Terms of Service

SERVICES AGREEMENT

 

This SERVICES AGREEMENT (“Agreement”) contains the terms and conditions which governs the relationship between Raya (the “Provider”) and You or the entity you represent (hereinafter the “Customer”) with respect to Customer’s rights of access to the hosted data center and selected other IT services, the scope of which is further described herein.   Provider and Customer may each be referred to herein as a “Party” or collectively as the “Parties”.

 

  1. Scope of Services/Initial Term
    1. General Scope. Subject to Customer’s payment of all applicable fees, Provider agrees to provide to Customer, and Customer agrees to receive from Provider, the hosted ‘cloud’ Services subject to the terms and conditions herein.  The Services are further described in Exhibit C. 
    2. Initial Term. The initial term of this Agreement commences on the date indicated in the applicable Order Form and shall continue in effect for a one (1) year period or such other period expressly set forth therein. Subject to Customer’s payment of the renewal and other fees, this Agreement shall renew for successive one (1) year terms or such other period as expressly set forth in the applicable Order Form, subject to Provider’s termination rights set forth herein.  The initial term and any renewal terms may collectively be referred to herein as the “Term”.

 

  1. End User License Agreement.  Customer hereby agrees to and accepts the terms of the End User License Agreement and Terms of Use (“EULA”), which governs the Customer’s use of the Provider web sites (the “Provider Web Sites”) through which the Services may be accessed. 

 

  1. Acceptance of Terms & Use by Customer Affiliates. The terms and conditions of this Agreement shall extend to each Customer approved franchisee, licensee, subcontractor or affiliated entity (“Customer Affiliates”) that Customer desires to have rights to access, use or receive the Services. Each Customer Affiliate that desires to use the Services under this Agreement shall execute an Order Form by physical signature or ‘click-accept’, and which shall be incorporated into this Agreement.

 

  1. Payment Terms.   
    1. Payment Period. Except as expressly set forth in the applicable Order Form, all Fees will be due and payable within thirty (30) days following the date of the invoice; provided, however, that any initial set-up fees for the use of the Services shall be due upon execution of this Agreement.
    2. Late Payments. Late payments will be subject to interest at the lesser of 1.5% per month or the maximum amount permitted by applicable law. All fees are non-refundable and non-transferable. Any amounts due for recurring charges are prorated for partial periods. 
    3. Taxes. All orders are subject to any applicable government taxes, tariffs, duties, shipping and handling charges, and any fees or charges imposed or assessed by reason of this Agreement shall be paid by Customer.
    4. Third Party Charges. Customer is responsible for any third party charges including, but not limited to, telephone, cell phone, or internet charges or similar or associated charges in connection with Customer’s access and use of the Services.

 

  1. Termination Rights
    1. Provider may terminate this Agreement upon the occurrence of any of the following:
      1. Customer’s failure to make timely payment of any applicable fees provided that Customer will have a ten (10) day period to cure a payment default.
      2. Immediately, upon Customer’s breach of any of the terms of the EULA,
      3. Immediately or upon Customer’s insolvency, bankruptcy, dissolution, reorganization, liquidation or an assignment for the benefit of creditors,
      4. Customer’s breach of any other term or condition of this Agreement and provided further that Customer has not cured such breach with thirty (30) days following receipt of written notice. 
    2. Consequences of Termination. Upon expiration or termination of the Agreement for any reason, Customer acknowledges and agrees that (i) all outstanding fees shall immediately become due and payable, (ii) Customer’s right to use the Services shall immediately cease and terminate, (iii) Customer shall not be entitled to a refund or offset of any amounts owed or paid to Provider; and (iv) Customer shall cease using all Provider Confidential Information and shall destroy all copies then in its possession and certify in writing to Provider that the same has occurred in accordance with Section 6 below.

 

 

  1. Confidential Information
    1. Definition. “Confidential Information” shall mean all proprietary or non-public information disclosed by one Party hereunder (the “Disclosing Party”) to the other Party (the “Receiving Party”). Without limiting the foregoing, Confidential Information includes technical information, materials, records, data, reports, business and financial information, personnel data, programs, documentation, diagrams, ideas, concepts, techniques, processes, inventions, patents, copyrights and trade secrets, whether in tangible or intangible form, whether or not marked or otherwise identified as confidential. With respect to Provider, Confidential Information shall include all proprietary information of its licensors and affiliated entities, including the Services, and documentation relating thereto. The terms and conditions of this Agreement shall also constitute Confidential Information.
    2. Obligation. Each Party (the “Receiving Party”) shall strictly maintain and not disclose any Confidential Information received from the other Party (the “Disclosing Party”) in connection with this Agreement. The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose except as expressly permitted in this Agreement. The Receiving Party shall use the same care to prevent disclosure of Confidential Information to third parties as it employs to avoid disclosure of its own confidential information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party shall not acquire any express or implied right or license with respect to Confidential Information disclosed under this Agreement.
    3. Return of Confidential Information. Upon any termination of this Agreement or a request by the Disclosing Party, the Receiving Party shall, at the instruction of the Disclosing Party, immediately return, delete or destroy all Confidential Information of the Disclosing Party, including all copies or materials referring or relating to such Confidential Information, then in the Receiving Party’s possession or the possession of any third party who received such information from the Receiving Party.
    4. Exceptions.
    5. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party Confidential Information to Receiving Party’s employees, agents, advisors and subcontractors who have a bona fide need to know such Confidential Information in order to perform assigned duties in fulfillment of obligations under this Agreement. The Receiving Party assumes full responsibility for the acts or omissions of its subcontractors and employees with respect to Confidential Information.
      1.  Confidential Information shall not include information which: (1) is known to the Customer at the time of disclosure, free of any obligation to keep it confidential; (2) is or becomes publicly available through authorized disclosure; (3) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (4) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it.

 

  1. Proprietary Rights.
    1. Customer acknowledges and agrees that the Services (inclusive of any owned or licensed software used to provide or support the delivery of the Services) are proprietary to Provider and are protected under Egyptian and international intellectual property laws.  Customer only acquires a limited right to use the Services on a revocable, non-exclusive basis, subject to the terms and conditions herein, and no ownership or license rights are hereby granted to Customer or any Customer Affiliates. All rights not expressly granted herein are hereby reserved to Provider.
    2. The Services, including any underlying software, trade secrets and other trademarks or service marks of Provider are protected under the patent, copyright, trademark, trade secret laws of Egypt as well as international treaty provisions. Provider and its third party licensors, if any, retain all title to and all rights and interest in (1) the Services and underlying underlying software, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related documentation; (2) the trademarks, service marks, trade names, icons and logos; (3) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing; and (4) all Provider Confidential Information (as defined herein). Customer acknowledges that its possession, installation, or use of the Services does not transfer to Customer any ownership, title, or registrable interest of any kind to the intellectual property in the Services, and that Customer will not acquire any rights to the Services except as expressly set forth herein.  Customer agrees that it will not misappropriate or misuse any Provider intellectual property to which Customer has access.

 

  1. Representations and Warranties. Customer and Customer Affiliates make the following representations and warranties:

a. That each is an entity that is duly organized and validly existing under the laws of the jurisdiction of its incorporation and principal place of business, and that each has all requisite power and authority to execute, deliver and perform all of its obligations under this Agreement,

b. That such Party’s entry into this Agreement constitutes a legal, valid and binding obligation which is enforceable against such Party in accordance with the terms and conditions hereof.

c. That such Party’s performance of its obligations will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (1) any provision of law, rule or regulation, (2) any order, judgment, decree, or (3) any third party agreement to which Customer or Customer Affiliate is a party.

d. That there is no pending or, to the best of its knowledge, threatened claim, action, or proceeding against Customer or a Customer Affiliate with respect to the performance of the      obligations under this Agreement, and there is no basis for any such claim, action, or proceeding.

  1. Disclaimer.
    1. Limited “as is” Warranty. to the maximum extent permitted by applicable law, except for the limited warranties set forth in this agreement, customer’s and customer’s affiliate’s use of the services the provider’s web site(s) are at customer’s sole risk and are provided on an “as is” basis without warranty of any kind, express or implied. provider makes no warranty that the services, the provider web site(s), or any data (that is actively or passively transmitted, manipulated, stored, or managed) will be error-free, virus free, timely, accurate, reliable, secure, or free from interruptions or other failures or corruption, or that the services or the provider’s web site(s) will satisfy customer’s or customer’s affiliates’ specific requirements.
    2. General Disclaimer. to the maximum extent permitted by applicable law, provider disclaims all warranties and conditions, either express, implied, or statutory, including but not limited to: any implied warranties or conditions of merchantability or of fitness for a particular purpose; any warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description, lack of viruses, lack of accuracy or completeness of responses, or results; any warranty of non-infringement, and lack of negligence or lack of workmanlike effort, all with regard to the services or the use of the provider web site(s).
    3. Data Disclaimer.
      1. customer and customer affiliates each acknowledge that any data entry, conversion or storage is subject to the likelihood of human and machine errors, malicious manipulation, omissions, delays, and losses, including, but not limited to, inadvertent loss of data or damage to media, and/or customer’s or customer’s affiliates detrimental reliance on maliciously manipulated data, which may result in loss or damage to customer and its property. Provider shall not be liable for any such errors, omissions, delays, or losses.
      2. any material downloaded or otherwise obtained through the use of the provider’s web site is done at customer’s and customer affiliate’s own discretion and risk, and customer and customer affiliates will each be solely responsible for any damage to customer’s or customer affiliates’ computer systems or for any loss of data that results from the download of any such material. Customer and customer affiliates are each solely responsible for complying with applicable laws pertaining to the use and disclosure of any data. Provider disclaims all liability and responsibility for compliance with payment card industry (pci) requirements, including, without limitation, the pci data security standards (pci dss).

 

  1. Limitation of Liability
    1. Consequential Damages Exclusion. under no circumstances and under no legal theory, whether in tort, contract, or otherwise, shall provider be liable to customer, customer affiliates or to any other third party for any indirect, special, incidental, or conseque ntial damages of any type whatsoever (including, without limitation, damages for lost profits, loss of goodwill, loss of confidential or other information, for business interruption, work stoppage, computer failure or malfunction, for personal injury, loss of privacy, for failure to meet any duty including a duty of good faith or of reasonable care, for negligence (whether active or passive), and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use or inability to use the services, or otherwise under or in connection with any provision of this agreement, even in the event of fault, tort (including negligence, and gross negligence), strict liability, breach of contract, or breach of warranty by provider, and even if provider has been advised of the possibility of such damages. 
    2. Direct Damages Cap. In no event will provider be liable for any damages in excess of any amounts collected from customer or customer affiliates over the immediately prior three (3) month period. This limitation of liability shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation. Furthermore, some states and jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to customer. the foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

 

  1. Savings Clause. Notwithstanding anything to the foregoing contained herein, an Order Form or other exhibit or attachment to this Agreement, Provider shall not be liable for any delay or failure to perform any Services or to fulfill its obligations to the extent such delay or failure was due to the acts or omissions of Customer (or Customer Affiliates, or as a result of a force majeure event.

 

  1.  Indemnification. Customer and Customer Affiliates each agree to indemnify and hold harmless Provider and its directors, officers, employees, affiliates, sub-licensees, and agents from and against all third party claims filed or threatened against Provider and shall pay all defense costs (including reasonable expert and attorneys’ fees, court costs), judgments, damages and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by Customer in respect of the following: (i) Any failure by Customer or Customer Affiliates to comply with the obligations, representations and warranties under this Agreement; and (ii) Customer’s or Customer Affiliates’ (inclusive of such entity’s end users, employees, contractors, and shareholders) misappropriation, misuse or unauthorized use of any Confidential Information of Provider or misuse of the Software in violation of the EULA; (iii) Any failure by Customer or Customer Affiliates to comply with applicable laws and regulations, including, without limitation, data privacy laws, or for any claims of personal injury or property damage (iv) Any claim of personal injury or property damage relating to a Customer or Customer Affiliates.

 

  1. Audit. Provider or its agents may audit Customer’s or Customer Affiliates’ records and information systems to ensure that Customer’s or Customer Affiliate’s use of the Service complies with the terms of this Agreement. In the event an audit reveals that Customer or a Customer Affiliate has underpaid Provider, then Provider shall be entitled to invoice and charge Customer or the Customer Affiliate (as appropriate) the applicable fees for the additional licenses plus applicable late fees. Payment of such additional fees shall be made in accordance with this Agreement.

 

  1. Governing Law/Dispute Resolution.
    1. This Agreement shall be governed and construed in accordance with the laws of the Egypt. The exclusive venue for the litigation of disputes hereunder shall be the national located in Cairo, Egypt. The Parties hereby disclaim the applicability of the Uniform Computer Information Transactions Act (UCITA) and the Convention on the International Sale of Goods (CISG). 
    2. Notwithstanding the foregoing, nothing in this Agreement will prevent Provider from applying to any court of competent jurisdiction for injunctive relief.
    3. The prevailing Party in any action hereunder shall be entitled to recover its reasonable attorneys’ fees, costs, and other expenses.

 

  1. Force Majeure. Provider will not be liable in any amount for failure to perform any obligations under this Agreement if such failure is caused by Internet outages, failures of public communications networks, earthquakes, communications outages, fire, flood, electrical outages, war, an act of God, or the occurrence of any other contingency beyond the reasonable control of Provider.

 

  1. Notices. Except as otherwise specifically provided herein, all notices, consents, and other communications required or permitted hereunder shall be in writing, effective upon receipt and delivered by hand, or mailed by courier, certified or registered mail, return receipt requested, to the respective Parties to this Agreement at the addresses set forth herein. 

 

  1. No Waiver. No provision hereof shall be deemed waived unless such waiver is made in writing and signed by a duly authorized representative of either Party. The failure or delay of either Party to exercise any right hereunder shall not constitute a waiver thereof.

 

  1. Severability. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.

 

  1. Independent Contractors. Provider and Customer (inclusive of any Customer Affiliates) are independent contractors in all actions contemplated by this Agreement. This Agreement shall not be construed to create any partnership, joint venture or agency.

 

  1. Assignment. Customer or a Customer Affiliate may not assign any of the rights or delegate any of the duties hereunder without Provider’s prior written consent, which consent may be withheld in Provider’s sole discretion. Provider may assign any of its rights or delegate any of its duties under this Agreement without Customer’s or Customer Affiliate’s prior written consent. This Agreement shall be binding upon the successors, legal representatives and permitted assigns. Any attempt to assign any right, duty or obligation, which arises under this Agreement without such consent, shall be void.

 

  1. Entire Agreement/Governing Language. This Agreement and Schedule 1, including any exhibits or other attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement expressly supersedes and completely replaces any and all prior agreements or understandings, whether written or oral. The controlling language of this Agreement is English.

 

  1. Headings/Counterparts. Headings are for reference purposes only. This Agreement may be executed in duplicate counterparts. Each such counterpart, if executed by both Parties, shall be an original and both such counterparts together shall constitute but one and the same document.

 

  1. Modifications.  This Agreement may not be modified except by a written addendum executed by authorized representative of each Party.

 

  1. Order of Priority.  In the event of any conflict or ambiguity between the terms of this Agreement and any Order Form, EULA, Exhibit, statement of work or other document attached hereto, the following hierarchy shall prevails:
    1. The provisions of this Agreement shall control over any conflicting or ambiguous provision in the EULA, Order Form, Exhibit, or other document attached hereto,
    2. The provisions of the EULA shall control over any conflicting or ambiguous statement in the Order From, Exhibit or other document,
    3. The provisions of an Order Form shall control over any conflicting or ambiguous statement in a Exhibit, or other document,
    4. Unless otherwise agreed by the Parties (and to the extent applicable) an Exhibit will have priority over any conflicting or ambiguous terms in another document attached hereto.

 

  1. Survival. The following provisions shall survive the termination or expiration of this Agreement: In witness whereof, the parties have executed this agreement as of date set forth in the order form (the “effective date”).

 

END USER LICENSE AGREEMENT AND TERMS OF USE (“EULA”)

 

This End User License Agreement and Terms of Use (“EULA”) is made pursuant to that certain Services Agreement  (“Service Agreement”) entered into by and between Raya _____ (the “Provider”, “we”, “us”, “our”) and the signing Party under such Service Agreement identified as the Customer.  For the purposes of this Agreement, Customer includes Customer Affiliates and authorized end users and may also be referred to herein as “you or “your”.  This EULA governs Customer’s access to and use of the Services described in the Service Agreement.  This EULA is expressly subject to the terms of the Service Agreement.  Except as otherwise set forth herein, capitalized terms shall have the meanings set forth in the Service Agreement.

 

  1. Effective Date. This Agreement takes effect when Customer (or an authorized Customer end-user) clicks an “I Accept” button or check box presented with these terms, or if Customer otherwise makes use of any of the Services provided under the Service Agreement. Customer represents and warrants that it is lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
  2. Access Rights.  Subject to Customer’s compliance with the terms hereof and the Service Agreement, Customer may access and use the Services. Service Level Agreements may apply to certain of the Services. Customer will adhere to all laws, rules, and regulations applicable to Customer’s or its authorized end user’s use of the Services, including the terms hereof and any policies or such other policies defined herein.
  3. Account Creation. To access the Services, Customer’s end users must each create an account associated with a valid e-mail address. Unless explicitly permitted by Provider, only one account may be created per email address. Customer is responsible for all activities that occur under all Customer end user accounts, regardless of whether the activities are undertaken by Customer, its employees or a third party within Customer’s control. Customer agrees that it will contact Provider immediately if an unauthorized third party may be using a Customer account or if Customer’s account information is lost or stolen.
  4. Additional Support. If Customer would like support for the Services other than the support generally provided to other users of the Services without charge, Customer may enter into a separate support services agreement with Provider subject to standard terms and conditions.
  1. Third Party Content. Third party content, such as software applications provided by third parties, may be made available directly to Customer by other companies or individuals under separate terms and conditions, including separate fees and charges. Because Provider may not have tested or screened such third party content, Customer’s use of any third party content is at Customer’s sole risk.
  2. Submissions. Should Customer decide to submit any materials to Provider via electronic mail, through or to the Provider Website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, Customer agrees that such submissions are unrestricted and shall be deemed non-confidential upon submission. Customer grants to Provider and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.
  3. Service Use Restrictions. Customer may not rent, lease, sublicense, loan, sell, distribute, market or commercialize any portion of the Services or its components. Customer may not transfer any or all of the rights granted to Customer under this EULA. Customer may not rename files of, modify, translate, localize, decompile, disassemble, decrypt, reverse engineer, and attempt to derive source code from, remove any proprietary notices from, or create derivative works based upon any software used to provide or support the Services.  Provider reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this EULA.
  4. Content Restrictions.  It is strictly prohibited to modify, transmit, distribute, reuse, repost, “frame” or use the content of the Provider Web Site(s) or user accessible portions of the Services, including the text, images, audio and/or video for public or commercial purposes without written permission from the Provider. Customer may not post, upload, or distribute any content to the Provider Web Site(s) or email accounts that is defamatory, libelous, inaccurate, unlawful (including in violation of any intellectual property or similar laws), or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate.  Provider may terminate Customer’s use (or that of specific Customer end users) of the web site immediately upon any violation of the provisions hereof or those set forth in applicable policies, which are incorporated herein.
  5. Proprietary Rights. All content included on or comprising the Provider Web Site(s) or user accessible portions of the Services, including information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material (collectively “Content”) is protected by copyright, trademark, trade dress, patent or other proprietary rights under Egypt’s intellectual property laws and international conventions, and these rights are valid and protected in all forms, media and technologies existing now or developed in the future. Except as expressly authorized or licensed, Customer may not sell, license, copy, modify, publicly perform, display, remove, delete, augment, publish, transmit, participate in the transfer or sale, lease or rental of, reverse engineer, make unauthorized use of, create derivative works from or in any way exploit any of the Content, in whole or in part.  All rights not expressly granted herein are reserved by Provider.
  6. Changes. Provider reserves the right to change, modify or discontinue any or all of the Services, or remove features or functionality of the Services from time to time. Provider will notify you of any material change to or discontinuation of the Services. Customer may change, discontinue or add Service Level Agreements from time to time.
  7.  Data Security and Data Privacy.
    1. Provider will implement reasonable and appropriate measures designed to help Customer secure its content against accidental or unlawful loss, access or disclosure.
    2. Provider will protect the privacy of Customer content in accordance with the Privacy Policy attached hereto as Exhibit B
  1. Customer Responsibilities. Customer is solely responsible for the development, operation, maintenance, and use of Customer’s content.  This includes, but is not limited to, the following:
    1. The technical operation of Customer’s content, including ensuring the manner in which the Customer’s content is distributed, transported or made available to Provider.
    2. compliance with the terms of use herein,
    3. any third party infringement or other claims relating to Customer content, and
    4. proper handling and processing of notices sent to Customer by any person claiming that Customer’s content violates such person’s rights,
    5. Other Security and Backup. Customer is responsible for properly configuring and using the Services and taking steps to maintain appropriate security and protection of such Customer content, which may include the use of encryption technology to protect from unauthorized access.
    6. End User Violations. Customer is responsible for the acts or omissions of its employees, contractors and other authorized users with respect to the use of the Services. Customer will ensure that its authorized users comply with Customer’s obligations under this Agreement. If Customer becomes aware of any violation of your obligations under this Agreement by an authorized Customer end user, Customer will immediately terminate such end user’s access to the Services.
    7. End User Support. Customer is responsible for providing customer service (if any) to its end users, unless Customer has a separate support services agreement with Provider.
  1. Modifications to EULA. Provider reserves the right to modify this Agreement (including any reference policies) at any time by posting a revised version on the Provider Web Site(s) or by otherwise notifying Customer in accordance with the terms of the Service Agreement. The modified terms will become effective upon posting or, if we notify Customer by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, Customer agrees to be bound by the modified terms.
  1. Suspension of Access.
  1. General. Provider may suspend Customer’s (or any authorized Customer end user’s) right to access or use any portion or all of the Services immediately upon notice if it is determined that:
    1. Customer’s or its end user’s use of or registration for the Services (1) poses a security risk to the Services or any third party, (2) may adversely impact the Services or the systems or Content, (3) may subject Provider or any of its affiliated entities to liability, or (4) may be fraudulent;
    2. The conduct of Customer or its authorized users constitutes a breach of the Service Agreement.
  2. Effect of Suspension. If Customer’s accounts are suspended in whole or in part,
    1. Customer shall remain responsible for all fees and charges incurred through the period of suspension for the affected portion of the Services as well those areas of the Services for which Customer has continuing access,
    2. Customer will not be entitled to any service credits under the Service Level Agreements for any period of suspension, and
    3. Provider will not erase any Customer content as a result of a suspension, except as specified elsewhere in this Agreement.
  1. Termination.  Customer’s termination rights are set forth in the Service Agreement.  Customer may terminate the right of any of its authorized end users to access the Services by providing written notice to Provider.
  1.  Proprietary Rights
    1. Provider owns all right, title and interest in and to the Services.  Provider’s rights are further described in the Service Agreement.
    2. Neither Customer nor any authorized end user may use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither Customer nor any authorized end user may (or attempt to), (1) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services, (2) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Service Offerings, or (3) resell or sublicense the Services. All access granted to Customer in this Agreement is conditional on Customer’s continued compliance with this Agreement, and will immediately and automatically terminate upon any non-compliance with the terms and conditions hereof.
    3. Customer Content.   As between Customer and Provider, Customer (or its licensors) own all right, title, and interest in and to Customer’s content. Customer consents to Provider’s use of Customer’s content to provide the Services. Provider may disclose the Customer Content to provide the Services to Customer or any authorized end users, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
    4. Rights in Customer Content. Customer represents and warrants that: (1) Customer or its licensors own all right, title, and interest in and to Customer’s content and submissions, or has obtained all necessary rights to such content and submissions to grant the rights contemplated herein; and (2) none of Customer’s content or submissions will violate the terms hereof or other applicable Provider policies
    5. Indemnity.  Customer agrees to defend, indemnify, and hold harmless Provider, its affiliates, directors, officers, shareholders, employees, contractors and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (1) third party infringement claims relating to Customer’s content (2) a breach of this Agreement or violation of applicable law by Customer or an authorized Customer end user; (3) infringement or misappropriation of Provider’s Content or Confidential Information, or (4) a dispute between Customer and a Customer end user. 

 

PRIVACY POLICY

 

This Privacy Policy is incorporated in and made subject to the EULA for the Provider Web Site. And Services.  Provider reserves the right to modify or amend this Privacy Policy at any time.  This Privacy Policy is expressly made subject to that certain Services Agreement entered into by Raya (the “Provider”, “we”, “us”, “our”) and the signing Party of the Service Agreement that is referred to as the “Customer”. This Privacy Policy is expressly subject to the terms of the Service Agreement.  Except as otherwise set forth herein, capitalized terms shall have the meanings set forth in the Service Agreement. Customer may also be referred to as “You” or “Your”. 

Information We Collect

The information we collect from You includes Your name, mailing address, email address, phone number, credit card and payment information, driver’s license, demographic and lifestyle information and location information.  We may also receive information about You from other sources, including third parties that help us update, expand and analyze our records and identify new customers.

Automatic Information

Like many other websites, we also collect information through cookies and other automated means. Cookies are commonly used by websites to save data on Your computer. The information we collect from cookies may include Your IP address, browser and device characteristics, referring URLs, and a record of Your interactions with our websites. We use cookies to create a more personalized shopping experience on our websites.

To help us understand and enhance our interactions with visitors to our websites, we may permit web analytics providers to collect information on our websites using automated tools like cookies or web beacons. We also may share personal information with those providers. We may have similar arrangements with interest-based advertisers. Interest-based advertising is covered in more detail below.

 

Location Information

Some of our websites and mobile applications may collect certain information such as the type of mobile device You're using or Your specific location to help You search for one of our stores. To allow any application to identify Your location, You must enable this functionality through Your mobile device's settings to allow the use of technologies such as Wi-Fi, GPS signals, cell tower position, or other technologies. Provider has no control over Your device's settings.

Public Forums

Our web site may offer publicly accessible blogs or community forums. You should be aware that any information You provide in these areas may be read, collected, and used by others who access them.

How We Use the Information We Collect

We use the information we collect to fulfill, track and confirm orders, process credits or returns, deliver products or services purchased on the web sites, communicating with You, identifying You on our web site and tailoring advertisements and offers to You, and for operating, evaluating and improving our business. We will retain Your information for as long as Your account is active or as needed to provide You services, comply with our legal obligations, resolve disputes, and enforce our agreements.

How We Share the Information We Collect

We may share Your information with third parties to perform services on our behalf such as: Fulfilling orders, providing services, sending marketing communications, including marketing new products or services, conducting research and analysis, and to provide interactive functions (e.g., chat).We may be required to share personal information in response to a regulation, court order or subpoena. We may also share information when we believe it's necessary to comply with the law or when we believe that disclosure is necessary to protect the rights of Provider, our customers, or others; to prevent harm or loss; or in connection with an investigation of suspected or actual unlawful activity. We may also share personal information in the event of a corporate sale, merger, acquisition, dissolution or similar event.

How We Protect the Information We Collect

We use reasonable security measures, including the use of standard encryption technology,  to protect the confidentiality of personal information under our control and appropriately limit access to it. We cannot ensure or warrant the security of any information You transmit to us and You do so at Your own risk.

Changes to Your Account

You may choose to:

  • Stop receiving marketing or promotional e-mails, direct mail, phone and mobile marketing communications
  • Update and correct Your personal information
  • Cancel Your account or request that we no longer use Your information to provide You services
  • Request removal of Your personal information from our blog or community forum

You may follow the directions in a marketing e-mail or direct mail or mobile communication that You receive from us to effect changes to Your use of the Web Site, or You may contact us using the contact information listed below. 

Interest-Based Advertising

We use third-party advertising companies to display ads when You visit our websites or other sites on the Internet. These companies may collect information about Your visits to this and other websites. We may also share personal information with these companies.

 

Protecting Children's Privacy

We are committed to protecting children's privacy on the Internet and we do not knowingly collect personal information from children under the age of 13.

Links to Other Websites

Our websites link to other websites, many of which have their own privacy policies. Provider has no responsibility for the privacy policies or content on any such third party web sites.

Acceptable Use Policy

By accepting this Agreement, you accept our Acceptable Use Policy that is published at: www.rayadatacenter.com or at an alternate site that we identify.  

  

Service Level Agreement

  1. AVAILABILITYThe Provider’s system which supports the Services will be available to Company and for [95%] during each month [24 hours a day, 7 days a week]  The system Availability measurement does not include Provider scheduled downtime each Friday from 1AM to 4AM GMT; and 1 hour nightly backups at midnight CT.  If at any time, the Provider system is disabled outside of the normally scheduled downtime, Provider will provide its customers with a root cause analysis of the unplanned system outage. 

 

  1. DEFINITIONS.
    1. Response Time - the time between the Start Time (the time Company is notified or otherwise becomes aware of a problem) and when the following actions 
    2. Company must notify the appropriate internal and external resources to resolve the problem. 
    3. Company must notify or reply to you with respect to the issue
    4. Resolution Time - the time between the Start Time (when Company is notified of an issue or otherwise becomes aware of a problem) and when Company targets resolving the issue or provides temporary circumvention
    5. Business Hours - 8:00 AM to 5:00 PM Cairo Local Time, Sunday through Thursday excluding official holidays.
    6. After-Hours - anytime outside of the Business hours mentioned above.  After-Hours support is available for Priority One issues.  To facilitate the Production process, appropriate members of the Your Support and Operations staff are required to carry a pager and/or cell phone.
  1. SERVICE LEVEL AGREEMENT AND ESCALLATION PROCEDURES.  The following escalation procedures will set-up performance expectations that Company will follow in order to provide You with superior service.  The structure of these procedures is modeled on the 3-tier priority system and will:
    1. Ensure that the issue is escalated to the appropriate departments for expedient resolution
    2. Emergency/Priority 1:  An emergency or priority 1 issue includes production down issues, issues that prevent You from accessing the Services or other issues that pose a high risk.  Your business operations are, or may soon be, interrupted or delayed.  This interruption may result in financial impact to You or may cause You to fail to meet commitments to Your external or internal constituencies. 
    3. Emergency/Priority 1 Support is available 24 hours each day, 7 days a week.  
    4. To facilitate the Production process, appropriate members of the Support and Operations staff are required to carry a pager. 

 

Emergency / Priority 1 issues

Between 8:00 AM – 5:00 PM Cairo Local Time

  • Call: 19767
  • Select: Technical Support

After Hours (after 5 PM CLT)

  • Call: 19767
  • Select: Technical Support
  • The On-Call Technical Specialist will call back.

Response Time: 

15 minutes (business hrs)

 

30 minutes (after-hours)

  • Your Level 1 support should be available until resolution or temporary circumvention is achieved.  Your support team should provide a Technical Specialist with the contact information for all individuals involved with final decision.

Resolution Time:  8 hours

  • Company will identify and start the process of implementing either a temporary, permanent or workaround resolution within 3 hours. 
  • You must supply the Technical Specialist with the requested information within 1 hour.
  • If we receive no response from You, Company will attempt to reach You at least 3 times within a 5-hour time span. 
  • Each attempt to reach You will be logged on the trouble ticket.
 

 

  1. Standard/Priority 2:  A standard or priority 2 issues may cause some functional aspect of an application to be operational, but, restricts production.  These issues may interrupt or delay business operations and pose a low risk.  Your commitments, both internal and external, may still be met
  2. All Standard/Priority 2 cases are handled during normal business hours.

 

Between 8:00 AM – 5:00 PM Cairo Local Time

  • Call: 19767
  • Select: Technical Support

After Hours (after 5 PM CT)

  • Call: 19767
  • Select: Technical Support
  • The On-Call Technical Specialist will call back.

Response Time: 30 minutes

  • Provide Technical Specialist with the contact information for all individuals involved with final decision.

Resolution Time: 24 hours

  • Company will identify and start the process of implementing either a temporary, permanent or workaround resolution within 8 hours. 
  • You must supply the Technical Specialist with the requested information within 3 hours.
  • If we do not receive a response from You, we will attempt to reach You at least 3 times within an 8-hour time span. 
  • Each attempt to reach You will be logged on the trouble ticket.
 

 

  1. Low/Priority 3:  Most questions are categorized as low or priority 3 issues.  These issues pose no risk and Your operations will not be affected.  These may be questions about an aspect of the system or how to perform a specific task.
  1. All Low/Priority 3 cases are handled during normal business hours.

 

Between 8:00 AM – 5:00 PM Cairo Local Time

  • Call: 19767
  • Select: Technical Support

Send an email to: support@rayacloud.com

After Hours (after 5 PM CT)

  • Call: 19767
  • Select: Technical Support
  • A Support Specialist will call you back the following business day.

Send an email to: support@ rayacloud.com

Response Time: 60 minutes

  • You should be available until resolution or temporary circumvention achieved.
  • Provide Technical Specialist with the contact information for all individuals involved with final decision.

Resolution Time: 72 hours

  • Company will identify and start the process of implementing either a temporary, permanent or workaround resolution within 24 hours. 
  • You must supply Technical Specialist with the requested information within 4 hours.
  • If we receive no response from You, we will attempt to reach You at least 3 times within an 8-hour time span. 
  • Each attempt to reach You will be logged on the trouble ticket.