RAY Terms and Conditions

These Terms and Conditions of Use of the RAY Platform govern the use of the website “www.rayapp.io” and any other website, platform or application operated by RAY (“Platform”) and the services available on the Platform (“Services”).

The Platform is operated in the United States by BotBit Inc., a legal entity of Delaware, EIN 384103678, (“RAY” or “Us”), email [email protected].

1. Designations. The terminology that will be used herein is detailed below:

1.1. “Platform”: refers generically to the website “www.rayapp.io” and any other website, platform or application operated by RAY.

1.2. “RAY” or “We”: will be used to refer to the company that operates the platform.

1.3. “Client”: Person or entity that accepts these Terms and Conditions and acquires RAY’s services.

1.4. “Subscription Service”: The subscription service through the RAY Local SEO & Reputation Management platform shall be referred to as such.

1.5. “Services” shall mean the professional services related to the implementation of the Subscription Service (collectively referred to as the “Professional Services” and collectively referred to as the “Services”).

1.6. “Third Party Sites” refers to websites or services other than “www.rayapp.io”.

 

2. Acceptance of Terms. The Terms and Conditions of Use of the RAY Platform are detailed below, which were previously communicated to the Client. Contracting the service implies acceptance of all of them, a circumstance to which the Client gives free, express and informed consent.
3. Description of the Services

3.1. Services Provided. RAY will provide its subscription service through the RAY Local SEO & Reputation Management platform (the “Subscription Service”) and any professional services related to the implementation of the Subscription Service (the “Professional Services”; collectively referred to as the “Services”). The Services will be provided in accordance with these Terms. Customers understand that onboarding and implementation of the Platform Services may take between 2 hours and 4 weeks. Customer agrees to actively participate in the Service implementation process as Customer’s participation is essential. Customer further agrees to provide accurate and complete information. Any delay caused by Customer will not affect the term of the agreement, nor will it be grounds for non-payment and/or termination of the agreement.

3.2. Third-Party Sites and Software. If the Client requests the integration or use of data from Third-Party Sites (such as Google Business Profile, Facebook, Yelp, Apple Maps, etc.), it is noted that RAY does not control the terms and conditions of use, privacy policies and/or content thereof, and therefore the Client acknowledges that RAY is exempt from any type of responsibility for the use of said sites. The Services may include third-party software governed by specific terms and conditions, in which case, the Client agrees to be bound by those terms, including, for example, those of Google, Facebook, Twitter, YouTube, Twilio, LinkedIn and others.

3.3. Subscription Service Content. Customers may display data generated by the Subscription Service on its website but may not modify it or use it for any other purpose without RAY’s written consent. Data generated by the Subscription Service may include third party content, but its use will be limited by the terms and conditions of the Third Party Sites. RAY is hereby not liable for Customer’s use of third party data.

3.4. Third Party Site Obligations. Customers agree to comply with the terms and conditions of service of all major Third Party Review Sites (e.g., Google, Facebook, Yelp, etc.). Customers further agree not to use the RAY platform to block reviews or circumvent the policies of Third Party Review Sites. In the event Customer violates any of the policies of Third Party Review Sites, RAY shall have the right to suspend Customer’s account after 30 days of non-compliance, without creating any rights for Customer.

3.5. TCPA and 10DLC Compliance.

3.5.a. TCPA: The Client is responsible for complying with the Telephone Consumer Protection Act (TCPA) and obtaining consent for sending SMS/emails through RAY Services.

3.5.b. 10DLC: For SMS-related services, the Client must comply with A2P 10DLC regulations, including registration and opt-in. RAY may pass carrier fees on to the Client. Failure to maintain A2P 10DLC registration may result in suspension of services

3.6. Account Protection. Customer shall be responsible for safeguarding its login credentials. If Customer’s login information is compromised by action of Customer or any third party, Customer must immediately deactivate the account or change the login credentials. Customer also agrees to deactivate or change the login credentials of any former employee who is no longer authorized to access the Subscription Service.

3.7. Fair Use Policy. RAY requires that Customers use the Services in a fair and reasonable manner to avoid affecting the access of other customers. If RAY determines that the Customer is violating its Fair Use Policy, it may limit the Customer’s access or charge additional fees.

3.8. Customer Restrictions on Use of the Services. The Client is solely and directly responsible for the use of the Services. The Client agrees to use the Service for lawful purposes, in compliance with the laws and regulations in force. Likewise, the Client agrees not to participate in activities that infringe the rights of third parties, violate the laws or misuse the Services (for example, hacking, spam, reverse engineering, promotion of illegal activities, etc.). The Client shall also be responsible for the practices of third parties who use the Service contracted by the Client, with or without the Client’s consent. RAY reserves the right to temporarily or permanently suspend the Services, in the event of any misuse of the same. RAY reserves the right to investigate and take the measures it deems appropriate against possible violations, including legal action and/or assistance from law enforcement.

4. Fees and Payment

4.1. Fees. In exchange for the Services provided through the Platform, the Client shall pay RAY the established fee. The services are paid for in advance. For this reason, the user shall not be entitled to any type of refund or reimbursement if he or she chooses not to use the Services in whole or in part and/or in the event of cancellation, for any reason whatsoever. The fees do not include taxes and the Client is responsible for the payment of the corresponding taxes and/or duties. RAY reserves the right to update the fees at any time. Any change in the Fees will be informed by RAY in advance to the Client and will come into effect in the following period of provision of Services. In the event that the Client does not agree with the modifications, he or she may request the cancellation of the Services and RAY will respect the previous conditions until the end of the current period.

4.2. Default. In the event of default by the Client in payment of the fees, RAY shall be entitled to charge punitive interest until the date of actual payment. In addition, RAY may suspend and/or terminate the Services without giving rise to any right to compensation for the Client.

4.3. Automatic Renewal: Unless otherwise stated, Service agreements will be provided for continuous periods and will automatically renew for a term equal to the original contracted term. In the event that the Client decides not to renew them, he/she must notify RAY in writing of his/her decision, at least 30 days prior to the expiration date.

4.4. Invoices: The invoice for the Services will be sent electronically to the email address registered by the Client during the subscription. It is noted that RAY will never send invoices by any other means.

4.5: Cancellation: To initiate a cancellation, the account manager must provide a written notice via email ([email protected]), explicitly stating the intention to cancel and the reason for the cancellation. The cancellation will only be considered effective once the notice has been acknowledged by us in writing and all outstanding fees have been fully paid. Until all fees are paid, the account will remain active, and the client will continue to incur charges as per the agreed-upon terms. Upon successful cancellation, access to the services will be terminated, and no further fees will be charged.

5. Property rights.

5.1. Ownership and License. RAY retains all intellectual property rights related to the Platform and the Subscription Service. The Client is granted a limited, exclusive, revocable and non-sublicensable license to use the Platform and the Subscription Service, which remains in effect for as long as the agreement remains in effect. The Client may not in any way transfer, assign, sell and/or donate this license granted in whole or in part.

5.2. Prohibitions. Customers may not copy, modify, reverse engineer or resell the Subscription Service without RAY’s express prior written consent.

5.3. Data Collection, Ownership and Use.

5.3.a. Customer Data: Customer owns all Customer Data submitted for the performance of the Services and grants RAY permission to use, host, copy, display, etc. such Customer Data as necessary for such performance. Customer further authorizes RAY to use aggregated or anonymized data for internal purposes. Customer is solely responsible for the accuracy, content, and legality of all Customer Data submitted to the Platform. Customer represents and warrants to RAY that it has all necessary rights, consents, and permissions to collect, share, and use all Customer Data provided by Customer, and that no Customer Data will violate or infringe any third party’s Intellectual Property Rights or any rights of publicity, privacy, or other rights.

5.3.b. RAY Data: RAY owns all data generated by its Platform other than Customer Data. Customers may only use RAY Data in compliance with the Terms and Conditions described herein.

5.3.c. Third Party Data: In the event that the Client uses Third Party Data, the Client acknowledges that it releases RAY from all liability and the Client will be solely responsible for the use of such data.

5.4. Privacy and Security Policy. The collection and processing of personal data is governed by RAY’s Privacy Policy . RAY is committed to maintaining a high standard of security measures to protect Customer data.

5.5. Confidential Information. Both parties agree to protect the other’s confidential information and to use it only as permitted by these Terms and Conditions.

6. Warranties, Limitations of Liability, Indemnity.

6.1. RAY Warranty. RAY undertakes to provide the Services in the manner described in these Terms and Conditions.

6.2. Customer Obligations. Customer acknowledges that it has obtained all necessary consents to use the Services and that its websites comply with applicable laws.

6.3. Disclaimer of warranty. Unless otherwise stated, RAY will not provide any warranty other than that set out in section 6.1. This means that all other warranties are excluded.

6.4. Limitations of Liability. In all cases of claims, RAY’s liability is limited to the amount resulting from the sum of the fees paid by the Client in the 12 months preceding the incident giving rise to the claim. Neither party shall be liable for any results arising from indirect or consequential damages, including loss of business, profits or data.

6.5. Customer Indemnification. Customer agrees to indemnify RAY for any claims arising from improper use of the Services, i.e. non-compliance with the Terms and Conditions.

6.6. RAY Indemnification. RAY undertakes to defend the Client against claims that the Services provided by the Platform infringe the intellectual property rights of third parties.

6.7. Indemnification Conditions. Indemnification obligations are conditioned upon prompt notice, control of the defense by the indemnifying party, and cooperation by the indemnified party. That is, notice must be given promptly and in writing. The indemnifying party must be given sole control of the defense of the indemnified party and any related settlement negotiations. The indemnifying party will not reimburse the indemnified party for any expenses incurred by the indemnified party without the indemnifying party’s prior written approval.

7. Term and Termination.

7.1. Term. These Terms and Conditions shall remain in effect while any Order Form referencing them is in effect. Payment obligations are non-cancellable and non-refundable.

7.2. Termination for Breach. Either party may terminate the agreement if the other party breaches any of its obligations and fails to remedy the breach within 30 days.

8. Payments.

RAY uses third-party payment processors (e.g. Stripe). Customer agrees to abide by the payment processor’s terms .

9. Various

9.1. Independent Contractors. The parties are independent contractors and not partners or agents. There is no partnership, joint venture, employment, franchise or agency relationship created hereby between the parties.

9.2. Subcontractors. RAY may use subcontractors but RAY shall be responsible for such third parties’ compliance with the Terms and Conditions of this Agreement.

9.3. Force Majeure and Fortuitous Event. Any failure or delay in the performance of any of the duties or obligations of the parties shall not be considered a breach of these Terms and Conditions if such delay is caused by: circumstances beyond its control (e.g. natural disasters, strikes, failure of internet providers, etc.).

9.4. Assignment. Neither party may assign the contract without the consent of the other.

9.5. Reimbursement of Travel and Expenses. Client agrees to reimburse reasonable travel expenses related to the provision of Professional Services.

9.6. Notices. Notices and Deliveries. Notices will be sent to the contact information provided in the Order Form or Statement of Work. The email address provided by the Client will be considered the effective email address for the exchange of communications. Anything sent by RAY to that email address will be considered as effectively notified, regardless of whether the Client reads it or not. If there is a change in the Client’s email address, the Client agrees to notify the change immediately; as long as the change is not notified, anything sent to the previously established address will be considered valid. Any notice or communication under this Agreement that must be delivered personally to the Client will be sent to the postal address indicated on the Order Form and once delivered there, it will be considered received by the recipient.

9.7. Compliance with Laws. Both parties agree to comply with all applicable laws and regulations.

9.8. Applicable Law and Jurisdiction. The commercial relationship arising from the acceptance of these Terms and Conditions shall be governed by the laws in force in the Republic of Argentina. Any dispute arising from these Terms and Conditions, their existence, validity, interpretation, scope or compliance, shall be submitted to the Ordinary National Courts with seat in the Autonomous City of Buenos Aires, waiving any other jurisdiction that may apply due to domicile, nationality, etc.

9.9. Entire Understanding. These Terms and Conditions represent the entire agreement between the parties. RAY reserves the right to make changes and shall notify customers of such changes. Customer’s continued use of the Services after the updated version of these Terms and Conditions becomes effective shall constitute Customer’s acceptance of such updated version.

9.11. Severability; Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the remaining provisions of this Agreement will continue in full force and effect.

10. Free trials

RAY may offer free trials of the Services, which are subject to specific terms. Free trials are for internal, non-commercial use and may be canceled without notice. RAY’s warranties, indemnities and other obligations will not apply during free trial periods.

Last updated: September 1, 2024.