MSA Terms

GENERAL TERMS AND CONDITIONS

This AARU SERVICES AGREEMENT (“Agreement”), effective as of the date of the last signature of the applicable SOW or Order (“Effective Date”), is entered into by and between Aaru, Inc. (“Aaru”) and the person or legal entity named in the applicable SOW or Order (“Customer”) and governs Customer’s purchase and use of certain Aaru product and services offerings (collectively, “Services”). This Agreement includes these General Terms and Conditions (“Terms”), together with the SOWs, Orders, and any other terms, exhibits, addenda, policies, program guides, and other documents referenced in or attached to Customer’s applicable SOWs or Orders, all of which are incorporated into this Agreement by reference.

If Customer has signed a separate services agreement (the “SA”) with Aaru then such SA shall govern the relationship between the parties and these Terms shall have no force and effect.

These Terms can be updated from time to time in accordance with Section 10.1 below. Customer is responsible for regularly reviewing the most recent version of these Terms.

1. SERVICES

   1. Orders. From time to time, the parties may enter into an order (“Order”) for Customer’s purchase of certain Services for use by the Customer, including on behalf of Customer’s clients (“Clients”). Each Order will set forth: (a) the purchased Services; (b) the fees to be paid by Customer to Aaru for such Services; and (c) the deliverables, work product, and other output to be delivered to Customer by Aaru as part of the Services (collectively, “Deliverables”).

   2. Service-Specific Addenda. Customer’s access to and use of certain Services may be conditioned on Customer’s agreement to additional Service-specific terms and conditions (“Services Addendum”), which are incorporated into and subject to this Agreement.

   3. Professional Services. From time to time, the parties may agree for Aaru to perform certain professional services by executing a statement of work (“SOW”). Such SOWs will be incorporated into and subject to the terms of this Agreement.

   4. Acceptable Use. Customer will at all times use, and will only permit the use of, the Services and Deliverables in compliance with this Agreement and the Acceptable Use Policy, made available for Customer at /policies/acceptable-use and as may be updated from time to time (“Acceptable Use Policy”).

   5. Prohibitions. Customer will not, and will not permit any third party to: (a) use any third-party intellectual property or technology in connection with the Services in contravention or absence of any necessary permissions, consents or use rights; (b) use the Services or any part thereof (including the Deliverables) to develop or improve a similar or competing product or service; or (c) use the Services in violation of, or to facilitate the violation of, applicable laws and regulations.

   6. Suspension; Termination. Aaru reserves the right to immediately suspend or terminate Customer’s access or use of the Services at any time if it has a reasonable basis to believe that: (a) Customer or its Authorized Users or Clients are in violation of the Acceptable Use Policy or the provisions of this Agreement; (b) Customer’s continued use of the Services poses an imminent and material security risk to the Services; (c) Customer’s continued use of the Services, to the extent in an unauthorized manner, will subject Aaru, Aaru’s affiliates, or any of Aaru’s customers or third party contractors used to provide Services, to imminent and material liability; or (d) Customer’s continued use of the Services is illegal.

2. INTELLECTUAL PROPERTY

   1. Customer Data. As between the parties, Customer and Customer’s licensors will retain all right, title, and interest, including all intellectual property rights therein, in and to the Customer Data. Customer grants to Aaru and its contractors a non-exclusive, worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use and reproduce the data and content provided by or on behalf of Customer to Aaru for the Services (“Customer Data”) solely to provide, develop, improve and support the Services or as otherwise provided in this Agreement. Customer is solely responsible for all Customer Data, including for ensuring that Customer has sufficient rights to use such Customer Data. Except as otherwise expressly authorized by Aaru, Customer Data must not include, and Customer represents and warrants that it will not provide, any information relating to an identified or identifiable natural person or any other data or information that constitutes personal data or personal information under any applicable data protection law.

   2. Deliverables. Subject to the terms and conditions of this Agreement and payment of all fees due, Aaru grants to Customer a non-exclusive (except as expressly set forth in this Agreement), worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use the Deliverables in accordance with the Acceptable Use Policy.

   3. Aaru Technology. As between the parties, Aaru and its licensors exclusively own retain all right, title, and interest, including all intellectual property rights therein, in and to the Services (including any machine-learning models used for the Services) and other software, technology and methodologies created by or for, or licensed to, Aaru, together with any updates to or outputs or derivative works of the foregoing (“Aaru Technology”). Except for the rights and licenses expressly granted in this Agreement, Aaru, on behalf of itself and its licensors, reserves all rights in the Services, including any machine-learning model used in the Aaru Technology.

   4. Feedback. Notwithstanding anything to the contrary, if Customer provides Aaru with feedback, such as suggestions or ideas regarding the Aaru Technology, then Aaru has the irrevocable right to exercise all rights in such feedback without restriction.

   5. Usage Data. Aaru may collect and use aggregated, anonymized technical and operational data generated by Customer’s use of the Services including but not limited to feature usage, performance metrics, and error logs (“Usage Data”) to develop and improve the Services. Usage Data excludes Customer Data and does not constitute Customer’s Confidential Information. Aaru will retain all right, title, and interest, including all intellectual property rights therein, in and to Usage Data. Aaru will not use Usage Data to identify or re-identify Customer or any individual.

3. PAYMENT

   1. Fees. Customer will pay all fees in accordance with each applicable SOW or Order. Customer will pay each invoice in full, within 30 days after the date of the electronic invoice to the email address provided by Customer. Except in the case of a good faith dispute of the invoice, Customer may not reduce any amount payable to Aaru under this Agreement due to any counterclaim, set-off, adjustment, or other claim Customer might have against Aaru, any other party, or otherwise.

   2. Credits. Customer may be required to purchase credits to pre-pay future fees for Customer’s access and use of the Services. Such credits cannot be refunded or transferred.

   3. Taxes. All payments under this Agreement will be made without any deduction for any taxes, except as to taxes based on the net income or property of Customer or Aaru, or withholding taxes imposed in lieu thereof, and then only as required by law. Payments due will be increased so that amounts received by Aaru after the deduction of taxes imposed by any governmental authority will be equal to the amounts required under this Agreement if no taxes were due. Aaru may invoice Customer for sales, use, value added, goods, services, or similar taxes directly attributable to Customer’s receipt of Services under this Agreement. Customer will indemnify Aaru for the full amount of applicable taxes.

4. CONFIDENTIALITY

   1. Definition. “Confidential Information” means information that: (a) is non-public and related to a party or such party’s technology or business (including Customer Data); or (b) due to the nature of the information or circumstances of disclosure, the receiving party should reasonably understand to be confidential. The contents of this Agreement are deemed to be Confidential Information of Aaru. The obligations of confidentiality do not apply to information that: (i) is or becomes generally publicly known without fault or breach by receiving party; (ii) the receiving party obtains (rightfully and without restriction on use or disclosure) from a third party entitled to make the disclosure; or (iii) is independently developed by receiving party without using disclosing party’s Confidential Information.

   2. Rights and Obligations. The recipient of Confidential Information will: (a) protect it from unauthorized disclosure with at least a reasonable degree of care; and (b) not use it except as necessary to exercise rights or fulfill obligations under this Agreement. Each party may disclose the Confidential Information to its affiliates and employees, contractors, accountants, auditors and legal advisors, only on a need-to-know basis, who are bound to confidentiality terms consistent with those in this Agreement. On termination of this Agreement, the receiving party will, at the disclosing party’s request, return all originals, copies, reproductions, and summaries of Confidential Information, or at the disclosing party’s option, certify destruction of same. Notwithstanding the foregoing, each party may retain a copy of the other party’s Confidential Information pursuant to standard backup and data retention policies, which will remain subject to the confidentiality requirements in this Agreement.

   3. Third Party Requests. This Agreement will not prevent the receiving party from disclosing the other party’s Confidential Information to a court or governmental body pursuant to a valid court order, law, subpoena, or regulation, but only if the receiving party: (a) gives prompt notice (or the maximum notice permitted under law) before making the disclosure, unless prohibited by law; (b) reasonably assists the disclosing party, at the disclosing party’s cost, in its lawful efforts to resist or limit such disclosure; and (c) discloses only that portion of Confidential Information that is legally required to be disclosed.

   4. Publicity. No party shall use, or authorize others to use, the name, symbols, trademark, trade name or logo of another party or refer to the terms of this Agreement in any publication, press release or promotional material with respect to the Services, without the prior written approval of the other party; provided, however, that:

      1. Customer may reference Aaru’s name and a general description of the Services provided in connection with any use of Deliverables without any reference to any Confidential Information;

      2. Aaru may release a press release speaking generally about its customers’ use of the Services, including by referencing Customer’s name and a general description of what Customer and other customers have leveraged the Services.

5. PRIVACY AND SECURITY. Aaru will (a) use commercially reasonable efforts to establish and maintain technical safeguards designed to prevent the unauthorized access, use, storage, or disclosure of Customer Data and (b) comply with all applicable privacy and data protection requirements in its performance of the Services.

6. WARRANTIES; DISCLAIMERS

   1. Limited Warranty. Aaru warrants that it will perform the Services with professional care and skill, in material conformance with the Agreement and applicable Order. If any material breach of the warranty in this Section 6.1 (excluding any non-conformity caused by Customer’s breach of this Agreement) persists without cure more than 30 days after Customer’s notice to Aaru of the breach, then Customer may terminate the affected Services immediately upon written notice, and, as Customer’s exclusive remedy, Aaru will refund to Customer any prepaid fees covering the remainder of the applicable Subscription Term for the non-conforming Services following termination.

   2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 6.1 OR AS OTHERWISE EXPRESSLY PROVIDED IN A SERVICES ADDENDUM, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AARU DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

   3. Deliverables. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT GENERATIVE ARTIFICIAL INTELLIGENCE TECHNOLOGY IS A DEVELOPING AREA OF TECHNOLOGY. ALTHOUGH AARU IS ALWAYS WORKING TO DEVELOP AND IMPROVE ITS ARTIFICIAL INTELLIGENCE CAPABILITIES, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER’S USE OF THE DELIVERABLES IS AT CUSTOMER’S SOLE RISK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, THE DELIVERABLES ARE PROVIDED “AS IS”. THE DELIVERABLES ARE SYNTHETICALLY GENERATED AND ARE INHERENTLY PROBABILISTIC IN NATURE. WITHOUT LIMITING ITS OTHER DISCLAIMERS, AARU DOES NOT WARRANT THAT THE DELIVERABLES: (A) WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS; (B) WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE; OR (C) ARE DESIGNED FOR ANY PURPOSE REQUIRING FAIL-SAFE PERFORMANCE FOR WHICH FAILURE COULD RESULT IN DEATH, PERSONAL INJURY OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE. THE DELIVERABLES DO NOT CONSTITUTE, AND SHALL NOT BE CONSTRUED AS MEDICAL, LEGAL, HEALTH, FINANCIAL, INVESTMENT, OR ANY OTHER FORM OF PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE RELIED ON FOR MEDICAL, LEGAL, HEALTH, FINANCIAL, INVESTMENT, OR OTHER HIGH-RISK USES. HUMAN REVIEW SHOULD BE EXERCISED BEFORE MAKING DECISIONS BASED OFF OF THE DELIVERABLES THAT MAY PRODUCE LEGAL EFFECTS CONCERNING INDIVIDUALS OR PRESENT SIGNIFICANT RISK OF HARM TO INDIVIDUALS. CUSTOMER IS SOLELY RESPONSIBLE FOR USING DISCRETION, INCLUDING BY USING HUMAN REVIEW, TO DETERMINE WHETHER THE DELIVERABLES ARE APPROPRIATE FOR CUSTOMER’S USE CASE.

7. THIRD-PARTY CLAIMS

   1. By Customer. Customer will defend Aaru and its officers, directors, and employees against any third-party suits, claims, actions, or demands (“Claims”) to the extent arising from: (a) Customer Data; (b) Customer’s use of the Deliverables; (c) Customer’s material breach of this Agreement; or (d) Customer’s gross negligence or willful misconduct.

   2. By Aaru. Aaru will defend Customer and its officers, directors, and employees against any third-party Claims to the extent arising out of: (a) any actual or alleged infringement of such third-party’s intellectual property rights by the Services; or (b) Aaru’s gross negligence or willful misconduct.

   3. Process. Each party’s duty to defend the other is subject to the defended party: (a) providing prompt notice of any actual or threatened Claim; and (b) cooperating and, at the defending party’s reasonable request and expense, assisting in such defense. Neither party will stipulate, acknowledge, or admit fault or liability on the other’s part without the other’s prior written consent.

8. LIMITATION OF LIABILITY; INSURANCE

   1. Limited Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL, CUMULATIVE LIABILITY RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE APPLICABLE SERVICES GIVING RISE TO THE CLAIM DURING THE 12-MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

   2. Excluded Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR LOSS OF BUSINESS OR REPUTATION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE.

   3. Applicability. The foregoing limitations of liability and disclaimer of damages do not apply to: (a) a breach of confidentiality obligations under Section 4; (b) a party’s duty to defend under Section 7; (c) infringement or misappropriation by a party of the other party’s intellectual property rights; or (d) tort actions for a party’s gross negligence or willful misconduct (separate and distinct from an action for breach of this Agreement).

   4. Insurance. During the term of this Agreement, Aaru will, at its expense, maintain appropriate insurance coverage applicable to its performance of its obligations under this Agreement, including general commercial liability insurance and/or professional liability insurance.

9. TERM AND TERMINATION

   1. Term. This Agreement begins on the Effective Date and continues until terminated in accordance with Section 9.2 below or as expressly set forth in an addendum.

   2. Termination. Each party may terminate this Agreement in its entirety: (a) on 30 days’ prior notice to the other, if at the time of notice there are no SOWs or Orders in effect; (b) immediately on notice by the party subject to a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, that such party is enforcing their right to reject this Agreement which is an executory contract; or (c) immediately on notice if the other party materially breaches this Agreement and does not cure such breach within 30 days’ after written notice thereof. Each party may terminate an Order immediately on notice if the other party materially breaches this Agreement or the applicable Order for the affected Services and does not cure such breach within 30 days after written notice thereof. Termination of the Agreement will terminate all Orders then in effect.

   3. Effect of Termination. Upon expiration or termination of an SOW, Order or this Agreement in its entirety, Customer will stop accessing and using the applicable Services and all corresponding rights granted to Customer in this Agreement will terminate. Within 30 days following expiration or termination of an SOW or Order or this Agreement in its entirety, Customer will pay all remaining amounts, if any, payable under this Agreement for the Subscription Term applicable to any terminated SOW or Orders, regardless of the due dates in the SOWs or Orders.

   4. Survival. Sections 2, 3 (as applicable), 4, 5, 6, 7, 8, 9.3, 9.4, and 10, together with any other terms required for their construction or enforcement, will survive termination or expiration of this Agreement.

10. MISCELLANEOUS.

    1. Amendment. Aaru may update or amend these Terms on thirty (30) days’ written or electronic notice. Continued access to or receipt of the Services after the notice period constitutes acceptance of the updated Terms. Any modification of an SOW, Order, or Services Addendum must be in writing and executed by authorized representatives of both parties.

    2. Relationship. The parties are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, or other relationship.

    3. Notices. Customer will send all notices related to this Agreement in writing to Aaru, Inc. 228 Park Ave S PMB 794812, New York, New York 10003-1502 US with a copy to legal@aaru.com. Aaru will send all notices related to this Agreement in writing to Customer at Customer’s address provided in the applicable SOW or Order, with a copy to Customer’s email address in the applicable SOW or Order (or electronically to that address alone). Each party may update the email address used for its receipt of notices by providing written notice to the other party.

    4. Assignment. Neither party may assign its rights or obligations under this Agreement without the other’s prior written consent, except in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. Notwithstanding the foregoing, Aaru may assign this Agreement in its entirety to any Aaru affiliate. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties, their respective successors, and permitted assigns.

    5. Governing Law. This Agreement will be governed by the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Any disputes arising out of or related to this Agreement will be heard only in a federal or state court in the State of Delaware. Customer and Aaru waive any objection to venue in any such courts.

    6. Arbitration. Any dispute, controversy or claim initiated by either party arising under or in connection with this Agreement or the breach thereof will be finally resolved by binding arbitration. Any such arbitration will be held in the State of Delaware, United States, and conducted under the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed in accordance with such rules. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court. Notwithstanding the foregoing, each party will have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrators hereunder or pending the arbitrators’ determination of any dispute, controversy or claim hereunder.

    7. Trade Laws. The activities governed by this Agreement, including access to and usage of the Services, are subject to the U.S. Export Administration Regulations, the regulations of the U.S. Office of Foreign Assets Control, and may also be subject to similar laws of other jurisdictions (collectively, “Trade laws”). Customer agrees to fully comply with the Trade laws that apply to Customer’s activities governed by this Agreement, including prohibitions against usage by restricted persons, for certain end-uses, and in territories embargoed by then-current Trade laws (Cuba, Iran, Syria, North Korea, and the Ukrainian regions of Crimea, Luhansk, and Donetsk). Customer represents and warrants that Customer is not restricted or sanctioned by applicable Trade laws, including trade sanctions laws.

    8. U.S. Government Rights. This Section applies to the extent that the Services are used by or in support of the U.S. Government. The Services are commercial items, and any software therein is commercial computer software (per Federal Acquisition Regulation (“FAR”) 12.211 and 12.212 and Department of Defense FAR Supplement (“DFARS”) 227.7202, as applicable). Government customers will have only those rights in technical data, computer software, and computer software documentation (collectively, “data”) set forth in these commercial terms of use, except that Department of Defense customers may acquire additional rights in technical data pursuant to DFARS 252.227-7015(b). This provision applies in lieu of any FAR, DFARS, or other data rights clause or provision.

    9. Force Majeure. Except for Customer’s payment obligations, neither party will be liable to the other if performance is prohibited or delayed by acts or events outside of the other party’s reasonable control.

    10. Severability. If any term (or part of a term) of this Agreement is held to be invalid, illegal or unenforceable, such term (or part of a term) is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

    11. Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

    12. Construction. URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at such URLs.

    13. Order of Precedence. If any portion of this Agreement is expressly inconsistent with another, documents earlier in the following list will take precedence over later documents, unless the later document expressly recites the parties’ intent to supersede specific terms in the earlier document: (a) a Services Addendum; (b) an applicable SOW or Order; (c) these Terms and (d) any other incorporated document.

    14. Entire Agreement. This Agreement constitutes the entire understanding of the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings of the parties with respect to such subject matter.