Terms of Service

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Agreement” means these Terms of Service, as amended from time to time by Company in its sole and reasonable discretion.

“AIReady” means Company’s primary subscription service platform that enables integration between e-learning modules and enterprise-grade AI models supported by Company.

“AIReady-Docs” means the document management and Retrieval Augmented Generation feature within the Services.

“Bot” means the AI bot interface or integration generated through the Services, provided to You as a SCORM package or as an HTML package or link.

“Order” means the request for Services that you place with Company through Company’s website or portal (but explicitly excluding any purchase order or any other ordering form that is not provided by Company), which includes all information required by Company for the Services that you request.

“Services” means the AIReady subscription services hosted on the Software and described on Company’s website from time to time, including but not limited to use of the AIReady platform, AIReady-Docs document management features, and any associated tools, features, and functionality provided by the Company.

“Software” means Company’s proprietary back-end software, including the AIReady platform, permitting customers to use the Services, as well as any application programming interface provided by Company permitting customers to access the AIReady platform or other Company back-end software.

“Subscription Term” – The agreed-upon period during which You have access to the Services, as specified at the time of purchase.

“you” means the customer entity placing the Order and accepting this Agreement, as well as any employees or contractors acting within the scope of their employment or contract with such entity; each of such persons may also be referred to herein as a “user” or “users”, or “subscriber” or “subscribers”.

2. SERVICES SUBSCRIPTION AND SOFTWARE LICENSE

2.1 SERVICES

Subject to the terms of this Agreement, Company will provide you with the ability to use the Services to create Bots that can be integrated with your software, as well as any features of the Services described by Company on its website. In order to place an Order for, and use, the Services, you must:

• provide up-to-date, complete and accurate registration and payment information, as required in Company’s standard sign-up processes respecting the specific Services requested (which will constitute an Order);
• be at all times in compliance with the terms and conditions of this Agreement and applicable law.

You specifically agree that Company may rely on the accuracy of the information provided by you to Company, and that Company will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Company.

The Services can be purchased in plans designed to suit various requirements, as described on Company’s website and Order process.  Such plans are subject to certain restrictions, as described in this Agreement and on Company’s website.  Company reserves the right to revise such plans and/or their components in its sole discretion.   

2.2 SUBSCRIPTION ACTIVATION AND TERM

By placing an Order and paying all applicable fees, your subscription to use the Services for the duration of your subscription period will be activated, and you will receive login credentials within a maximum of five (5) working days to access the Software and use the Services in accordance with the plan on your Order.  The subscription period begins upon successful payment and continues for the agreed-upon subscription term.  Your login credentials are provided on the understanding that they are personal to you; you will not permit anyone other than you to obtain access to the Services using your login credentials.  Company is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your login credentials, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services. 

2.3 AUTOMATIC RENEWAL

Your subscription will automatically renew at the end of each subscription term unless you cancel your subscription prior to the renewal date. You authorize us to automatically invoice you or charge your credit card for the renewal fee, which will be communicated to you before the renewal. You can cancel your subscription at any time by following the instructions provided on our website or by contacting our customer support.  The terms of this Agreement will continue to apply to any renewal term of your subscription.

2.4 THIRD PARTY AI TOOLS

You acknowledge and agree that the Services and Software are intended to be an interface between your software product and third party AI tools, and that use of the Bots will entail obtaining information generated through such third party AI tools.  Company does not assess, analyze or verify any information obtained through the Bots and such third party AI tools. 

The Services will allow you to determine which third party AI tool your Bots will connect to, and you are solely responsible for determining whether such third party AI tool suits your requirements, and which features you choose to enable.  Such third party AI tools are licensed for use in conjunction with the Services but are not under the control of Company; Company is therefore not responsible or in any way liable for the operation or output of such third party AI tools, including without limitation their accuracy, reliability, copyright compliance, legality, decency, or any other aspect of their operation or output.  All such information obtained through the Bots is therefore provided on an “AS IS” basis.  Under no circumstance will Company be liable for any loss or damage caused by your reliance on any information obtained through the Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any content available through the Services and Bots, or obtained from any third party.

The license terms for the third party AI tools compatible with the Services can be found at https://elevenlabs.io/terms-of-use, https://openai.com/policies/service-terms/,  https://azure.microsoft.com/en-us/support/legal/subscription-agreement, https://aws.amazon.com/service-terms/, https://openrouter.ai/terms, and https://www.heygen.com/terms. Ownership of copyright and other intellectual property and proprietary rights in and to such third party AI tools are as set forth in such third party licenses.  The links to the applicable license terms are provided solely for your convenience, and Company disclaims any responsibility for the currency or accuracy of such links.  It is solely your responsibility to ensure that you comply with the version of the applicable third party license in effect as of the date of your use of the third party AI tools through the Bots.

2.5 SERVICE AVAILABILITY

The Company will use commercially reasonable efforts to maintain the Services and make them available 24 hours a day, 7 days a week. However, the Company does not guarantee uninterrupted or error-free operation of the Services. The Company may perform scheduled maintenance and updates that may result in temporary unavailability of the Services. The Company will provide notice of planned maintenance whenever possible.

2.6 CHANGES TO SERVICES

Company reserves the right to change, suspend or discontinue any or all portions of the Services at any time, including the availability of any feature or content or account access, subject to reasonable notice in the circumstances; for example, Company may decide to end-of-life certain Services by providing you with sixty (60) days’ written notice, or may immediately discontinue any Services that pose a threat to customer security or that are prohibited by law and notify you of such discontinuance.  Company may also impose limits on certain Services and/or terminate or restrict your access to parts or all of the Services without notice or liability as required by law or based upon your or other customers’ usage of the Services.

2.7 SOFTWARE AND DOCUMENTATION LICENSE

Company hereby grants you a personal, non-exclusive, revocable, non-transferable license to use or access (as applicable) the Software on any compatible personal computer or other hardware, and solely for the purposes of using the Services.  Company further grants you a personal, non-exclusive, revocable, non-transferable license to use or access (as applicable) any Company documentation relating to the Services or Software solely for the purposes of using the Services.  You do not have the right to obtain or use any source code for the Software.  You shall not, without Company’s express, prior written consent:

• copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software, Company documentation or any part thereof (as applicable);
• distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis;
• remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software or Company documentation (including without limitation any copyright notice);
• use the Software in any way inconsistent with the use parameters for the Services;
• attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by Company with respect to the Software and/or data and/or content transmitted or processed by Company;
• use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Software, Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services; or
• authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (f) above, or attempting to do so.

3. YOUR USE OF THE SERVICES

3.1 PERMITTED USE

You may use the Services and Software solely for your internal business purposes and in accordance with the documentation provided by the Company.  You agree that:

• You will not permit anyone other than you to obtain access to the Services through your account, and will only use the Services in accordance with this Agreement and applicable law, as well as the Services documentation;
• You will ensure that any information that is provided to Company pursuant to this Agreement is true, accurate, current and complete;
• You will be solely responsible for all activities with respect to the Services undertaken by you;
• You will not resell, redistribute, sublicense, white-label, or otherwise transfer your license to use the Services or Software (including within any of your products or services) to any third party without the express prior written approval of the Company and subject to the conditions set forth in the Authorized Reseller section of this Agreement;
• You represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services;
• You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Company and other users of the Services;
• You will not in any way use the Services to facilitate the transmission of harassing, abusive, libelous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent or unethical activities, any deceptive impersonation, any activities involving the exploitation of minors, or any activities that violate any third party’s privacy rights;
• You will not interfere with or in any manner compromise any of Company’s security measures;
• You will not alter, modify, delete, or otherwise interfere with or in any manner compromise any website or content accessible through the Services or Software, or access or attempt to access, any information or data to which you have no rights;
• You will cooperate with Company and provide information requested by Company to assist Company and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.

Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.  Company reserves the right to revoke service for any abusive conduct or fraudulent use of the Services and to terminate your access to the Services, temporarily or permanently, in the event that your use of the Services or the provision of the Services constitutes, in Company’s reasonable judgment, a breach of this section or a threat to Company’s or any third party’s computer systems, networks, files, materials or other data.

3.2 NON-CRITICAL APPLICATION

You specifically acknowledge that the Services and Software are not developed, or licensed for use in any military, nuclear, aviation, mass transit, or medical application or in any other inherently dangerous, time-sensitive or mission critical purposes.  You agree that Company shall not be liable for any claims or damages arising from such use if you use the Services and/or Software for such purposes.  You agree to indemnify and hold Company harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Services and/or Software for such purposes.

3.3 FAIR USE POLICY

You and Company will comply with the following principles and procedures relating to the Services:

3.3.1 Fair Use & Normal Business Operations

Your subscription plan is designed to support appropriate usage for your typical business operations. To promote a fast, high-quality, and reliable experience for all Artha Learning clients, use of the Services is subject to a fair use policy. We consider fair use to be usage that aligns with the customary patterns of our subscriber base and does not place an unreasonable or disproportionate burden on our infrastructure, API limits, or overall system resources. We reserve the right, at our sole discretion, to determine what constitutes normal versus excessive usage.

3.3.2 High-Usage Monitoring & Notice Period

We continuously monitor platform health and usage patterns to maintain optimal performance for everyone. If your account’s usage significantly and consistently exceeds typical patterns for your plan, we will reach out to you in writing. We will provide a thirty (30) day notice period to discuss your usage. During this time, you will have the opportunity to either bring your usage back in line with typical patterns or work with us to transition to a different or custom plan that better accommodates your needs.

3.3.3 Emergency Safeguards

We are committed to keeping AIReady running smoothly for all our clients. In the extremely rare event that an account’s usage spikes to a level that immediately threatens the stability of our platform, degrades service for other users, or incurs extraordinary and unexpected costs, we reserve the right to temporarily suspend or throttle access without prior notice. If this emergency measure is necessary, we will promptly notify you to work toward a resolution.

3.3.4 Enterprise Solutions

If you anticipate high-volume needs or your usage outgrows our standard subscription plans, we are here to help scale with you. Please contact our sales team at aiready@arthalearning.com to discuss custom enterprise plans tailored specifically to your requirements.

3.4 YOUR SUBMISSIONS

3.4.1 Your Content

You agree that any material, information or idea that you submit to Company with respect to the Software or Services by any means (each, a “Submission”), is submitted at your own risk.  Submissions that are Documents (defined below), all information that you may input into the Bots, and all material or information disclosed to Company under any non-disclosure agreement will be kept confidential by Company; all other Submissions are considered non-confidential and may be disseminated or used by Company or any third party without compensation or liability to you for any purpose whatsoever.  By transmitting or otherwise providing a Submission to Company, whether for inclusion on the Services or otherwise, you represent and warrant that you have all necessary permissions to grant the licenses below to Company. You further acknowledge and agree that you are solely responsible for any Submission, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Submission.  Accordingly, subject to any restrictions on purpose agreed upon by you and Company in writing, you hereby grant Company, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, and develop any Submission on, through or in connection with Company’s provision of the Services.

Company will not use your Submissions to train or improve any AI models, and will contractually obligate all third party AI tool providers not to use your Documents, prompts or conversations submitted through the Bots or Services for any training or improvement of AI models, without your express prior written consent.

3.4.2 Document Upload and Rights

Based on your plan, you may be able to upload documents to be used by AIReady to provide Retrieval Augmented Generation (“Documents”) through the Bots.  Documents are securely hosted on a cloud database. If you use this feature, you will be granted special access to reference or query such Documents from your e-learning module through the AIReady plugin. You retain ownership of such Documents and are solely responsible for the content of the Documents submitted to AIReady. You warrant that you have the necessary rights to use and submit the Documents and that they do not infringe on any intellectual property rights or violate any applicable laws or regulations.  Company will not monitor, verify, or edit the contents of the Documents. You are responsible for ensuring that the Documents do not contain any malicious code, are not defamatory, and do not otherwise violate any terms of this Agreement.

3.4.3 Document Submission Limit

You may submit a limited size of Documents as per the restrictions of your current subscription plan. Details of the limitations and any potential costs for exceeding them are outlined in your plan.

3.4.4 Hosting and Access

Your submitted Documents will be hosted in a secure environment, and access will be provided exclusively to you for the purpose of querying or referencing within your e-learning modules.

3.5 YOUR SOFTWARE AND SYSTEMS

You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment (such as computers and mobile devices) and software used in conjunction with the Services, including without limitation your internal network infrastructure and any software with which the Bots will be integrated.  Company will have no obligation to provide any assistance respecting compatibility issues arising from your equipment and software.

4. RESELLER PROGRAM

If you are interested in reselling or white-labeling the Software or Services, you must contact our sales team to discuss and negotiate a separate Reseller Agreement. Authorized resellers must:

• Obtain explicit written authorization from the Company
• Ensure that all end users agree to this Agreement
• Comply with all terms outlined in a separate Reseller Agreement
• Maintain the Company’s brand integrity and quality standards

For inquiries regarding reseller opportunities, please contact our sales team at aiready@arthalearning.com.

5. SUPPORT AND UPDATES

Onboarding session(s) may be included as outlined in your specific Order, or as otherwise agreed upon in writing with Company.  Where training, support or maintenance for the Services or Software is not included in the Order or agreed upon in writing with Company, Company will not be obligated to provide any such training, support or maintenance.  Any technical support and updates for the Services and Software during your subscription period will be provided at our sole discretion. Support and updates may be subject to additional terms and conditions as communicated to you. Company reserves the right to update or modify the Services at any time.

6. PRICING AND PAYMENT

6.1 PRICING

You agree to pay all applicable fees in connection with the Services, as set forth in the Order or Company’s then-current price list for such Services plan, as applicable. Company reserves the right to change its standard price list at any time upon notice to you, which notice may be provided by means of updates on Company’s website. Pricing changes will not apply to existing subscribers during their current subscription term. Your rate will remain as specified at the time of purchase through the end of your then-current subscription term. Company reserves the right to modify pricing for renewals of existing subscriptions. If pricing changes are to take effect upon your subscription renewal, the Company will notify you of the new pricing at least thirty (30) days prior to your renewal date. You will have the option to accept the new pricing or cancel your subscription before the renewal takes effect.

6.2 PAYMENT

Payments shall be made using a valid credit card or other accepted payment methods. You authorize Company to automatically charge you for any and all fees incurred by you for Services.

6.3 MONEY BACK GUARANTEE

We offer a 30-day money-back guarantee for the first 30 days of your subscription. If you are not satisfied with the Services during this period, you may request a full refund of your subscription fees, provided that you have not exceeded the fair usage policy terms (as defined in Section 2 above). We aim to make this process simple and straightforward. To request a refund, please email us at aiready@arthalearning.com, and we will process your refund promptly within 10 business days.

6.4 FAILURE TO PAY

If you fail to pay any amount due under this Agreement within thirty (30) days of such payment becoming due and payable, in addition to any other rights and remedies available to Company, Company shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.  You shall also be responsible for paying for all reasonable fees and costs incurred by Company, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.

6.5 TAXES

You are responsible for, and shall pay all taxes relating to this Agreement, excluding any taxes based on the net income of Company.  Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Services or Software, the execution of this Agreement or otherwise.  If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to Company shall equal the amount invoiced or otherwise due.

7. INTELLECTUAL PROPERTY

7.1 SERVICES AND SOFTWARE OWNERSHIP

You acknowledge that the Software, Services and associated documentation are owned by Company, who retains all right, title and interest therein.  Except as specified in Section 7.2 below, you do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, the Services, or any part thereof.  Your only rights to the Software, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement.  Any rights not expressly granted under this Agreement are reserved.  Nothing herein shall be construed as constituting a sale of the Software, Services or any portion thereof to you, and this Agreement does not grant you any ownership rights to the Software or Services.

7.2 INPUT AND OUTPUT OWNERSHIP

Any content generated, exported, or created by you through the use of the Services (including but not limited to AI-generated responses, text, and exported SCORM packages) remains your exclusive property. The Company claims no ownership rights over your specific generated outputs, nor over any prompts or Documents that you may input into the Services or through the Bots.

7.3 COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS

You are responsible for complying with all applicable intellectual property laws in your use of the Services and Software, including, without limitation, your use of information to input into the Services or Bots and/or integration of the Services or Bots with your systems, and agree to indemnify, defend and hold Company harmless from any and all claims that arise as a result of your non-compliance with intellectual property laws and/or your infringement of any intellectual property rights, whether of Company or any third party.

8. PRIVACY AND DATA SECURITY

8.1 PRIVACY

We respect your privacy and handle your personal information in accordance with our Privacy Policy. By using the Services, you consent to the collection, use, and disclosure of your personal information as described in our Privacy Policy.

8.2 DATA COLLECTION

The Company collects and processes certain information necessary to operate the Services, including account registration information (such as name, email address, and billing details), payment information processed through third-party payment providers, usage analytics, and technical logs. Detailed information regarding our specific security practices, encryption standards, and data handling procedures is available in our current security documentation, which may be updated from time to time. The Company utilizes third-party sub-processors (including AI model providers) to provide the Services. A current list of these sub-processors is available upon request.

8.3 END-USER DATA

With respect to end users interacting with the Services through Bots that you create, the Company collects user-submitted queries and AI-generated responses for the purpose of operating, maintaining, and improving the Services. The Company does not intentionally collect personally identifiable information from you through the Services unless such information is submitted by you. You are responsible for ensuring that you do not submit sensitive personal information unless permitted under applicable law and you have obtained the appropriate consents from the individuals to whom the personal information pertains. Company will have no liability whatsoever respecting any claim by you, your customers, or any third party whose information and data are collected or otherwise used in your use of the Services, whether related to privacy or otherwise, in relation to Company’s use of such information to provide the Services, or your use of such information, and you agree to indemnify, defend and hold Company harmless against any such claims.  Company will store only the minimum amount of information and data required to perform its obligations under this Agreement and as required by law, and otherwise will comply with your instructions relating to retention of your information and data. Company does not permanently store any information and data; you are responsible for complying with all applicable laws, including privacy laws, with respect to your storage and use of such information.  All data is handled in accordance with our Privacy Policy.

8.4 DATA RETENTION AND DELETION

We retain user data on our own systems for the duration of the applicable subscription term and for a reasonable period thereafter as required by law. Upon termination or expiration of your subscription, Company will delete or anonymize your data within thirty (30) days, except where longer retention is required by applicable law. You may request earlier deletion of your data by contacting us at aiready@arthalearning.com.

8.5 SERVER HOSTING

You acknowledge that Company utilizes AWS to provide cloud hosting for its servers that are used by you in using the Services (“Host”), and that the servers are located in the United States subject to the hosting agreements of the Host. The Host may impose additional restrictions, or may have additional rights, in relation to your use of the servers; it is solely your responsibility to ensure that you are aware of the terms and conditions imposed by the Host, and to comply with such terms and conditions. To the limited extent that this Agreement is less restrictive than the Host’s agreement, or is in direct conflict with, the Host’s agreement as they relate to your obligations respecting use of the Services or Software, the usage rules of the Host’s agreement shall apply. The Host is a third party beneficiary of this Agreement. Notwithstanding the foregoing, this Agreement is concluded solely between you and Company, and not with the Host, and the Host shall have no responsibility whatsoever respecting the Services or Software.

9. WARRANTIES

9.1 NO WARRANTY

THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.  COMPANY ASSUMES NO RESPONSIBILITY FOR YOUR RELIANCE ON THE SOFTWARE OR SERVICES, OR FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE, OR ARISING FROM YOUR USE OF THE SERVICES OR SOFTWARE.  COMPANY DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES OR SOFTWARE, AND USE OF THE SERVICES AND SOFTWARE IS SOLELY AT YOUR OWN RISK.  Company has no special relationship with or fiduciary duty to you, and you acknowledge that Company has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation with respect to any information obtained through the Services.  It is solely your responsibility to evaluate the accuracy, completeness or usefulness of any materials, results, content and data available through the Services, and your use of such materials, results, content and data are subject to your sole judgment and discretion.  Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.

9.2 AI-GENERATED CONTENT DISCLAIMER

AIReady provides AI-generated responses based on user queries and uploaded documents. Company makes no representations regarding the accuracy, completeness, or reliability of AI-generated content.  You are solely responsible for reviewing, verifying, and validating all AI-generated responses before relying on them for any purpose. Company shall not be liable for any errors, omissions, or inaccuracies in AI-generated content, nor for any consequences arising from your reliance on such content.

10. LIMITATION OF LIABILITY

10.1 RECOVERABLE DAMAGES

The only type of damages that can be recovered against Company arising from or related to this Agreement, including without limitation in relation to the provision of the Services, shall be your direct damages, if any, to the extent arising from Company’s intentional breach of this Agreement, gross negligence or wilful misconduct.  COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES.  Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software and Services is to cease use of such Software and Services.

10.2 DAMAGES DISCLAIMER

Except for the limited direct damages specified in Section 10.1, to the maximum extent permitted by law, in no event shall Company be liable for any damages whatsoever (including, without limitation, indirect, special, incidental, exemplary or consequential or punitive damages, failures to transmit or receive any data, computer or mobile device failure, problems, loss or damage associated with any use of the software or services, or other pecuniary loss arising out of or related to this agreement) whether or not such damages were foreseen or unforeseen, including without limitation the use of or inability to use the Software or Services, even if Company has been advised of the possibility of such damages.  Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; in such event, the above limitations or exclusions shall apply to you to the maximum extent permissible by law.

10.3 MONETARY CAP

To the maximum extent permitted by applicable law, the Company’s total liability to you arising out of or related to this Agreement, whether based on warranty, contract, tort, or any other legal theory, shall not exceed the total amount paid by you to the Company in the twelve (12) months preceding the claim.

11. INDEMNITY

In addition to any indemnity obligations stated elsewhere in this Agreement, you agree to indemnify, defend and hold harmless Company, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (a) your access to the Services, the Software, and any use of the information obtained by you in using the Services or Software, (b) your use or misuse of the Services, Software or Bots, or your use of the content and information obtained by you in using the Services, Software or Bots, (c) any breach of this Agreement by you, (d) the infringement by you, or any third party obtaining access to the Services or Software through you, of any intellectual property or other right of any person or entity, (e) your Submissions, Documents, or outputs, or (f) your violation of any third-party rights or any applicable laws. Company reserves the right, at your expense, to assume the defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Company, at your expense, in asserting any available defences.

12. TERMINATION

12.1 TERMINATION BY YOU

Your subscription will continue for the subscription term selected in your Order (monthly or annual) and will automatically renew for successive terms of equal length unless cancelled prior to renewal. You may cancel your subscription by providing written notice at least five (5) working days before the end of your then-current subscription term. Cancellation will take effect at the end of the current subscription term. Except as expressly provided in this Agreement, fees are non-refundable.

12.2 TERMINATION BY COMPANY

We may terminate this Agreement or suspend access to the Services:

(a)        Immediately upon written notice if you materially breach this Agreement and fail to cure such breach within ten (10) days of notice; or

(b)        For convenience, without cause, upon thirty (30) days’ prior written notice.

If we terminate this Agreement without cause under subsection 12.2(b), we will refund any prepaid fees covering the unused portion of the then-current subscription term on a pro-rated basis. No refund shall be provided where termination results from your material breach of this Agreement.

12.3 TERMINATION FOR INSOLVENCY

Either party may terminate this Agreement immediately if the other party becomes insolvent, or a receiver or receiver-manager is appointed for any part of the property of such party, or such party makes an assignment, proposal or arrangement for the benefit of its creditors or such party files an assignment in bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against such party.

12.4 EFFECT OF TERMINATION

Upon any termination of this Agreement, any fees that are due and owing up to the termination date shall immediately become payable.  Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.

13. GENERAL

13.1 INJUNCTIVE RELIEF

You acknowledge and agree that Company may suffer irreparable harm if you breach the provisions of intellectual property rights hereunder, and that monetary compensation will be inadequate to compensate Company for such breach.  In the event of such a breach, in addition to the right of Company to terminate this Agreement, Company shall have all other rights, remedies or damages available to Company at law or in equity, including injunctive relief.

13.2 INDEPENDENT CONTRACTOR

Each party is acting as an independent contractor, and not in any way as the employee, joint venture, partner, agent or representative of the other party.  Neither party has the authority to bind the other in any way.

13.3 PUBLICITY

Company reserves the right to make announcements, press releases, publications, presentations and other public statements that reference the existence of this Agreement and the Services provided to you hereunder, without your prior written approval, provided that Company does not disclose any of your confidential information in the course of such publicity.

13.4 FORCE MAJEURE

Notwithstanding any other provision of this Agreement, neither party shall be deemed in default of this Agreement for any delay or failure to fulfill its obligations when due to causes beyond its reasonable control (which may include acts of God, war, terrorism, government regulations, disaster, fire, strikes, and civil disorder).  The party subject to the force majeure event must immediately notify the other party in writing, and if the event of force majeure continues for more than thirty (30) days, either party may terminate this Agreement without penalty by notifying the other party in writing.  This provision shall not be construed as excusing non-performance of your obligation to make payment to Company under this Agreement.

13.5 ASSIGNMENT

This Agreement may not be assigned, delegated, or transferred by you without the prior written consent of the Company. Any attempt to assign this Agreement in violation of this section is void. The Company may freely assign this Agreement to any third party without restriction. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.

13.6 NOTICES

Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be sufficient if delivered by hand or sent by registered mail, courier or electronic mail addressed to you or Company at their respective addresses appearing in this Agreement, or to such other address as one party advises the other party in writing.  Any such notices, reports, or other communications shall be deemed to have been received by the party to whom they were addressed upon delivery by hand, registered mail, courier or electronic mail when received.

13.7 NO WAIVER

No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party.  Any waiver by a party of a particular breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.

13.8 SEVERABILITY

If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.

13.9 DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario, excluding rules of private international law that lead to the application of the laws of any other jurisdiction.  The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any disputes through good faith negotiation. If negotiation fails, either party may pursue available legal remedies in accordance with this Section 13.9. 

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Ontario, Canada, and agree that any legal action or proceeding relating to this Agreement shall be brought exclusively in those courts. Each party consents to the jurisdiction of such courts and waives any objection it might otherwise have regarding the forum in which such action is brought.  Except as required by applicable law, any claim or cause of action arising out of or related to this Agreement or the Services must be brought within two (2) years from the date on which the claim or cause of action arose, or be forever barred.

13.10 ENTIRE AGREEMENT/MODIFICATION

This Agreement (including any Order) and all policies referenced herein constitute the entire agreement between the parties and supersede all previous agreements and understandings relating to the subject matter hereof.  Except as set forth in Section 14 below, this Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties.  The signature of each party on a purchase order or like document with printed terms and conditions that have not been negotiated by the parties shall not deem acceptance in any way of such printed terms and conditions. 

13.11 COUNTERPARTS

This Agreement may be executed in counterparts, or facsimile counterparts, each of which when executed by either of the parties shall be deemed to be an original and such counterparts shall together constitute one and the same Agreement.

13.12 ELECTRONIC AGREEMENT

You hereby agree to the use of electronic communication in order to enter into contracts, place orders, and create other records and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.  A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

14. MODIFICATIONS TO TERMS

The Company reserves the right to modify these Terms of Service at any time. Modifications will become effective upon posting to the Services or upon notice to you via email. Your continued use of the Services following the posting of modified Terms of Service constitutes your acceptance of the changes. If you do not agree with any modifications, your sole remedy is to discontinue use of the Services. The Company will notify you of material changes to these Terms of Service at least 30 days in advance.

Last Updated: March 2026

For questions, contact: aiready@arthalearning.com