ARI
SOFTWARE AS A SERVICE AGREEMENT
September 24, 2026
THE ARI SOFTWARE AS A SERVICE AGREEMENT AND THE DATA PROCESSING AGREEMENT LOCATED AT: DATA-PROCESSING-ADDENDUM (“DPA”) (COLLECTIVELY, THE “ARI SAAS AGREEMENT”) GOVERN THE ACCESS TO AND USE OF THE SERVICE BY THE INDIVIDUAL OR ENTITY ACCEPTING THIS ARI SAAS AGREEMENT (“CUSTOMER,” “YOU,” OR “YOUR”). THE ARI SAAS AGREEMENT IS BETWEEN REALWEAR, INC., A WASHINGTON CORPORATION (“COMPANY”) AND CUSTOMER.
THE ARI SAAS AGREEMENT TAKES EFFECT WHEN CUSTOMER ACCEPTS IT OR FIRST ACCESSES OR USES THE SERVICE, WHICHEVER OCCURS FIRST.
THE ARI SAAS AGREEMENT IS THE COMPLETE AGREEMENT GOVERNING CUSTOMER’S ACCESS TO AND USE OF THE SERVICE. CUSTOMER TERMS AND CONDITIONS, INCLUDING TERMS INCLUDED IN PURCHASE ORDERS, VENDOR REGISTRATION PROCESSES, OR RFP DOCUMENTATION, SHALL NOT APPLY.
THE DPA GOVERNS THE PROCESSING OF PERSONAL DATA THROUGH THE SERVICE AND FORMS PART OF THIS ARI SAAS AGREEMENT. IF CUSTOMER REQUIRES ADDITIONAL DATA PROCESSING COMMITMENTS THE PARTIES MUST AGREE TO SUCH COMMITMENTS IN WRITING.
THE SERVICE IS INTENDED FOR INDIVIDUALS WHO ARE AT LEAST EIGHTEEN (18) YEARS OF AGE OR THE AGE OF LEGAL MAJORITY IN THEIR JURISDICTION. BY ACCESSING OR USING THE SERVICE, CUSTOMER REPRESENTS THAT CUSTOMER SATISFIES THESE REQUIREMENTS. IF CUSTOMER IS ACCESSING THE SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND THAT ENTITY TO THIS ARI SAAS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS ARI SAAS AGREEMENT OR DOES NOT HAVE AUTHORITY TO ACCEPT IT ON BEHALF OF AN ENTITY, CUSTOMER MAY NOT ACCESS OR USE THE SERVICE.
Terms and Conditions
This Ari SaaS Agreement supersedes and replaces all prior agreements, terms and conditions, and free license arrangements between Company and Customer relating to the Service and any Support Services, including any Foresight License Agreement, the RealWear Cloud Agreement, or any other free license offered by Company prior to September 24, 2026.
1. DEFINITIONS
1.1 The following capitalized terms have the respective meanings set forth below; terms in the plural shall also include the singular and vice versa:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means ownership of more than fifty percent (50%) of the voting interests or the ability to direct management and policies.
“Ari Applications” means the mobile, web, desktop, or other user-facing applications made available by Company from time to time to access and use the Service, including Ari Mobile, Ari Chat, and any successor products.
“Ari Cloud” means Company's hosted cloud environment through which Customer and Users access conversations, memories, documents, skills, connectors, account administration features, devices, Workspaces, and other functionality provided through the Service.
“Ari OS” means Company's voice-first operating system and associated device-resident software components that enable supported Devices to access and interact with the Service.
“Connector” means a configuration, integration, API connection, workflow, skill, or other mechanism that enables the Service to access, retrieve, process, exchange, or interact with data or functionality from a Third-Party Solution.
“Conversation” means a sequence of Inputs, Outputs, messages, instructions, responses, files, and related contextual information exchanged between a User and the Service.
“Customer Data” means all data, content, information, materials, and other electronic records submitted to, uploaded to, entered into, transmitted through, synchronized with, generated through, stored within, or otherwise made available to the Service by or on behalf of Customer or its Users, including: (a) Inputs; (b) files, documents, images, audio recordings, video recordings, communications, messages, and attachments; (c) account information, Workspace content, configuration settings, permissions, preferences, and personalization settings; (d) Conversation history, Memories, prompts, instructions, requests, commands, and related contextual information; (e) information accessed, retrieved, processed, synchronized, or transmitted through Connectors or Third-Party Solutions authorized by Customer; (f) metadata, logs, usage information, and system-generated records relating specifically to Customer's or its Users' use of the Service; and (g) any derivatives, copies, reproductions, compilations, or representations of the foregoing. Customer Data does not include: (i) Usage Data; (ii) aggregated, anonymized, or de-identified information that cannot reasonably be used to identify Customer, any User, or any individual; or (iii) Company Confidential Information. For clarity, Customer Data includes Conversation history, Memories, uploaded content, personalization information, and information obtained through Customer-authorized Connectors or integrations.
“Device” means an augmented reality headset, wearable computer, smart glasses device, or other hardware platform that is approved by Company for use with the Service and that is running Ari OS or is provisioned with the software applications, services, and components required for communication, management, synchronization, and operation with the Service.
“Free License” means a License granted by Company to access and use the Service free of charge.
“Input” means any prompt, instruction, question, request, command, content, file, document, communication, voice recording, image, or other information submitted by or on behalf of Customer or a User to the Service.
“License” means a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable right and license to access and use the Service pursuant to an applicable Subscription Tier or Free License.
“Memory” means contextual information, user preferences, settings, learned instructions, retained information, or other data that the Service stores and references to personalize future interactions.
“Output” means any response, content, recommendation, analysis, summary, transcription, communication, action, result, or other material generated by the Service in response to Input.
“Personal Data” has the meaning set forth in the DPA.
“Party” means Company or Customer individually, and collectively the “Parties”.
“Sensitive Data” means the following types and categories of data: the transfer of personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences.
“Service” means Company's hosted artificial intelligence platform and related services made available through Ari OS, Ari Applications, Ari Cloud, supported Devices, and other Company-designated access methods. The Service includes conversational AI functionality, Workspaces, account administration, device management, Conversation history, Memory functionality, document management, skills, connectors, integrations, synchronization services, analytics, and other features made available under the applicable Subscription Tier.
“Subscription” means Customer’s right to access and use the Service pursuant to a Subscription Tier during the applicable Subscription Period.
“Subscription Fee” means the fees, if any, associated with the applicable Subscription Tier as identified by Company at the time of purchase or renewal.
“Subscription Period” means the period during which Customer is authorized to access and use the Service pursuant to a Subscription Tier or Free License.
“Subscription Tier” means the tier selected by Customer, including any free or paid tier, together with the applicable features, functionality, and benefits made available by Company from time to time.
“Support Services” means the online support and helpdesk support services offered by Company as defined in Schedule 1 - Service Level Agreement (“SLA”).
“Third-Party Solutions” means any software, applications, platforms, tools, services, code, or components that are not owned, developed, or licensed by Company and that are provided, hosted, maintained, or supported by a third party. This includes any third-party applications, integrations, plug-ins, extensions, or add-ons (collectively, “Apps”), whether accessed through an applications marketplace, integrations directory, or similar offering made available in connection with the Services including, but not limited to, any third-party payment services. Third-Party Solutions include external software, platforms, AI models, data sources, communication services, APIs, and enterprise systems that Customer elects to connect to, access through, or use in conjunction with the Service.
“User” means an employee, contractor, representative, agent, or other individual authorized by Customer to access or use the Service under Customer’s Subscription.
“User Guide” means Company’s written technical documentation for the Service expressly designated by Company as the official User documentation and published by Company on its website.
"Workspace(s)" means a Customer’s organizational account and administrative environment within the Service through which Customer and its authorized Users access, administer, and manage Devices, Users, groups, applications, configurations, integrations, analytics, and other resources made available through the applicable Subscription Tier.
1.2 The Ari SaaS Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed in favor of or against either Party. All headlines for each section are intended solely for the Parties’ convenience, and none will affect the meaning of any provision. The words “herein”, “hereof” and words of similar meaning refer to the Ari SaaS Agreement as a whole. All references to “days” refer to calendar days, unless otherwise expressly set forth in the Ari SaaS Agreement. Any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provisions.
2. SERVICE, LICENCE, AND RIGHT OF USE
2.1 Service
2.1.1 Company makes the Service available to Customer on a Subscription basis, subject to Customer's fulfilment of Customer's obligations under this Ari SaaS Agreement including, without limitation, payment of any, and all, applicable Subscription Fees.
2.1.2 The Service is offered as a standard generic software, and the Subscription is not contingent on the delivery of any future functionality, or feature, and Company does not take any responsibility for Customer’s customization of the Service.
2.1.3 Company may provide updates, upgrades, patches, modifications, and enhancements to the Service at its sole discretion.
2.1.4 From time-to-time, the Service may include updates and new features in the form of preview programs to provide Customers an opportunity to evaluate and understand new concepts and functionality before they become part of the Service. Preview programs are optional, may be modified or discontinued at any time, and are provided “as-is” without warranties, service level commitments, or support obligations unless otherwise expressly stated by Company
2.2 Free License
2.2.1 Company may, at its discretion, provide Customer with a Free License. A Free License may be subject to limitations, restrictions, feature availability, usage caps, storage limits, or other requirements as determined by Company from time to time.
2.2.2 THE FREE LICENSE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT SERVICES EXCEPT AS EXPRESSLY PROVIDED BY COMPANY. COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUALITY. COMPANY DOES NOT WARRANT THAT THE SERVICE PROVIDED UNDER A FREE LICENSE WILL BE ERROR-FREE, SECURE, AVAILABLE, OR UNINTERRUPTED. SECTIONS 12 AND 13 SHALL NOT APPLY TO A FREE LICENSE. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 14 SHALL APPLY TO A FREE LICENSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARI SAAS AGREEMENT, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A FREE LICENSE SHALL NOT EXCEED US$100.00.
2.3 Customer’s License and Right of Use
2.3.1 Subject to Customer's compliance with the Ari SaaS Agreement and payment of any applicable Subscription Fees, Company grants Customer a non-exclusive, non-transferable License to access and use the Service during the applicable Subscription Period.
2.3.2 Customer’s License and right to use the Service will take effect on the date Customer accepts this Ari SaaS Agreement or first accesses the Service, whichever occurs first, and continues until otherwise terminated in accordance with the terms of this Ari SaaS Agreement.
2.3.3 Subject to the applicable Subscription Tier and payment of all applicable Subscription Fees, Customer may authorize an unlimited number of Users to access the Service. Subscription Fees are determined on the number of licensed Devices and not the number of Users.
2.3.4 Subject to the applicable Subscription Tier and payment of all applicable Subscription Fees, Customer may create and administer the Workspace(s) included with the applicable Subscription Tier. Customer may authorize Users to access such Workspace(s) and assign available roles and permissions through the Service.
2.3.5 Customer is responsible for the administration of its Workspace(s), all Users authorized to access the Service, and all activities conducted through such Workspace(s) and Users’ accounts. Customer shall (a) ensure that the Service is used only in accordance with the User Guide and this Ari SaaS Agreement, (b) prevent unauthorized access or use, and (c) prevent Customer and/or its Users from using the Service in a manner which could in any way harm Company's name, reputation, or goodwill, or which violates applicable laws or regulations.
2.3.6 Customer is responsible for all Inputs, prompts, instructions, Customer Data, Connector configurations, and permissions provided to the Service, and for all decisions, actions, and outcomes arising from Customer's or its Users' use of the Service.
Customer acknowledges that the Service utilizes artificial intelligence and machine learning technologies and that Outputs may be inaccurate, incomplete, outdated, offensive, biased, misleading, or otherwise unintended. Customer shall independently evaluate and verify Outputs before relying upon them or using them in connection with business, operational, legal, safety, regulatory, employment, medical, financial, or other important decisions.
Customer remains solely responsible for the accuracy, legality, appropriateness, and use of any Output, including any actions taken based upon such Output.
3. THIRD PARTY SOLUTIONS
3.1 Third‑Party Solutions may be integrated with, interoperable with, or made accessible through the Services, but are offered under separate terms and conditions determined solely by the applicable third party.
3.2 Company does not control and is not responsible for the availability, functionality, performance, security, or support of any Third‑Party Solutions.
4. RESTRICTIONS
4.1 No Assignment, Selling, Sub-licensing, Rental, Lending or Leasing
4.1.1 The License to the Service is non-transferable, whereas Customer may not assign, sell, sub-license, rent, lease or lend the License. This prohibition on transfer of Licenses does not limit Customer’s right to invite Users or change Users in accordance with Section 2.3.
4.1.2 Notwithstanding the above, a Party may assign this Agreement without consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Ari SaaS Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignments or transfers in violation of this Section 4.1 are void.
4.2 No Copying
4.2.1 Customer is not allowed to make any copies of the Service or its features and functions, except to the extent expressly permitted by applicable law. Similarly, Customer may not publish, distribute or otherwise make the Service available for others to copy.
4.3 Limitations on Reverse Engineering, De-compilation, and Disassembly
4.3.1 Customer may configure and integrate the Service using the functionality made available by Company and described in the User Guide. Except as expressly permitted by this Ari SaaS Agreement or the User Guide, Customer may not: i) amend, improve, modify, adapt, or otherwise create derivative works of the Service or any portion thereof; ii) incorporate the Service or any portion thereof into any other software, platform, product, or solution; iii) create derivative works based on the Service or its features and functionality; iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, or ideas of the Service; v) permit or assist any third party to engage in any of the foregoing activities.
4.4 Security
4.4.1 Customer may not use the Service to violate, tamper with, test, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or the Service itself, or to engage in, facilitate, or enable any unlawful, fraudulent, harmful, or unauthorized activity. Customer shall not upload, transmit, store, distributor, or otherwise make available through the Service any viruses, Trojan horses, worms, time bombs, corrupted files, malicious code, malware, ransomware, spyware, or other harmful or destructive code, files, scripts, agents, or programs intended to damage, interfere with, disrupt, intercept, expropriate, or gain unauthorized access to any system, data, device, personal information or property.
5. SUPPORT SERVICES
5.1 Support Services are provided by Company in accordance with the SLA. Support Services consist of helpdesk support, troubleshooting assistance, and other related assistance for the Service as set forth in the SLA.
5.2 Support Services do not include technical support, assistance, maintenance, and similar support which is caused by or relating to Customer´s own IT environment (first level support). Customer shall at its own costs and risk provide first level support from its own IT resources or third-party providers.
6. PRICE AND TERMS OF PAYMENT
6.1 Subscription Fees, if any, for access to and use of the Service are determined by the applicable Subscription Tier.
6.2 To the extent applicable, Subscription Fees are payable in advance in accordance with the billing frequency and payment terms selected by Customer at the time of purchase through Company’s designated payment processor or otherwise specified in the applicable Subscription Tier. Except where otherwise required by applicable law, Subscription Fees are non-refundable.
6.3 Customer may cancel automatic renewal of its Subscription through Company’s designated payment processor, or through such other subscription management functionality as Company may make available from time to time, and Customer shall continue to have access to the Service through the end of such Subscription Period unless this Ari SaaS Agreement is earlier terminated in accordance with its terms.
6.4 A cancellation of automatic renewal will take effect at the end of the then-current Subscription Period, provided that the cancellation is submitted before the applicable renewal charge is processed. If a renewal charge has already been processed by Company’s designated payment processor, the Subscription will renew for the applicable renewal Subscription Period and the corresponding Subscription Fees will remain due and non-refundable except as expressly provided in this Ari SaaS Agreement or required by applicable law.
6.5 Payment processing services may be provided by Company's designated third-party payment processor. Customer's use of such payment services may be subject to the applicable payment processor's terms and conditions, which Customer agrees to comply with as applicable.
6.6 For paid Subscription Tiers, Customer authorizes Company and its designated payment processor to charge Customer's selected payment method for all Subscription Fees, prorated charges, taxes, and other amounts due under this Ari SaaS Agreement, and to apply any prorated credits or billing adjustments in accordance with Company’s billing practices.
6.7 If any payment is declined, rejected, or otherwise cannot be processed, Company may suspend access to the Service until all outstanding amounts have been paid.
6.8 Subscription Fees do not include applicable sales, use, value-added, goods and services, withholding, or similar taxes, duties, levies, or governmental assessments. Customer shall be responsible for all such amounts, excluding taxes imposed on Company's net income.
7. SUBSCRIPTION PERIOD AND TERMINATION
7.1 Subscription Period
7.1.1 Customer’s Subscription remains in effect during the applicable Subscription Period unless earlier terminated in accordance with this Ari SaaS Agreement. Notwithstanding the foregoing, Customer may terminate the Subscription due to a material breach of this Ari SaaS Agreement by Company that remains uncured after Company has been provided a commercially reasonable opportunity to cure, or if a material change to the terms and conditions of the Ari SaaS Agreement comes into force that materially negatively impacts Customer’s use of the Service. If Customer terminates pursuant to this Section 7.1.1 and Customer is not in breach of this Ari SaaS Agreement, Company will refund any prepaid, unused Subscription Fees applicable to the remaining portion of the Subscription Period following the effective date of termination.
7.1.2 During the Subscription Period, for paid Subscription Tiers, Customer may add or remove Devices or upgrade its Subscription Tier. Charges and billing adjustments relating to Devices may be applied on a prorated basis based on the period during which a Device was registered to the applicable Workspace and the applicable billing period. Any downgrade of a Subscription Tier shall become effective upon the commencement of the next renewal Subscription Period. All billing adjustments shall be processed through Company's designated payment processor.
7.1.3 UNLESS CUSTOMER CANCELS AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 6, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS OF EQUAL LENGTH, AND CUSTOMER AUTHORIZES COMPANY TO CHARGE THE APPLICABLE RENEWAL SUBSCRIPTION FEES USING CUSTOMER'S DESIGNATED PAYMENT METHOD.
7.1.4 Company may provide notice of upcoming renewals and renewal charges by email, through the Service, through Customer's account portal, or through Company's designated payment processor.
7.1.5 Company may modify Subscription Fees for any renewal Subscription Period upon prior notice provided in accordance with Section 16.10. Any modified Subscription Fees shall become effective upon renewal of the applicable Subscription.
7.2 Termination or Suspension
7.2.1 In the event Customer is in material breach of any term, condition or provision of this Ari SaaS Agreement, in case of Customer’s insolvency or bankruptcy, or in the event Company investigates suspected violations, or for legal requirements, security incidents, or misuse of the Service, Company may, at its discretion, terminate, suspend or downgrade the Service without any notice. Notwithstanding anything to the contrary in this Ari SaaS Agreement, Company may modify, suspend, discontinue, or terminate a Free License at any time in Company’s sole discretion.
7.3 Consequences of Termination
7.3.1 Upon termination of this Ari SaaS Agreement, Customer shall immediately cease all use of the Service and all rights granted to Customer under this Ari SaaS Agreement shall terminate.
7.3.2 Following expiration or termination of the Subscription, Customer may retrieve or export Customer Data using functionality made available through the Service during the thirty (30) day period following the effective date of termination or expiration, unless: (a) Customer's access has been suspended or terminated due to unlawful conduct; (b) applicable law prohibits continued access; or (c) Company reasonably determines continued access would create a security risk. Following expiration of the applicable retrieval period, Company may delete Customer Data from active systems unless otherwise required by applicable law, regulatory requirements, legal process, dispute preservation obligations, or the terms of the DPA.
7.3.3 Notwithstanding the foregoing, Customer Data retained in routine backup systems shall remain subject to the confidentiality, security, and data protection obligations set forth in this Ari SaaS Agreement and the DPA and shall be deleted in accordance with Company's standard backup retention practices.
7.3.4 For purposes of this Section, Customer Data includes Conversation history, Memories, personalization settings, uploaded files, documents, communications, and other content maintained through the Service. To the extent functionality is available through the Service, Customer shall be permitted to review, export, modify, or delete such information prior to expiration of the applicable retrieval period.
7.3.5 Nothing in this Section shall require Company to delete: (a) aggregated, anonymized, or de-identified information that does not identify Customer, any User, or any individual; (b) system logs, audit records, security records, billing records, or operational records retained for legitimate business purposes; or (c) information retained pursuant to applicable law.
7.3.6 The following provisions shall survive expiration or termination of this Ari SaaS Agreement: Sections 4, 8, 9, 10, 13, 14, 15, this Section 7.3.6, and any other provisions that by their nature are intended to survive, including provisions relating to payment obligations, Customer Data, confidentiality, intellectual property rights, indemnification, limitations of liability, dispute resolution, data protection, and records retention.
8. CUSTOMERS DATA AND CUSTOMER WARRANTY
8.1 Customer shall own all right, title, and interest in and to its Customer Data. Company acquires no ownership rights in Customer Data except for the limited rights expressly granted under this Ari SaaS Agreement and the DPA.
8.2 Customer and its Users retain all right, title, and interest in and to any Input submitted to the Service.
Subject to Customer's compliance with this Ari SaaS Agreement and applicable law, Company grants Customer a non-exclusive, worldwide right to access, use, reproduce, display, perform, modify, distribute, and otherwise exploit Outputs generated through Customer's authorized use of the Service for Customer's internal business purposes.
Customer acknowledges that due to the nature of artificial intelligence technologies: (a) Outputs may not be unique; (b) the Service may generate the same or similar outputs for other customers; (c) Outputs may contain inaccuracies, omissions, biases, or unintended content; and (d) Outputs do not constitute professional, legal, medical, financial, safety, engineering, or regulatory advice.
8.3 Customer is responsible for the accuracy, quality, legality, source and appropriateness of all Customer Data. Customer represents, warrants, and covenants that: (a) Customer and its Users will access and use the Service in compliance with this Ari SaaS Agreement, the DPA, the User Guide, and all applicable laws and regulations; (b) Customer is solely responsible for all Customer Data submitted, uploaded, transmitted, stored, generated, retrieved, synchronized, or otherwise made available through the Service by or on behalf of Customer or its Users, including through Customer-authorized integrations, connectors, Third-Party Solutions, or other external services connected to the Service; and (c) Customer has obtained and will maintain all rights, permissions, consents, and authorizations necessary for Customer’s use of the Service and for Company’s processing, use of Customer Data as permitted under this Ari SaaS Agreement and the DPA, and such Customer Data and use thereof will not violate any applicable law or infringe, misappropriate, or otherwise violate the rights of any third party.
8.4 Customer acknowledges that certain Customer Data may constitute Personal Data or Sensitive Data and that the processing of such data is governed by the DPA. Customer shall not submit Sensitive Data to the Service except as permitted under the DPA or as otherwise expressly authorized by Company in writing. Customer remains solely responsible for determining whether Customer Data is appropriate for processing through the Service and for complying with applicable law. Company may remove, suspend access to, or require Customer to remove Customer Data that Company reasonably believes violates this Ari SaaS Agreement, the DPA, applicable law, or presents legal, regulatory, security, operational, or technical risk to the Service or its Users. Customer acknowledges that prompts, conversations, files, documents, media, and other Customer Data submitted or processed through the Service may contain Personal Data, and Customer is responsible for ensuring that such Customer Data is lawfully collected, used, disclosed, and submitted to the Service. All Customer Data uploaded to or processed through the Service shall comply with this Ari SaaS Agreement and the DPA.
8.5 Customer grants Company a worldwide, non-exclusive, royalty-free right and license to host, store, copy, process, transmit, display, retrieve, analyze, and otherwise use Customer Data solely as necessary to: (a) provide and operate the Service; (b) authenticate users and administer accounts; (c) provide Support Services; (d) secure, monitor, troubleshoot, and maintain the Service; (e) investigate abuse, fraud, security incidents, and violations of this Ari SaaS Agreement; (f) comply with applicable law; and (g) generate Outputs in response to Customer Inputs. Except as expressly authorized by Customer in a separately executed written agreement, Company shall not use Customer Data, Inputs, Conversations, Memories, files, communications, or Outputs generated from Customer Data to train, retrain, fine-tune, evaluate, benchmark, or otherwise improve Company's or any third party's artificial intelligence or machine learning models.
8.6 Customer may authorize the Service to access, retrieve, process, transmit, display, or interact with Customer Data and Third-Party Solutions through Connectors or integrations enabled by Customer. Customer is solely responsible for: (a) determining which Connectors and integrations are enabled; (b) granting appropriate permissions; (c) ensuring that Customer possesses all required rights and authorizations for such access; and (d) reviewing and supervising any actions performed through such integrations. Customer acknowledges that the Service may perform actions through authorized Connectors in response to User Inputs, including retrieving information, creating records, modifying records, generating communications, sending communications, initiating workflows, or interacting with Third-Party Solutions. Company is not responsible for inaccuracies, failures, delays, unauthorized changes, or data loss caused by Third-Party Solutions or Customer-authorized configurations.
8.7 Company may create and use aggregated, anonymized, and de-identified information derived from Customer Data for analytics, product improvement, security, operational, benchmarking, reporting, service administration, and business purposes, provided such information: (a) does not identify Customer, any User, or any individual; (b) cannot reasonably be re-associated with Customer, any User, or any individual; and (c) is not used to reconstruct Customer Data.
8.8 Company, its Affiliates, employees, contractors, agents, and authorized sub-processors may access Customer Data, Customer’s Workspace(s), and related account information solely to the extent reasonably necessary to provide Support Services, maintain and operate the Service, investigate security incidents, or otherwise fulfill Company’s obligations under this Ari SaaS Agreement.
9. CONFIDENTIALITY
9.1 For purposes of this Ari SaaS Agreement, “Confidential Information” means any non-public information disclosed by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in written, oral, electronic, visual, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information includes: (a) Customer Data; (b) technical data, software, source code, product plans, roadmaps, inventions, know-how, business methods, security information, and documentation; (c) pricing, commercial terms, business plans, forecasts, financial information, and marketing information; (d) information relating to Customers, suppliers, partners, personnel, or business operations; and (e) any other information that a reasonable person would understand to be confidential under the circumstances.
9.2 Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Ari SaaS Agreement; (b) was lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
9.3 The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely for purposes of exercising its rights and performing its obligations under this Ari SaaS Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and no less than a reasonable degree of care; (c) restrict access to Confidential Information to its employees, Affiliates, contractors, advisors, and service providers who have a legitimate need to know such information and who are subject to confidentiality obligations no less protective than those contained herein; and (d) not disclose Confidential Information except as expressly permitted by this Ari SaaS Agreement.
9.4 Except as expressly permitted by this Ari SaaS Agreement, the DPA, or Customer's instructions, Company shall not access, use, disclose, or make Customer Data available to any third party except as reasonably necessary to: (a) provide, operate, secure, maintain, and support the Service; (b) comply with applicable law; (c) investigate security incidents, misuse, or fraud; or (d) enforce Company's rights under this Ari SaaS Agreement.
9.5 A Receiving Party may disclose Confidential Information where required by applicable law, regulation, court order, governmental request, or legal process, provided that, unless prohibited by law, the Receiving Party: (a) promptly notifies the Disclosing Party; (b) reasonably cooperates with the Disclosing Party's efforts to seek confidential treatment, protective orders, or other appropriate remedies; and (c) discloses only the portion of Confidential Information legally required to be disclosed.
9.6 Upon written request of the Disclosing Party or expiration or termination of this Ari SaaS Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except to the extent: (a) retention is required by applicable law; (b) retention is permitted under the DPA; (c) information is maintained in routine backup systems; or (d) retention is reasonably necessary to establish, exercise, or defend legal claims.
9.7 The obligations of this Section 9 shall survive termination or expiration of this Ari SaaS Agreement for five (5) years; provided, however, that trade secrets and Customer Data shall remain protected for so long as they constitute trade secrets or Confidential Information.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Company and its licensors retain all rights, title and interest in and to the Service, the User Guide, and all associated intellectual property rights. Any modifications, enhancements, derivative works, or customized software relating to the Service shall be owned by Company unless otherwise agreed to in writing by the parties.
10.2 Except for the limited license rights expressly granted under this Ari SaaS Agreement, Customer is not granted any other rights, title or interest in the Service or any related intellectual property. Customer will promptly notify Company of any unauthorized use of the Service or infringement of Company's intellectual property rights of which Customer becomes aware.
10.3 Customer may provide suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Service (“Feedback”). Customer hereby grants Company a worldwide, perpetual, irrevocable, royalty-free right and license to use, incorporate, disclose, and otherwise exploit such Feedback without restriction or obligation to Customer.
10.4 Except for licenses to Third-Party Solutions, if applicable, that may have been integrated into the Service, Company does not provide Customer with any licenses or rights of use to Third-Party Solutions, copyrights, patents or other intellectual property rights held by a third party. Customer must, at Customer's own expense, license and maintain any such licenses from third parties which are required by Customer for usage of the Service.
11. SUBCONTRACTORS
11.1 Company may engage subcontractors and service providers in connection with the operation and provision of the Service. To the extent such subcontractors process Personal Data, the DPA shall govern.
12. COMPANY WARRANTIES, DISCLAIMERS, AND CUSTOMER’S EXCLUSIVE REMEDIES
12.1 Company warrants that the Service will perform materially in accordance with the User Guide under normal use and circumstances. Company further warrants that it will not materially reduce the core functionality of the Service during the applicable Subscription Period.
12.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), STATUTORY OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. COMPANY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY SOLUTIONS OR ANY THIRD-PARTY HOSTING PROVIDERS.
12.3 THE WARRANTIES, REMEDIES, AND SERVICE LEVEL COMMITMENTS SET FORTH IN THIS SECTION 12 AND THE SLA DO NOT APPLY TO A FREE LICENSE.
12.4 COMPANY DOES NOT WARRANT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM BREAKDOWNS, MALFUNCTIONS, CYBERATTACKS, OR ISSUES ARISING FROM THIRD PARTY SOLUTIONS.
12.5 Company shall use commercially reasonable efforts to remedy errors and defaults in the Service. If the error is immaterial, the error may be remedied with the next version update. A default or error in the Service shall be deemed material only if it has a negative effect on the functionality of the Service as a whole or if it prevents the operation or use of the Service.
12.6 Customer’s sole and exclusive remedy and Company’s entire liability for a material default in the Service shall be as follows: Company shall have a reasonable opportunity to investigate and cure the default so that the Service materially conforms to the warranties set forth in Section 12.1 and the applicable User Guide, and if Company is unable to provide such Service within a commercially reasonable time following receipt of written notice of the default, Customer shall be entitled to terminate the Ari SaaS Agreement and receive a refund in accordance with Section 7.1.1.
13. THIRD-PARTY INFRINGEMENT CLAIMS
13.1 Provided Customer complies with the procedures in this Section 13.1, Company shall defend Customer against claims made against Customer by a third party alleging that Customer’s use of the Service infringes a patent, copyright, or trademark of a third party or misappropriates such party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by Company and/or by its use in accordance with this Ari SaaS Agreement and the applicable User Guide. Company's obligations under this Section shall not apply to claims arising from: (a) modifications to the Service not made or authorized by Company; (b) use of the Service in combination with products, services, software, hardware, content, or data not provided, approved, required, or contemplated by Company documentation, but only to the extent that such combination gives rise to the claim; (c) use of the Service in violation of this Ari SaaS Agreement or applicable documentation; (d) Customer's continued use of the allegedly infringing Service after Company has provided a substantially equivalent non-infringing alternative; or (e) compliance with Customer specifications, instructions, or requirements. Company shall have no indemnification obligation for claims arising from: (i) Customer Inputs; (ii) Customer Data; (iii) Outputs modified by Customer or a third party; or (iv) Customer's use of Outputs in a manner not permitted by this Ari SaaS Agreement. Promptly upon receiving notice of a Claim, Customer shall give the Company written notice of the Claim and give Company sole control of the defense and settlement of the Claim, and Customer shall provide all reasonable assistance in the defense or settlement of such Claim. Company shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Company in connection with such Claims (provided that Company cannot, without Customer’s prior written approval, make any admissions of fact that expose Customer to an imposition of damages or other claims). Company may, at its own expense and option, offer to either i) secure rights of use for the benefit of Customer, ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.
13.2 Provided that Company complies with the procedures in this Section 13.2, Customer shall defend Company against any claims made or brought against Company by a third party alleging infringement or violation of the third party’s property, privacy or other rights (in this paragraph a “Claim”) caused by use of Customer Data, Customer’s use of the Service in violation of the Ari SaaS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products. Promptly upon receiving notice of a Claim, Company shall give Customer a written notice of the Claim and give Customer sole control of the defense and settlement of the Claim, and Company shall provide all reasonable assistance in the defense or settlement of such Claim. Customer shall pay damages, and all reasonable costs, finally awarded against Company by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Customer in connection with such Claims, (provided that Customer cannot, without Company’s prior written approval, make any admissions of fact that expose Company to an imposition of damages or other claims).
13.3 This Section 13 sets forth each Party's sole and exclusive remedies, and the other Party's sole and exclusive obligations, with respect to third-party claims subject to indemnification under this Section.
14. LIABILITY, EXCLUSIONS AND LIMITATIONS OF LIABILITY
14.1 Company shall only be liable for loss or damage if it is proven that the loss or damage is foreseeable and due to the fault or negligence of Company in connection with the Service. The provisions of this Section 14 with its limitations and exclusions are in effect to the maximum extent permitted by applicable law.
14.2 EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S INFRINGEMENT OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS OR (B) CUSTOMER’S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, AND ITS USERS, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES OR LOSS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, SAVINGS, TIME, CUSTOMER DATA OR DAMAGE TO RECORDS OR CUSTOMER DATA, OR LOSS AS A CONSEQUENCE OF ANY OTHER KIND OF BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICE OR SUPPORT SERVICES OR ANY INADEQUATE OR FAULTY PERFORMANCE HEREOF, UNDER ANY THEORY OF RECOVERY, INCLUDING LIABILITY ARISING BY WAY OF INDEMNITY, IN CONTRACT OR IN TORT, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
14.3 EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S INFRINGEMENT OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS; (B) CUSTOMER’S BREACH OF SECTION 4; (C) CUSTOMER’S FAILURE TO PAY SUBSCRIPTION FEES OR OTHER AMOUNTS DUE UNDER THIS ARI SAAS AGREEMENT, OR (D) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13, THE MAXIMUM AGGREGATE LIABILITY OF A PARTY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS ARI SAAS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
14.4 This Ari SaaS Agreement governs the Service only. Any warranties, liabilities, or obligations relating to Devices or other hardware are governed solely by the applicable hardware purchase agreement, warranty, or terms of sale accompanying such Device. Nothing in this Ari SaaS Agreement shall expand or modify Company's obligations with respect to any Device or other hardware. The exclusions and limitations of liability stated in Sections 14.2 and 14.3 shall apply to the fullest extent permitted by law.
14.5 Company is not responsible for any Third-Party Solutions even if made available with the Service. Company cannot be held liable for the accuracy, completeness, quality, or reliability of the information nor the results obtained through Third-Party Solutions. Similarly, Company cannot be held liable for the availability, security, or functionality of any Third-Party Solutions, including possible damages and/or loss caused by Third-Party Solutions. The burden is upon Customer to prove that a loss suffered by Customer cannot be attributed to Third-Party Solutions.
14.6 Customer acknowledges that artificial intelligence technologies are probabilistic in nature and that Outputs may contain inaccuracies, omissions, outdated information, or unintended content. Subject to Company's obligations under this Ari SaaS Agreement, Company shall not be responsible for decisions made by Customer or Users based upon Outputs, including business, operational, employment, legal, medical, financial, engineering, safety, or regulatory decisions.
15. APPLICABLE LAW AND VENUE
15.1 Applicable Law: This Ari SaaS Agreement and its Schedules are governed by the laws of the State of Washington, USA and shall be construed and enforced in accordance with these laws, without giving effect to its conflicts-of-laws or choice-of-law rules, and that the rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of this Agreement.
15.2 Disputes and Venue: Any dispute relating to this Ari SaaS Agreement ("Dispute") will be resolved through binding arbitration according to the then-current Commercial Arbitration Rules of the American Arbitration Association (the "AAA Rules"). The existence, content (including all documents and materials submitted to the arbitrators), and results of any arbitration shall be deemed Confidential Information. The arbitrator will be a neutral practicing attorney or retired judge with experience in similar cases and appointed in accordance with the AAA Rules. The arbitrator must agree in writing to maintain the confidentiality of the arbitration. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. The substantially prevailing Party will be entitled to recovery of arbitration expenses (including all costs and reasonable attorney's fees) from the substantially non-prevailing Party. The arbitrator's award will include provisions for this recovery. The arbitrator's award will be binding and final. Any court having jurisdiction may enter judgment upon the award. The arbitration will be conducted in English and may be conducted in person in Vancouver, WA, by telephone, video conference, or through written submissions, as determined by the arbitrator. This Agreement is governed by, and the arbitrator will apply, the substantive laws of the State of Washington excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods expressly will not apply to this Agreement. Nothing in this Ari SaaS Agreement shall limit any consumer rights that may not be waived under applicable law.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.
15.3 Right to injunctive relief: Notwithstanding Sections 12, 14.2, 14.3, and 15.2, each Party acknowledges that any actual or threatened breach of the Ari SaaS Agreement or unauthorized use of the Service may cause irreparable harm to the other Party and, therefore, a Party shall be entitled to seek injunctive or other equitable relief in any jurisdiction.
16. GENERAL PROVISIONS
16.1 Export Control and Sanctions. The Service, and the technology made available, may be subject to export laws and regulations of the United States and/or other jurisdictions. Customer represents that neither Customer nor its Users are named on any denied-persons list under any jurisdiction, and Customer may not permit Users to access or use, or otherwise make available, whether directly or indirectly, the Service into an embargoed, sanctioned, or otherwise restricted country without first complying with all applicable export control laws and regulation.
16.2 Anti-Corruption. Each Party shall comply with all applicable anti-bribery and anti-corruption laws in connection with its activities under this Ari SaaS Agreement, including, where applicable, the United States Foreign Corrupt Practices Act and similar laws of other jurisdictions.
16.3 No Waiver, Headings. No failure or delay by Company in exercising any right under this Ari SaaS Agreement shall constitute a waiver of that right or any other right. Any waiver must be in writing and shall not affect Company's right to enforce any provision of this Ari SaaS Agreement at a later time. Section headings are for convenience only and shall not affect the interpretation of this Ari SaaS Agreement.
16.4 Severability. In the event that any of the provisions of this Ari SaaS Agreement shall be determined by any court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall be enforced to the fullest extent permissible and otherwise, modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Ari SaaS Agreement shall continue to be valid between the Parties.
16.5 Change of Terms. Company may modify this Ari SaaS Agreement from time to time upon at least thirty (30) days' prior notice provided by email, through the Service, through Customer's Workspace or account portal, or by other reasonable electronic means. Changes shall not become effective until the expiration of the applicable notice period. If a modification materially reduces Customer's rights or materially increases Customer's obligations under this Ari SaaS Agreement, Customer may cancel its Subscription before the effective date of the modification. Continued use of the Service after the effective date of a modification constitutes acceptance of the modified terms.
16.6 Independent Contractors. Company and Customer are independent contractors. The Ari SaaS Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
16.7 No Third Party Beneficiaries. The Ari SaaS Agreement is solely for the benefit of Customer and Company and it is not intended to benefit or be enforceable by any third party. The exercise of a Party’s rights under these terms and conditions is not subject to the consent of any third party.
16.8 Force Majeure. Neither Party shall be liable to the other Party for delay or non-performance of its obligation or loss or damages if caused by an event which is unforeseeable, beyond the control of the non-performing party, and cannot be remedied by the exercise of commercially reasonable efforts (“Force Majeure”). Force Majeure shall include, without limitations acts of God, perils of the sea or air, fire, flood, drought, explosion, earthquakes or other catastrophes; strikes or other labor unrest; power failures, global pandemic including but not limited to Covid-19 and variants thereof, electrical power surges or current fluctuations; nuclear or other civil or military emergencies; or acts of legislative, judicial, executive, or administrative authorities; terror, sabotage, cybersecurity attacks, events of computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or any other circumstances that are not within the Party’s possession or reasonable control. The Party affected shall be relieved from its obligations (or part thereof) as long as performance is hindered due to Force Majeure, being understood that Force Majeure shall not excuse any obligation of payment of Subscription Fees. The Party affected shall promptly notify the other Party. Either Party may terminate the Ari SaaS Agreement if the event of Force Majeure continues for more than forty-five (45) days.
16.9 Remedies. Except as otherwise limited or excluded herein, all remedies in this Ari SaaS Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise, and may be enforced concurrently or from time to time.
16.10 Notices. Unless otherwise expressly provided in this Ari SaaS Agreement, notices required or permitted under this Ari SaaS Agreement may be provided by email, through the Service, through Customer's Workspace or account portal, or by other reasonable electronic means designated by Company. Notices to Customer shall be delivered using the contact information associated with Customer's account or through the Service. Notices to Company shall be sent to the Legal Department at legal@realwear.com or such other address as Company may designate from time to time.
16.11 Entire Agreement. The Ari SaaS Agreement constitutes the entire agreement between Company and Customer regarding the Service.
SCHEDULE 1
ARI
SERVICE LEVEL AGREEMENT
This is the SLA for the Ari SaaS Agreement. This SLA identifies the expected level of support and response times for the Subscription.
1. Account Types and Eligibility
The features, functionality, benefits, and limitations associated with each Subscription Tier are those made available by Company at the time of purchase and as otherwise reflected within Customer's Workspace, billing portal, User Guide, and other applicable documentation made available by Company from time to time.
2. Online Support and Helpdesk Support
2.1 Online Support. Customers can find complete product documentation and guides plus answers to frequently asked questions on our website as follows:
https://support.realwear.com/knowledge.
2.2 Helpdesk Support. Helpdesk support is available in accordance with the Subscription Tier set forth in the table below. To obtain assistance from the Company Support Team email:
SUBSCRIPTION TIER: CORE
Support Availability*: 24x5
Knowledge Base Online Access: Included
Email Support - Time to First Reply: N/A
SUBSCRIPTION TIER: PRO
Support Availability*: 24x5
Knowledge Base Online Access: Included
Email Support - Time to First Reply: 7 business days
SUBSCRIPTION TIER: ULTRA
Support Availability*: 24x5
Knowledge Base Online Access: Included
Email Support - Time to First Reply: 3 business days
* 24/5 means twenty-four (24) hours per day, five (5) days per week Monday through Friday, excluding Company-observed holidays.
3. Severity Levels and Response Times
The levels of severity, description of the support request and response times are provided below:
Severity 1
Description: Entire loss of functionality, server operation impact. Majority of users impacted.
Target Response: Next Business Day
Severity 2
Description: Major loss of functionality. High user impact
Target Response: Next Business Day
Severity 3
Description: Partial, non-critical issue; operations not severely impacted. Low user impact.
Target Response: Within 5 Business Days
Severity 4
Description: Inquiry for information
Target Response: Within 5 Business Days
4. Requests Requirements
Requests lacking the information below may not be considered as part of the SLA:
To receive Support Services, and for Company to maintain the service level set forth in this SLA, Customer shall cooperate with Company to resolve support incidents.
Customer shall have adequate technical expertise and knowledge of their configuration of Company’s software and provide relevant information to enable Company to reproduce, troubleshoot, and resolve the incident or issue identified by Customer.
As a minimum, the following information shall be provided by Customer, whenever possible, to ensure Company’s ability to address support requests:
Detailed description of the issue with as much detail as can be provided.
The error message provided and exact steps to reproduce the error.
The User(s) that are affected by the issue.
Applicable screenshot or video capture.
5. General Responsibilities of Customer
Customer will be responsible for:
Reporting errors promptly.
Providing sufficient information for Company to duplicate the error, assess the situation, and undertake any needed or appropriate corrective action.
Alternatively, following instructions or suggestions from Company regarding use, maintenance, upgrades, repairs, workarounds, or other related matters.
Company’s successful response and provision of Helpdesk Services is subject to Customer’s assistance and compliance, including:
At Company’s reasonable request, Customer will provide Company with reasonable access to Customer’s personnel and equipment during normal business hours to discuss and assess any problems or requests for assistance.
Customer will document and promptly report all errors or malfunctions of the Service to Company.
It is Customer’s responsibility to carry out the procedures necessary to correct any errors or malfunctions within a reasonable time after such procedures have been received from Company.
6. Reproducing Errors
Company must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Company to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate.
7. Exclusions
Issues that arise under the following circumstances will not be subject to the terms of this SLA or the Ari SaaS Agreement:
Response to requests can be delayed up to 24 hours during any holiday period.
In all cases of scheduled maintenance, as notified to Customer 48 hours in advance, and emergency maintenance where Customer is notified 4 hours in advance, are both excluded from this SLA.
Emergency maintenance carried out with less than 4 hours’ notice may be exempt, should the impact of not carrying out the maintenance cause a breach of the SLA.
Support to third party authoring tools not supported by Company.
Support to third party system or platform integration, where the integration is not developed or managed by Company.