Partner Customer Terms of Service
These Raccoon AI Partner Customer Terms of Service (the "Terms") govern your access to and use of the Raccoon AI platform, software, APIs, integration functionalities, artificial intelligence functionalities, and related services (collectively, the "Services").
By accessing, subscribing to, registering for, or using the Services, you ("Customer," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms and the documents referenced herein, including applicable privacy policies, data processing agreements, and service documentation, where applicable.
Where the Services are provided through an authorized Raccoon AI partner, reseller, distributor, or other approved channel partner (collectively, a "Partner"), the Customer's subscription, commercial terms, pricing, payment arrangements, invoicing, customer support, and other commercial matters shall be governed by the separate agreement, order form, or other commercial arrangement entered into between the Customer and such Partner.
These Terms primarily establish the rules governing the Customer's access to and use of the Raccoon AI platform and related services, including applicable technical, security, intellectual property, and service-use requirements. These Terms do not replace, supersede, or otherwise modify the contractual relationship between the Customer and the applicable Partner.
For clarity, where the Services are provided through a Partner, the Customer's subscription agreement and commercial relationship for the Services are established with the applicable Partner. Raccoon AI provides the underlying platform and related services subject to these Terms.
If you accept these Terms on behalf of a corporation, company, or other legal entity, you represent and warrant that you have the legal authority to accept these Terms on behalf of such entity and bind such entity to these Terms.
1. Service Scope and Definitions
1.1 Services
"Services" means the software-as-a-service (SaaS) platform and related services provided by Raccoon AI, including but not limited to:
• AI-driven conversation and customer service systems
• Chatbot functionalities
• APIs and system integrations
• Workflow automation
• Analytics and reporting functionalities
• Implementation or deployment services (where applicable)
• Maintenance, technical support, and software updates
The Services may be integrated with third-party systems or platforms.
1.2 Subscription Services
The Services are provided pursuant to subscription plans, commercial arrangements, or applicable order documents.
The scope of Services, usage limitations, and pricing may vary depending on different subscription plans or cooperation arrangements.
1.3 Third-Party Services
The Services may interoperate with or depend upon third-party systems, including but not limited to:
• AWS
• OpenAI
• Microsoft Azure
• Zendesk
• Meta
• LINE
• or other external service providers.
Customer acknowledges and understands that the continued functionality or compatibility of the Services may depend upon the continued operation of such third-party services, and permits Raccoon AI, to the extent reasonably necessary for providing, maintaining, or supporting the Services, to process necessary account information and service data through or together with relevant third-party service providers, subject at all times to applicable privacy and data protection obligations.
Raccoon AI does not own or control such third-party services.
1.4 Service Adjustments
Raccoon AI may reasonably modify, update, adjust, or discontinue portions of the Services based on feature enhancement, information security, legal compliance, or operational requirements.
Where a material modification would materially reduce the core functionalities subscribed to by Customer, Raccoon AI shall provide prior notice within a commercially reasonable period.
2. Subscription, Renewal, and Cancellation
2.1 Subscription Term
Customer may use the Services during the subscription term agreed with Raccoon AI or an authorized reseller.
Unless otherwise agreed, subscriptions shall be for fixed terms.
2.2 Renewal
Unless otherwise agreed:
• Monthly subscriptions shall automatically renew;
• Annual subscriptions shall renew upon renewal confirmation or mutual agreement between the parties.
Customer may notify non-renewal at least thirty (30) days prior to the applicable renewal date.
2.3 Fees and Payment
Customer agrees to pay all applicable fees, including:
• Subscription fees
• Plan fees and corresponding usage-based fees
• Implementation or deployment fees
• and any other fees agreed between Customer and Raccoon AI or the reseller.
Raccoon AI reserves the right to monitor and review Customer usage levels at any time, including API call volumes, conversation quotas, and connected communication channels.
Where system records indicate that Customer's actual usage exceeds the limits of the applicable subscription plan, Raccoon AI may notify Customer and charge additional fees based on the applicable plan, overage rates, or then-current pricing standards, or negotiate an adjustment to Customer's subscription plan.
2.4 Purchase Through Authorized Partners
Where Customer purchases or obtains the Services through a Raccoon AI-authorized partner channel (collectively, "Partners"), the commercial arrangements between Customer and such Partner, including but not limited to:
• Pricing
• Subscription plans
• Payment arrangements
• Invoicing
• Refunds
• or other commercial terms,
shall in principle be separately agreed upon and managed between Customer and such Partner.
Unless otherwise expressly agreed in writing between Raccoon AI and Customer, Raccoon AI shall not directly manage or assume responsibility for such commercial arrangements.
2.5 Payment and Billing Administration
Where the Services are provided through a Partner, Customer's payment obligations shall in principle be fulfilled in accordance with the commercial arrangements between Customer and such Partner.
Unless otherwise expressly agreed in writing, Raccoon AI shall not bear direct responsibility for pricing, billing, or payment arrangements issued by the Partner.
2.6 Cancellation
Customer may suspend or cancel the Services in accordance with the applicable commercial terms.
Unless otherwise expressly agreed:
• Prepaid fees are non-refundable;
• Payment obligations already incurred shall not be extinguished by cancellation.
2.7 Raccoon AI Termination Rights
Raccoon AI may suspend or terminate the Services under the following circumstances:
-
Customer materially breaches these Terms and fails to remedy such breach within a reasonable period;
-
Customer becomes insolvent, ceases operations, or presents material credit risk;
-
Continued provision of the Services would create material legal, information security, or operational risk;
-
Necessary infrastructure, third-party systems, or technical environments cannot reasonably continue to be provided.
To the extent commercially practicable, Raccoon AI shall use reasonable efforts to provide prior notice and mitigate impacts on Customer.
3. Acceptable Use Policy
Customer shall use the Services solely for lawful and authorized purposes.
Customer shall not engage in the following activities:
3.1 Illegal or Harmful Conduct
Customer shall not use the Services to:
• Violate laws;
• Infringe intellectual property rights;
• Engage in fraud;
• Distribute malicious software;
• Harass, threaten, or abuse others;
• Generate, distribute, or incite any unlawful, defamatory, pornographic, violent, hateful, or intellectual-property-infringing content through the Services;
• Conduct any form of prompt injection attack in an attempt to obtain underlying system logic or non-public data.
3.2 Security Misuse
Customer shall not:
• Interfere with system security
• Circumvent usage restrictions
• Access systems without authorization
• Overload or interfere with the Services
• Exploit system vulnerabilities
• Engage in denial-of-service (DoS) attacks or similar activities
3.3 Reverse Engineering
Except where restrictions are expressly prohibited by law, Customer shall not:
• Reverse engineer
• Decompile
• Disassemble
• Derive source code
• Reconstruct underlying systems or models
3.4 Competition Restrictions
Customer shall not use the Services, Raccoon AI's non-public technical information, proprietary system designs, algorithms, or other confidential information to copy, reconstruct, develop, or assist any third party in developing core functionalities or services substantially similar to Raccoon AI's proprietary technology.
4. AI-Specific Terms and Disclaimers
4.1 Nature of AI Services
The Services utilize:
• Artificial intelligence (AI)
• Machine learning
• Automated processing
• Third-party AI technologies
AI-generated outputs may be affected by:
• Prompts
• Training background
• System integrations
• Model differences
• Actual operating conditions
4.2 No Accuracy Guarantee
Customer understands and agrees that AI-generated content may contain:
• Inaccurate information
• Omissions
• Hallucinations
• Unintended results
Raccoon AI does not guarantee:
• Factual accuracy
• Completeness
• Suitability
• That AI-generated outputs will be entirely error-free.
4.3 Human Review Responsibility
Customer shall independently review and verify AI-generated content before relying upon, using, or communicating such content externally, particularly where involving:
• Operations
• Customer interactions
• Legal matters
• Medical matters
• Financial matters
• Other material situations.
Where reasonably necessary, Customer shall maintain appropriate human oversight.
4.4 No Professional Advice
Unless otherwise expressly agreed in writing, the Services do not constitute:
• Legal advice
• Medical advice
• Accounting advice
• Investment advice
• Other regulated professional services.
AI-generated content shall not be regarded as professional advice.
4.5 Beta and Experimental Features
Raccoon AI may provide beta, preview, experimental, or early-stage functionalities ("Beta Features").
Beta Features are provided on an "AS IS" and "AS AVAILABLE" basis.
Raccoon AI may modify, restrict, or discontinue Beta Features at any time and shall provide notice where reasonably practicable.
5. Suspension Rights and Service Restrictions
Raccoon AI is committed to maintaining the security, stability, and lawful operation of the Services. Where reasonably necessary, Raccoon AI may suspend, restrict, or adjust all or part of the Services pursuant to these Terms and shall, to the extent commercially practicable, take reasonable measures to mitigate impacts on Customer.
5.1 Partner Payment and Service Impact
Where Customer receives Raccoon AI Services through a Partner, and such Partner fails to fulfill payment obligations or other material performance obligations pursuant to its commercial arrangements with Raccoon AI, Raccoon AI shall in principle first coordinate with such Partner to address the relevant issues.
Where such circumstances continue and have caused material impact or risk to service provision, information security, or operations, Raccoon AI may, following reasonable notice, suspend, restrict, or adjust all or part of the Services.
5.2 Suspension for Non-Payment
Where Customer fails to make payment when due and fails to cure such non-payment following commercially practicable notice, Raccoon AI may suspend Customer's access to all or part of the Services.
Suspension due to non-payment shall not affect Customer's outstanding payment obligations.
5.3 Suspension Coordination Through Partners
Where the Services are provided through a Partner, Raccoon AI shall, to the extent commercially practicable, prioritize coordinating suspension, restriction, or restoration notices through such Partner.
However, where information security, legal compliance, system integrity, or other urgent circumstances are involved, Raccoon AI may directly take necessary measures to protect the Services and relevant stakeholders.
5.4 Suspension for Security or Legal Risks
Where reasonably necessary, Raccoon AI may immediately suspend or restrict Customer's access to the Services in order to:
• Protect system integrity or information security;
• Investigate suspected misuse or unauthorized activities;
• Comply with applicable laws or governmental requests;
• Prevent material harm to Raccoon AI, Customer, or third parties.
Where practicable, Raccoon AI shall use commercially reasonable efforts to provide notice and mitigate impacts.
5.5 Suspension for Violations of the Acceptable Use Policy
Where Customer materially breaches these Terms, including but not limited to:
• Illegal use;
• Abusive or harmful conduct;
• Security attacks;
• Unauthorized access;
• Violations of competition restrictions,
Raccoon AI may suspend or terminate the Services.
Upon Customer's remediation and resolution of the relevant issues, Raccoon AI may restore access rights.
6. Intellectual Property Rights and Customer Data
6.1 Ownership of Raccoon AI Technology
Raccoon AI and its licensors retain all rights, title, and interests in and to:
• The Services;
• Software;
• APIs;
• AI models;
• Algorithms;
• Workflows;
• System architecture;
• Documentation;
• Related intellectual property rights.
These Terms do not transfer any ownership rights to Customer.
Except for the limited rights expressly granted under these Terms, all remaining rights are reserved by Raccoon AI.
6.2 Limited License
Subject to Customer's compliance with these Terms and payment of applicable fees, Raccoon AI grants Customer a:
• Limited
• Non-exclusive
• Non-transferable
• Non-sublicensable
right to access and use the Services solely for Customer's internal business purposes during the applicable subscription term.
Customer shall not exceed the scope of the granted license or applicable usage limitations.
6.3 Ownership of Customer Data
As between the parties:
• Customer retains ownership of Customer Data;
• Raccoon AI does not claim ownership of Customer Data.
"Customer Data" means any:
• Data
• Conversation content
• Uploaded materials
• Business information
• Related information
submitted, uploaded, generated, or processed through the Services.
6.4 Permitted Use of Customer Data
Raccoon AI may process Customer Data solely for the following purposes:
• Providing and maintaining the Services;
• Performing contractual obligations;
• Maintaining information security and operational continuity;
• Complying with applicable laws;
• Performing obligations under applicable privacy or data protection documentation.
Raccoon AI shall not sell Customer Data.
6.5 Aggregated and De-Identified Information
Raccoon AI may generate and use:
• Aggregated information
• Anonymized information
• Statistical information
• De-identified information
for:
• Analytics
• Service monitoring
• Performance measurement
• Product improvement
provided that such information does not identify any specific Customer or individual user.
6.6 AI Training Restrictions
Unless otherwise expressly agreed in writing:
Raccoon AI shall not use Customer personal data or proprietary Customer Data for:
• Training foundational AI models;
• Improving third-party services unrelated to Customer.
Any permitted AI optimization activities shall be limited to anonymized or de-identified information and shall remain subject to applicable privacy obligations.
6.7 Customer's Notice and Consent Obligations Toward End Users
Where Customer collects, processes, or submits End User data through the Services, Customer shall independently ensure that it possesses an appropriate legal basis and necessary authorizations, including providing privacy notices and obtaining legally required consents, where applicable.
Raccoon AI provides the Services pursuant to Customer instructions and applicable privacy or data processing documentation and does not automatically assume responsibility for the legality of Customer's collection or use of End User data.
7. Service Availability and Third-Party Dependencies
7.1 Service Availability
Raccoon AI shall use commercially reasonable efforts to maintain the continuity and availability of the Services.
Where an applicable SLA or commercial agreement expressly specifies service level commitments, such commitments shall govern.
Unless otherwise expressly agreed in writing, service availability is provided on a commercially reasonable efforts basis.
7.2 SLA Reference
Where the parties separately agree to a Service Level Agreement ("SLA") or availability commitment, calculations of applicable service availability targets, including uptime commitments, shall exclude:
• Scheduled maintenance
• Emergency maintenance
• Third-party service interruptions
• Force majeure events
• Circumstances beyond Raccoon AI's reasonable control.
Unless expressly provided in a separately agreed written SLA, these Terms do not independently create any entitlement to service credits, refunds, or compensation.
7.3 Scheduled Maintenance
Raccoon AI may conduct:
• Maintenance;
• Upgrades;
• Security patches;
• Infrastructure improvements;
• Emergency operational work,
which may temporarily affect service availability.
Where commercially practicable, Raccoon AI shall provide prior notice.
7.4 Third-Party Dependencies
Customer understands that the Services may depend upon:
• Cloud infrastructure;
• AI model providers;
• Communication platforms;
• APIs;
• External software systems.
Such providers may include:
• AWS
• OpenAI
• Azure
• Zendesk
• Meta
• LINE
• Other similar providers.
Raccoon AI does not own or control such third-party services or systems.
Raccoon AI shall not be responsible for impacts caused by third-party service interruptions, delays, failures, or service degradation beyond Raccoon AI's reasonable control; provided, however, that Raccoon AI shall, where reasonably practicable, use commercially reasonable efforts to assist Customer in identifying the source of such issues and mitigating related impacts.
7.5 Partner Support Model
Where the Services are provided through a Partner, Customer's first-line commercial or general technical support shall in principle be provided by such Partner.
Raccoon AI may, in accordance with its cooperation arrangements with the Partner, provide second-line technical support, platform maintenance, or necessary technical assistance.
Unless otherwise agreed in writing, Raccoon AI does not guarantee direct provision of individualized customer service, billing support, or commercial support to Partner customers.
7.6 Partner Service and Support Commitments
Unless otherwise expressly agreed in writing by Raccoon AI or expressly provided in an applicable SLA, additional service levels, support commitments, response times, commercial guarantees, or other supplementary services provided by a Partner to Customer shall not automatically constitute direct obligations or guarantees of Raccoon AI.
8. Confidentiality Obligations
8.1 Confidential Information
"Confidential Information" means any non-public information disclosed by either party, including:
• Business operational information;
• Technical information;
• Customer information;
• Security measures;
• Commercial arrangements;
• Proprietary information.
Confidential Information does not include:
• Publicly available information;
• Information lawfully known prior to disclosure;
• Independently developed information;
• Information lawfully obtained from a third party.
8.2 Confidentiality Obligations
Each party shall:
• Use Confidential Information solely for purposes related to these Terms;
• Protect such information using reasonable safeguards;
• Avoid unauthorized disclosure.
Disclosure shall be limited to:
• Employees;
• Contractors;
• Advisors
who have a legitimate need to know and who are subject to confidentiality obligations.
8.3 Required Disclosure
Where disclosure of Confidential Information is required due to:
• Applicable laws;
• Court orders;
• Governmental requests,
the disclosing party may make such disclosure, provided that, to the extent permitted by law, it shall use commercially reasonable efforts to provide prior notice.
8.4 Survival
Confidentiality obligations shall survive for three (3) years following termination.
However, with respect to trade secrets, information security measures, or information that is required by law to remain confidential, such obligations shall continue until such information no longer retains its confidential nature.
9. Privacy, Data Protection, and Security
9.1 Privacy and Data Processing
Raccoon AI processes personal data in accordance with:
• Applicable privacy laws;
• Raccoon AI's Privacy Policy;
• Applicable data processing agreements.
Where an applicable DPA applies, matters relating to personal data processing shall be governed by the DPA.
In the event of any conflict between these Terms and the DPA with respect to personal data processing matters, the DPA shall prevail.
9.2 Data Processing Through Partners
Where the Services are provided through a Partner, Customer understands and agrees that the Partner, Raccoon AI, and Customer may assume different roles and responsibilities with respect to the processing of personal data or service-related data.
Data collection, commercial interactions, or customer management matters between Customer and the Partner shall in principle be handled by the Partner in accordance with its applicable privacy documentation and legal obligations.
Raccoon AI provides the platform and related services in accordance with these Terms and applicable privacy or data processing documentation.
Unless otherwise expressly agreed in writing, Raccoon AI does not automatically assume responsibility for the legality of the Partner's collection or commercial use of Customer or End User data.
9.3 Security Measures
Raccoon AI adopts commercially reasonable technical and organizational safeguards to protect Customer Data and personal data against:
• Unauthorized access;
• Loss;
• Disclosure;
• Destruction;
• Misuse.
Such safeguards may include:
• Encryption;
• Authentication controls;
• Access restrictions;
• Monitoring;
• Logical segregation.
Further information may be provided in applicable security documentation.
9.4 Security Incident Notification
Where Raccoon AI becomes aware of a confirmed unauthorized access, security incident, or data breach involving Customer personal data or Confidential Information within Raccoon AI's control, Raccoon AI shall notify Customer without undue delay and in accordance with applicable laws, the DPA, or commercially reasonable necessity.
Where required by law or applicable data protection documentation, Raccoon AI shall provide reasonably available preliminary information within seventy-two (72) hours after becoming aware.
Such notification shall not constitute an admission of liability, fault, or breach.
10. Limitation of Liability
10.1 Limitation of Liability
To the maximum extent permitted by applicable law, and except as otherwise expressly provided in these Terms, Raccoon AI's total cumulative liability arising out of or relating to the Services or these Terms shall not exceed the total amounts actually received by Raccoon AI for the relevant Services during the twelve (12) months preceding the event giving rise to the claim, whether such amounts were received directly from Customer or indirectly through an authorized Partner.
10.2 Exceptions to Limitation of Liability
The limitations of liability set forth in these Terms shall not apply to liability arising from:
• Willful misconduct;
• Gross negligence;
• Fraud;
• Breach of confidentiality obligations;
• Infringement or improper use of intellectual property rights;
• Liability that cannot be excluded or limited by applicable law.
10.3 Exclusion of Indirect Damages
To the maximum extent permitted by applicable law, neither party shall be liable for:
• Loss of anticipated profits;
• Loss of goodwill;
• Loss of business opportunities;
• Business interruption;
• Data loss;
• Any indirect, incidental, punitive, special, or consequential damages,
whether arising under:
• Contract;
• Tort;
• Negligence;
• Strict liability;
• Any other legal theory,
even if advised in advance of the possibility of such damages.
10.4 AI and Third-Party Limitations
Raccoon AI shall not be responsible for:
• Inaccurate or incomplete AI-generated outputs;
• Customer's reliance upon unverified AI-generated outputs;
• Failures or issues caused by third-party platforms, cloud providers, AI model providers, APIs, or other systems beyond Raccoon AI's reasonable control.
Customer remains responsible for:
• Exercising reasonable business judgment;
• Conducting necessary human review.
10.5 No Double Recovery
Customer shall not recover compensation or damages more than once for the same underlying loss under multiple legal theories or contractual provisions.
10.6 Allocation of Responsibility for Customer-Configured Content and Training Materials
Customer understands and agrees that the quality of AI responses depends upon Customer's own uploaded, configured, or connected knowledge bases, documents, prompts, and third-party system information.
Customer shall bear sole responsibility for the accuracy and legality of its backend content.
Raccoon AI neither can nor shall assume responsibility for reviewing or guaranteeing Customer-inputted data or AI outputs resulting from Customer configuration errors.
11. Force Majeure
Neither party shall be liable for any delay, interruption, or failure in performing its obligations caused by events beyond its reasonable control, including but not limited to:
• Natural disasters;
• Earthquakes;
• Fire;
• Floods;
• War;
• Acts of terrorism;
• Civil unrest;
• Labor disputes;
• Internet or telecommunications failures;
• Cyberattacks;
• Government actions;
• Infrastructure disruptions;
• Utility failures;
• Failures of third-party infrastructure or service providers.
The affected party shall use commercially reasonable efforts to:
• Mitigate impacts;
• Resume performance;
• Notify the other party where practicable.
Force majeure shall not relieve payment obligations incurred prior to the occurrence of the force majeure event.
12. Miscellaneous
12.1 Entire Agreement
These Terms, together with any applicable:
• Order documents;
• Commercial agreements;
• Privacy Policy;
• Data Processing Agreement (DPA);
• SLA;
• Documents referenced in these Terms,
constitute the entire agreement between the parties with respect to the Services and supersede all prior:
• Discussions;
• Communications;
• Negotiations;
• Understandings
relating to the same subject matter.
12.2 Severability
If any provision of these Terms is determined to be:
• Invalid;
• Illegal;
• Unenforceable,
such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
12.3 No Waiver
The failure or delay of either party in exercising any right or remedy shall not constitute a waiver of such right or remedy.
Any waiver shall be effective only if made in writing.
12.4 Assignment
Neither party may assign or transfer these Terms or its rights and obligations hereunder without the prior written consent of the other party; provided, however, that such consent shall not be unreasonably withheld, conditioned, or delayed.
The foregoing restriction shall not restrict any assignment by Raccoon AI in connection with corporate reorganization, merger, acquisition, or transfer of substantial related business assets.
Any unauthorized assignment shall be void.
12.5 Survival
The following provisions shall survive termination or expiration of these Terms:
• Payment obligations;
• Confidentiality obligations;
• Intellectual property rights;
• Limitation of liability;
• Dispute resolution;
• Provisions which by their nature are intended to survive.
12.6 Independent Relationship / No Agency
The relationship between Raccoon AI and any Partner is independent in nature.
Nothing in these Terms shall be construed as creating:
• Agency;
• Joint venture;
• Partnership;
• Employment;
• Fiduciary relationship.
Unless otherwise expressly authorized in writing by Raccoon AI, no Partner shall have authority to:
• Bind Raccoon AI;
• Assume obligations on behalf of Raccoon AI;
• Make legal commitments on behalf of Raccoon AI.
12.7 Document Priority
In the event of any conflict among these Terms, Partner commercial arrangements, order documents, applicable SLA, or other written documents, the following order of precedence shall apply:
-
Applicable order documents or commercial arrangements confirmed in writing between the parties (solely with respect to pricing, subscription plans, service scope, term, or other commercial matters);
-
Applicable Data Processing Agreement (DPA) or privacy documentation (with respect to data processing matters);
-
Applicable SLA (with respect to service level matters);
-
These Terms;
-
General commercial documents or standard terms of the Partner.
Unless otherwise expressly agreed in writing, these Terms shall serve as the foundational terms governing the use of the Raccoon AI platform and related services.
