the use of Rasby’s application programming interfaces (“APIs”) and the accompanying Documentation, code, and related materials that provide Client with the ability to programmatically interface with the Software, as well as other functionality that Rasby may make available from time to time.
a. API License. Subject to the terms and conditions of this Agreement, Rasby grants to Client a limited, non-exclusive, non-transferable license to: (i) internally use the API Key to access the API; and (ii) internally use, perform, display, and reproduce the API solely as necessary to develop, maintain, and support Client’s internal business purposes in accordance with the specifications included in the Documentation.
b. API Restrictions. Client acknowledges that its access to and use of the API is subject to the terms of this Agreement. In addition, Client acknowledges that the API and its structure, organization, and source code constitute valuable trade secrets of Rasby.
Accordingly, except as provided in this Agreement, Client agrees not to disclose, distribute, sublicense, lease, rent, loan, resell, or otherwise transfer the data received from the Software or the API, the Software, the API, or the API Key to any third party.
Client will immediately notify Rasby if Client becomes aware of any material breach relating to the API. Client will not make an excessive number of calls to the API or otherwise use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is inconsistent with any part of this Agreement.
c. Rasby Obligations. Rasby reserves the right to limit and/or interrupt Client’s access to the API in order to carry out scheduled maintenance or unscheduled work, or to modify or update the API. Rasby will use commercially reasonable efforts to provide a minimum of 24 hours’ prior written notice of scheduled maintenance, modifications, or updates to the API.
Rasby may update, upgrade, enhance, or modify the API at its discretion at any time, provided it makes a commercially reasonable effort to give Client advance notice. Client acknowledges that any such updates, upgrades, enhancements, or modifications may adversely affect how Client accesses, uses, or communicates with the API. Client’s continued access to or use of the API will be deemed acceptance of the updates and modifications.
d. Suspension. Notwithstanding anything else herein, Rasby may revoke Client’s API Key and limit Client’s access to the API if, in Rasby’s sole discretion, it is necessary for Rasby to maintain the quality of the Services.
a. Confidentiality Obligations. Each Party will maintain the confidentiality of the other Party’s Confidential Information and will not use or disclose, or have Confidential Information disclosed, directly or indirectly, to any third party other than its Affiliates, except as required to provide the Services, as contemplated in this Agreement, or subject to the other Party’s prior permission.b. Standard of Care. Each Party will take precautions to maintain the confidentiality of the other Party’s Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no case less than reasonable care. Each Party will limit access to the other Party’s Confidential Information to those of its and its Affiliates’ Representatives, including Third Party Service providers, who require such access for purposes consistent with this Agreement.c. Definition of Confidential Information. “Confidential Information” means any information identified as “confidential” or “proprietary,” either by a legend on written or electronically stored material, or which ought reasonably to be recognized as confidential or proprietary by virtue of its nature or the circumstances of its disclosure.Notwithstanding any failure to identify it as such, the following types of information belonging to either Party shall automatically be deemed Confidential Information requiring protection under this Agreement:Unreleased product or service information;Pricing, financial information, or Client Data;Marketing plans or business strategies;Software and hardware;APIs;Specifications or designs;Proprietary formulae; andProprietary algorithms.Confidential Information shall not include:(a) information already known to the other Party without an obligation of confidentiality, or information generally known in the industry at the time of disclosure;(b) information independently developed by the other Party without the use of the Confidential Information;(c) information that becomes available to the other Party from another source, provided that such source is not bound by a confidentiality agreement concerning the subsequent disclosure or use of such information; or(d) information that is or becomes publicly known other than through a breach by the other Party.Notwithstanding the foregoing, if either Party or its Representatives is requested or required by legal process or applicable Laws to disclose any Confidential Information, the requested Party shall, to the extent permitted by applicable Laws, promptly notify the other Party so that it may seek a protective order or other appropriate relief.
a. Term. This Agreement will be effective commencing on the Effective Date set forth in the applicable Order Form and, unless terminated in accordance with the terms herein, will be effective for the term identified in the Order Form (“Term”). At the end of such Term, this Agreement will automatically renew for consecutive terms equal in time to the original Term (each, a new “Term”) on the same terms and conditions unless either Party notifies the other Party of non-renewal in writing at least thirty (30) days prior to the end of the applicable Term.
b. Termination for Material Breach. Either Party may terminate this Agreement if the other Party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of such breach is delivered to the breaching Party. Notwithstanding anything else contained herein, this provision will not be interpreted to limit Rasby's ability to suspend Client’s access to the Services in accordance with Section 3.d.
Here is the updated text with every occurrence of Rasbree replaced by Rasby, including the Terms URL:Representations and Warrantiesa. Mutual Representations and Warranties. Each Party to this Agreement represents and warrants to the other Party that:(a) such Party has the full corporate right, power, and authority to enter into this Agreement and perform the acts required of it hereunder;(b) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; and(c) in connection with this Agreement and its activities hereunder, it will comply with all applicable Laws, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority having jurisdiction over such Party.b. Rasby Representations and Warranties. Rasby further represents and warrants that:(i) subject to Section 13.a, Rasby will perform all Services in a workmanlike manner consistent with industry standards;(ii) the Software, API, and Services will not violate applicable U.S. laws, rules, or regulations; and(iii) it has taken commercially reasonable measures to ensure that all materials provided to Client by Rasby will, at the time of delivery to Client, be free of any computer “virus” or other similar harmful, malicious, or hidden program, code, or data.Indemnificationa. Indemnification by Rasby. Rasby will at all times indemnify and hold harmless Client and its respective parents, subsidiaries, and Affiliates, and the officers, directors, and employees of the foregoing, from and against any and all third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees (collectively, a “Claim”), arising out of:(i) Rasby’s gross negligence or willful misconduct; or(ii) any claim that the Software or Services, as delivered by Rasby, infringe a third-party intellectual property right (“Infringement”).If Client becomes aware of any matter it believes is indemnifiable hereunder involving any Claim against it by a third party, Client shall give Rasby prompt written notice of such matter.Rasby shall have the right to control the defense of any action subject to this indemnification, except that Rasby shall not enter into any settlement that materially affects Client’s rights or interests without Client’s prior written approval. Client shall have the right to participate in such defense at its own cost with counsel of its own choosing.Notwithstanding the foregoing, Rasby shall not be required to indemnify Client from any such Claim to the extent it arises out of:(1) Client’s violation of this Agreement;(2) revisions to the Software or API made without Rasby’s consent;(3) Rasby’s modification of the Software or API in compliance with specifications provided by Client, or in compliance with a method or process provided by Client for implementing such specifications;(4) Client’s failure to incorporate software updates or upgrades that would have avoided the alleged infringement, provided Rasby offered such updates or upgrades without fees or charges not otherwise required pursuant to this Agreement;(5) Client’s use of the Software in violation of the Documentation; or(6) Client’s violation of the documentation or terms and conditions applicable to any Third Party Services.If Rasby receives information about an Infringement related to the Software, including any notice from Client, Rasby may, in its sole discretion and at no cost to Client:(x) modify the Software so that it no longer infringes or misappropriates;(y) obtain a license for Client’s continued use of the Software in accordance with this Agreement; or(z) terminate Client’s subscriptions for the Software and refund to Client any prepaid Fees for the remainder of the term of the terminated license.Any such action shall constitute satisfaction in full of Rasby’s obligations under this Section 11.a with respect to such Claim for Infringement.b. Indemnification by Client. Client will at all times indemnify and hold harmless Rasby and its respective parents, subsidiaries, and Affiliates, and the officers, directors, and employees of the foregoing, from and against any and all Claims arising out of:(i) Client’s gross negligence or willful misconduct;(ii) any Client Data or use of Client Data with the Services;(iii) a breach of Client’s representations, warranties, and/or obligations herein;(iv) Client’s use of Third Party Services; or(v) claims brought by Client’s customers or users.Notwithstanding the foregoing, Client shall not be required to indemnify Rasby from any such Claim to the extent it arises out of Rasby’s gross negligence or willful misconduct.Client shall have the right to control the defense of any action subject to this indemnification, except that Client shall not enter into any settlement without Rasby’s prior written approval unless it releases Rasby unconditionally from all liability and imposes no non-monetary or other obligation on Rasby.Rasby shall have the right to participate in such defense at its own cost with counsel of its own choosing.Limitation of LiabilityTHE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND, EXCEPT AS SET FORTH IN SECTION 10, RASBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.RASBY SHALL NOT BE LIABLE FOR LOSS OF OR DAMAGE TO DATA, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING FROM ANY CAUSE OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.RASBY’S CUMULATIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT UNDER THE APPLICABLE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE.IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.Miscellaneousa. Force Majeure. Neither Party shall be liable to the other in the event of a force majeure, including, but not limited to, a strike, equipment failure, change in Law, fire, earthquake, or any other cause beyond a Party’s reasonable control (“Force Majeure”).Client shall have the right, but not the obligation, to terminate this Agreement without any further obligation to Rasby, except for the prorated payment of Fees for any Services provided through such date, if a Force Majeure lasts for ten (10) consecutive days or fifteen (15) days in aggregate during any one-year period.b. Choice of Law and Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict-of-law principles.The Parties agree that the exclusive venue for any dispute arising hereunder shall be the federal or state courts located in New Castle County, Delaware. The Parties waive any objection to personal jurisdiction, venue, or inconvenient forum, as well as any right to a jury trial.c. Independent Contractor. Rasby acknowledges and agrees that Rasby is an independent contractor under the provisions of the Internal Revenue Code and that Rasby’s employees and agents, if any, are not employees or agents of Client for any purpose.Client is not responsible to Rasby for any federal, state, or local withholding or employer taxation obligations, social security benefits, or unemployment compensation related to the services performed under this Agreement.This Agreement shall not be interpreted or construed to create an employment relationship, association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.d. Subcontractors. Client acknowledges that Rasby contracts with third parties for the hosting of the Software and the provision of certain functionality of the Services.e. Assignment. Rasby may transfer and assign any of its rights and obligations under this Agreement without consent. Client may not transfer or assign any of its rights or obligations under this Agreement without Rasby’s prior written consent. Any transfer in violation of the terms of this Agreement will be null and void.f. Publicity. Unless otherwise agreed with Client in writing, Rasby may use Client’s company name and logo, subject to appropriate trademark attribution, on Rasby’s marketing collateral, including Rasby’s website, press releases, presentations, and documents.In addition, Rasby may use aggregated or anonymized information collected in accordance with Section 3.e in white papers, market reports, and other materials. Client acknowledges Rasby’s right to use Client information in such a manner.g. Affiliate Program. As of March 2021, Rasby’s Affiliate Program has been terminated.h. Surviving Obligations. Sections 1.b, 1.c, 2, 3, 11, 12, and 13 shall remain in effect following the termination or expiration of this Agreement.i. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be considered as valid as original signatures.j. Construction. All headings in these Terms & Conditions are for convenience only.k. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law. The remaining provisions of this Agreement shall remain in effect.l. Entire Agreement. This Agreement, including applicable Order Forms and any exhibits and addenda hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter.However, to the extent of any conflict or inconsistency between the provisions in the body of these Terms & Conditions and any exhibit or addendum, the terms of such exhibit or addendum shall prevail.m. Amendment. Rasby may change or add to the terms of these Terms & Conditions at any time and may change, delete, discontinue, or impose conditions on the use of the Services by posting such changes on the Rasby website at https://www.rasby.com/terms, provided that Rasby will notify Client at least thirty (30) days in advance of any material changes.Rasby will provide notice of any material changes through a click-through box upon logging into the Services, via email, or through other means.Client’s use of the Services or API after any such changes are published on the Rasby website constitutes Client’s acceptance of the modified Terms & Conditions. The date of revision of these Terms & Conditions will be included at the top left of the Terms & Conditions.Definitionsa. “Account” means a version of the Software configured for Client.b. “Affiliate” means, with respect to any Person, at any relevant time, any other Person controlling, controlled by, or under common control with such Person.c. “API” means the publicly available application programming interface for the Software, as well as the related Documentation.d. “API Key” means the code provided by Rasby that permits Client to access the API.e. “Client Data” means all data, information, and other content collected by Rasby from Client through the Services or use of the Software that relates to either Client or any customer of Client.f. “Documentation” means the resources and documentation that Rasby makes available to Client through the support section of the Services, API documentation, Client notifications and warnings in the Software, and other pages on the Rasby website.g. “Laws” means all applicable U.S. and non-U.S. laws, rules, and regulations.h. “Marks” means trade names, trademarks, service marks, logos, or other commercial or product designations.i. “Party” or “Parties” means individually either Client or Rasby, or collectively Client and Rasby.j. “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, or other entity.k. “Representatives” means employees, consultants, agents, service providers, or representatives.