Terms & Services

1. Acceptable Use Policy

This Acceptable Use Policy (the “Policy”) sets out a list of acceptable and unacceptable conduct while utilizing our Services. If we believe a violation of the Policy is deliberate, repeated or presents a credible risk of harm to other users, our Clients, the Services or any third party, we may suspend or terminate your access. This Policy may change as RAY grows and evolves, all end-users shall be notified of any updates and changes. Capitalized terms used below but not defined in this Policy have the meaning set forth in the Terms of Service.
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Do:

• Comply with all User Terms of Service, including the terms of this Acceptable Use Policy;
• Comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies, including, but not limited to, the U.S. Securities and Exchange Commission, and any rules of any national and other securities exchanges;
• Upload and disseminate only Client Data to which Client owns all required rights under law or under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistently with applicable law;
• Use commercially reasonable efforts to prevent unauthorized access to or use of the Services;
• Keep passwords and all other login information confidential. You shall be solely responsible for maintaining the confidentiality of your password. You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party authorized by you to use your username and password.
• Monitor and control all activity conducted through your account in connection with the Services;
• promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or Teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and
• Comply in all respects with all applicable terms of the third-party applications, including any that Client elects to integrate with the Services that you access or subscribe to in connection with the Services.

Do Not:

• Permit any third party that is not an Authorized User to access or use a username or password for the Services;
• Share, transfer or otherwise provide access to an account designated for you to another person;
• Use the Services to store or transmit any Client Data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
• Unknowingly upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of RAY or any third party;
• Attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
• Attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
• Access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
• Use the Services in any manner that may harm minors or that interacts with or targets minors;
• Impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Authorized User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
• Access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
• Send unsolicited communications, promotions or advertisements, or spam;
• Place any advertisements within a RAY client without prior written consent from RAY;
• Send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
• Abuse referrals or promotions to get more credits than deserved;
• Sublicense, resell, time share or similarly exploit the Services;
• Use contact or other user information obtained from the Services (including email addresses) to contact Authorized Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorized Users for use outside of the Services;
• Authorize, permit, enable, induce or encourage any third party to do any of the above;
• Tolerate posting any objectionable content, such as nudity, pornography, profanity, or content that is offensive, hateful, insensitive or considered to be of poor taste;
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• Tolerate any behavior that is considered abusive to others.

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2. Terms & Conditions / Terms of Service

General Provisions

These terms of service (“TOS”) govern your access and use of our online space and community management platform. Our Services are currently available for use via an application specific to your mobile device and desktop for administrator’s content management system use (the “Services”).

Please read these terms carefully before you use the Services. These terms tell you who we are, how we will provide the Services to you, how you and we may change or end the TOS, what to do if there is a problem and other important information.

We are RAY Labs sal (“RAY Labs” or “RAY”) a company registered in Beirut, Lebanon. Our company’s registration number is 1022005 and our address is Beirut Digital District, Lebanon.

You are an “Authorized User” on a Space/Community Controlled by a “Client”. This means that an organization or another third party that we refer to in these TOS as “Client” has invited you to a “Space/Community” (i.e., a unique URL where a group of users may access the Services, as further described in our web pages).

Client has separately agreed to our Client Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Client to create and configure a Space/Community so that you and others could join. The Contract contains our commitment to deliver the Services to Client, who may then invite Authorized Users to join its Space(s)/Community(ies). When an Authorized User submits content or information to the Services, such as messages or files (“Client Data”), you acknowledge and agree that the Client Data is owned by Client and the Contract provides Client with many choices and control over that Client Data. Please check out our web pages for more detail on our different Services plans and the options available to Client.

As between us and Client, you agree that it is solely Client’s responsibility to (a) inform Authorized Users of any relevant Client policies and practices and any settings that may impact the processing of Client Data; (b) obtain any rights, permissions or consents from Authorized Users that are necessary for the lawful use of Client Data and the operation of the Services; (c) respond to and resolve any dispute with an Authorized User relating to or based on Client Data, the Services or Client’s failure to fulfill these obligations, and (d) ensure the validity of payment processing.

RAY Labs makes no representations or warranties of any kind, whether express or implied, to you relating to the Services, which are provided to you on an “as is” and “as available” basis.

RAY Labs will not provide any services or products to any Office of Foreign Assets Control (OFAC) sanctioned countries or entities.

To help ensure a safe and productive work environment, all Authorized Users must comply with our Acceptable Use Policy and remain vigilant in reporting inappropriate behavior or content to Client and us.
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Service Expiry

These TOS remain effective until Client’s subscription for you expires or terminates, or your access to the Services has been terminated by Client or us. To terminate your account, you must contact your Client Administrator (Note that termination is subject to Survival).
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Limitation of Liability

While we agree to take all necessary technical and organizational steps to ensure the security of the Services, we are not responsible for the accidental loss or destruction of any personal data any end-user transmits using the Services. We therefore exclude all liability of any kind in relation to (i) the content, loss, destruction or security of personal data and all other data that any Client or Authorized User sends or receives through our Services (ii) lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages including damages arising out of the use, inability to use, or the results of use of our Services, any websites or mobiles applications linked to our Services, or the materials or information contained therein however caused, whether in contract, tort or under any other theory of liability, and whether or not you have been advised of the possibility of such damages.
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Indemnity

Client hereby agrees to indemnify and hold harmless RAY Labs against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of Services
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Disclaimer (regarding payment processing)

All payment processing occurs exclusively through authorized third parties (e.g. banks). Under no circumstances shall RAY Labs be liable for any loss or damage you or anyone else incur as a result of any payment processing activity that you or anyone else engage in based on our Services.
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Refunds will be done on the original mode of payment used if allowed by the authorized third party.
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Intellectual Property

The Services and its contents are protected by copyright pursuant to Lebanon and international copyright laws. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by RAY Labs. You agree to notify RAY Labs in writing promptly upon becoming aware of any unauthorized access or use of the Services by any individual or entity or of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Services (the “Intellectual Property Rights”) shall, as between you and RAY Labs, at all times be and remain the sole and exclusive property of RAY Labs. All present and future rights in and title to the Services (including the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to RAY Labs for its exclusive use. Except as specifically permitted by the TOS, you may not copy or make any use of the Services or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the Services, or the names of any individual participant in, or contributor to, the Services, or any variations or derivatives thereof, for any purpose, without RAY Lab’s prior written approval.
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Violations

If we believe that there is a violation of the Contract, TOS, the Acceptable Use Policy, Privacy Policy, or any of our other policies that can simply be remedied by Client’s removal of certain Client Data or taking other action, we will, in most cases, ask Client to take action rather than directly intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Client does not take appropriate action or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.
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Survival

The sections titled “Limitation of Liability”, “Indemnity“, and “Survival”, and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.
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Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use of our Services.
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Assignment

We may assign these TOS in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
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Governing Law

This TOS shall be governed and construed in accordance with the laws of Lebanon, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the Lebanese courts with respect to any legal proceedings that may arise in connection with the Services or from a dispute as to the interpretation or breach of the TOS.
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Miscellaneous

You accept that RAY Labs has the right to change the content or technical specifications of any aspect of the Services at any time at its sole discretion. You further accept that such changes may result in your being unable to access the Services. The failure of RAY Labs to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.
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Consent to the TOS

You represent that you have read and agreed to be bound by the TOS.
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3. Data Processing Addendum

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This Data Processing Addendum will form part of your RAY Labs Agreement (the ‘Agreement’ as defined therein) with effect from 25 May 2018.
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1. Definitions

Within this Data Processing Addendum, “GDPR” means the all applicable data protection rules governing Ray activities, and “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “Processing” shall have the same meanings as are defined in the GDPR. “Processed” and “Process” shall be construed in accordance with the definition of “Processing”. All other defined terms herein shall have the same meanings as are defined elsewhere in this Agreement.
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2. Data Processing

1. In conducting its activities as Processor under this Agreement in relation to any Personal Data within Your Data (“Your Personal Data”), RAY confirms that:
   1. the duration, subject matter, nature and purpose of the Processing shall be as specified in the Agreement;
   2. the types of Personal Data Processed shall include those specified in the definition of Your Data;
   3. the categories of Data Subjects include your representatives, Users and any other individuals identified or identifiable by Your Personal Data; and
   4. your obligations and rights as Controller in relation to Your Personal Data are as set out in this Agreement.
2. To the extent that RAY Processes Your Personal Data under or in connection with the Agreement, RAY shall:
   1. only Process Your Personal Data in accordance with your instructions as set out in this Agreement, including in respect of the transfer of Your Personal Data, and subject to any exceptions permitted by Article 28(3)(a) of the GDPR;
   2. ensure that those of its employees authorized to Process Your Personal Data under this Agreement have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality in relation to Your Personal Data;
   3. implement the technical and organizational measures set out in the Data Security Addendum;
      d) respect the conditions referred to below in Sections 2(iii) and 2(iv) of this Data Processing Addendum when appointing sub-Processors;
   4. assist you by appropriate technical and organizational measures, insofar as this is possible through Apps, to enable you to fulfil your obligations to respond to requests for the exercise of rights by a Data Subject under Chapter III of the GDPR;
   5. assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of the Processing and the information which is available to RAY;
   6. on termination of the Agreement, delete the Personal Data pursuant to the Agreement, unless European Union or Member State law requires Personal Data to be retained; and
   7. make available to you the information described in this Agreement and via the apps in satisfaction of RAY’s obligation to make available
3. You authorize RAY to subcontract its data Processing obligations under this Agreement to RAY’s Affiliates, and to other third parties, a list of which RAY will provide to you upon your written request. RAY shall do so only by way of a written agreement with such sub-Processor which imposes the same data protection obligations on the sub-Processor as are imposed on RAY under this Agreement. Where that sub-Processor fails to fulfil such obligations, RAY shall remain fully liable to you for the performance of that sub-Processor’s data protection obligations.
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4. Where RAY engages an additional or replacement sub-Processor(s) from  25 May 2018, or the Effective Date (whichever is the later), RAY shall inform you of such additional or replacement sub-Processor(s) no later than fourteen (14) days in advance of the appointment of such additional or replacement sub-Processor(s). You may object to the engagement of such additional or replacement sub-Processor(s) within fourteen (14) days of being so informed by RAY by terminating the Agreement immediately on written notice to RAY.
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5. RAY shall notify you without undue delay upon becoming aware of a Personal Data Breach relating to Your Personal Data. Such notice shall include, at the time of notification or as soon as possible after notification, relevant details of the Personal Data Breach where possible, including the number of your records affected, the category and approximate number of affected Users, anticipated consequences of the breach and any actual or proposed remedies, where appropriate, for mitigating the possible adverse effects of the breach.
   
   Until the user data section is propagated to RAY App and all other products of RAY Labs, should you require an exported version of all retained data or deletion of such data, please email us at support@getray.com with your request. Please note that requests might take up to 5 business days to be fulfilled.

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4. Contacting RAY

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Please also feel free to contact us if you have any questions about RAY’s Acceptable Use Policy, RAY’s Privacy Policy, or RAY’s TOS. You may contact us by writing to us at info@getray.com. All legal queries should be addressed to legal@getray.com. Notices may only be delivered in accordance with the TOS.

Version 6 (updated January 1^st, 2023)

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