ARSY AI INTEGRATOR–CUSTOMER AGREEMENT
Sublicence, deployment and support (integrator → its end customer)
Agreement No. ____ · [[FILL: place]] · ____ ________ 20__
Download as Word (.docx)[[FILL: full legal name of the integrator]] ([[FILL: registration number]]), the "Supplier", represented by [[FILL: title, name]] acting under [[FILL]], of the one part, and
[[FILL: full legal name of the customer]] ([[FILL: registration number]]), the "Customer", represented by [[FILL]] acting under [[FILL]], of the other part,
together the "Parties", have agreed as follows.
1. DEFINITIONS
Capitalised terms not defined here have the meaning given in the ARSY AI customer terms published at https://arsy.ai/offer/customer.
1.1. "Software", "ARSY AI" — the ARSY AI program and its components (the AR Clip VPS positioning engine, the AI agent and trained models, the functional modules, the client applications, the documentation) within the scope of the purchased Tier, including updates during the Sublicence Term.
1.2. "Rightsholder" — web-ar.studio Corp, which owns the intellectual property rights in the Software.
1.3. "Tier" — the set of features and quantitative limits of the Software (Lite / Starter / Professional / Enterprise) set out in the Order Form.
1.4. "Deployment Model" — "Managed Cloud" (Software on the Rightsholder's infrastructure) or "On-Premise" (Software on a server within the Customer's network; available from the Professional Tier).
1.5. "Site", "Covered Machine", "Device", "User", "Customer Content" — as defined in the ARSY AI customer terms.
1.6. "Deployment Services" — spatial scanning of Sites, equipment registration, configuration, scenario development and staff training.
1.7. "First-line support" — receipt and handling of Customer tickets by the Supplier, with escalation of unresolved tickets to second line (the Rightsholder).
1.8. "Order Form" — the appendix defining the Tier, Deployment Model, Sites, number of Covered Machines and Devices, Sublicence Term, scope of Deployment Services, hardware (if any), and the fees and payment terms.
1.9. "Sublicence Term" — the period for which the right to use the Software is granted, as set out in the Order Form.
2. SUBJECT
2.1. Under this Agreement the Supplier will: (1) grant the Customer the right to use the Software (a sublicence) within the limits of section 3; (2) perform the Deployment Services (section 5); (3) provide First-line support during the Sublicence Term (section 6); and (4) where the Order Form so provides, supply Hardware (section 7); and the Customer will accept and pay for the foregoing under section 8.
2.2. The Supplier grants the sublicence within the limits of the rights it holds from the Rightsholder and for no longer than the term of the Supplier's own rights. The Customer's rights cannot be broader than the Supplier's.
2.3. This Agreement is not a software-development contract and transfers no intellectual property rights in the Software (section 9).
3. SUBLICENCE
3.1. The Supplier grants the Customer a non-exclusive sublicence to use the Software during the Sublicence Term, in respect of the Sites and equipment listed in the Order Form.
3.2. Permitted use. The sublicence permits only:
- 1) reproduction of the Software limited to loading into memory and running, as necessary for its intended operation;
- 2) in the On-Premise model, installation of an Instance on the Customer's server and its operation;
- 3) in the Managed Cloud model, remote access to the Software over the internet;
- 4) installation and use of the client applications on registered Devices;
- 5) creating, storing and executing procedures, training courses and scenarios for the Sites and Covered Machines in the Order Form;
- 6) reproducing and distributing the documentation internally as needed to train Users.
3.3. Limits are set by the purchased Tier and the Order Form (number of Sites, Devices, concurrent video sessions, training courses, module availability). The number of Users is not limited and not charged for.
3.4. Restrictions. The Customer must not, and must not permit its Users, staff or contractors to:
- 1) distribute the Software, make it available to third parties, or assign, sublicense, rent, lease or pledge rights under this Agreement, except as expressly permitted;
- 2) modify or adapt the Software or create derivative works;
- 3) decompile, disassemble or reverse engineer the Software, extract the weights or parameters of the trained models, or use output of the Software to train competing models;
- 4) remove or alter proprietary notices, trade marks, version or licensing information;
- 5) circumvent technical protection measures, licence keys or usage-metering mechanisms;
- 6) use the Software to build a competing product.
The restrictions in items 2 and 3 do not apply to the extent expressly permitted by mandatory law that cannot be excluded by contract.
3.5. Territory: [[FILL: territory, e.g. the country of the Customer]]. In the On-Premise model, use is limited to the Sites in the Order Form. The Russian Federation is excluded; use in the Russian Federation is governed by the separate Russian-law documents.
3.6. The right to use the Software takes effect on the date in clause 5.1 (Managed Cloud) or 5.2 (On-Premise); that date is the start of the Sublicence Term unless the Order Form states otherwise.
3.7. The Customer accedes to the ARSY AI customer terms (https://arsy.ai/offer/customer) to the extent not inconsistent with this Agreement. In case of conflict, this Agreement prevails.
4. ACCESS AND KEY
4.1. Managed Cloud. Within 5 business days of the date set in the Order Form (but not before payment under section 8), the Supplier provisions the Instance and delivers administrator credentials to the Customer.
4.2. On-Premise. The Supplier delivers the Instance distribution and the licence key (by download link or on media) and installs it as part of the Deployment Services. Server requirements are set out in the ARSY AI documentation; meeting them is the Customer's responsibility and does not relieve it of payment.
4.3. The Customer provides, at its own cost, network capacity, power, connectivity between Devices and the Instance, and the conditions needed for spatial scanning of the Sites.
5. DEPLOYMENT SERVICES
5.1. The scope, timing and stages of the Deployment Services are set out in the Order Form and include spatial scanning of Sites, registration of Covered Machines and Devices, configuration, scenario and course development, and staff training.
5.2. The Supplier performs the Deployment Services in accordance with the Rightsholder's methodology.
5.3. Acceptance. On completion of a stage (or of all the works), the Supplier issues an acceptance certificate. The Customer signs it or submits a reasoned objection with a list of defects within 5 business days. Absent both, the works are deemed accepted.
5.4. The Supplier remedies substantiated defects within an agreed period at no extra charge.
5.5. The Customer gives the Supplier access to the Sites, equipment and documentation and appoints responsible persons. Customer delay in providing access extends the works timeline accordingly.
6. FIRST-LINE SUPPORT
6.1. The Supplier provides First-line support to the standard and within the times set out in the Appendix, for the purchased Tier.
6.2. Tickets are received through the channels in the Appendix. Tickets outside first-line competence are escalated by the Supplier to the Rightsholder's second line.
6.3. Availability commitments (SLA) apply only to the Managed Cloud model and only to the Professional (99%) and Enterprise (99.5%) Tiers; no availability commitment applies to Lite or Starter. In the On-Premise model, availability of the Instance is the Customer's responsibility.
7. HARDWARE (if provided in the Order Form)
7.1. Where the Order Form provides for the supply of Hardware (AR glasses, tablets, servers, etc.), the Supplier delivers it to the Customer against a handover certificate; title and risk of loss pass to the Customer on delivery.
7.2. Hardware is covered by the manufacturer's warranty. Quality claims are handled under the manufacturer's procedure; the Supplier gives reasonable assistance.
7.3. This section does not apply where the Order Form provides for no Hardware.
8. PRICE AND PAYMENT
8.1. The price comprises: (1) the sublicence fee — a base fee per Site and a fee per Covered Machine, by Tier; (2) the price of the Deployment Services — set by the Supplier and stated in the Order Form; (3) the price of First-line support (if charged separately); and (4) the price of Hardware (if any). Amounts, frequency and payment terms are set out in the Order Form.
8.2. The sublicence fee is paid in advance for each Billing Period (month or year, at the Customer's choice). Annual payment carries a discount per the Order Form.
8.3. Payment is made when funds are credited to the Supplier's account. Bank charges are borne by the payer.
8.4. Taxes. All amounts are exclusive of VAT, GST, sales tax and similar indirect taxes, which the Customer pays in addition. If the Customer must withhold any amount, the sum payable is grossed up so the Supplier receives the amount it would have received absent the withholding.
8.5. Late payment. If payment is more than 10 business days overdue, the Supplier may, on notice, suspend access to the Software and/or the services until the arrears are cleared; suspension does not extend the Sublicence Term. Interest: [[FILL: e.g. 1% per month or the maximum permitted by law, whichever is lower]].
8.6. The sublicence fee may change as provided in the ARSY AI customer terms (60 days' notice; not applied to a paid period).
9. SOFTWARE AND CUSTOMER CONTENT
9.1. Software. The intellectual property rights in the Software (including AR Clip VPS, the AI agent and trained models, the interfaces, the documentation, updates and improvements) belong to the Rightsholder, web-ar.studio Corp. Neither the Supplier nor the Customer acquires any rights in the Software; this Agreement grants a right of use only. Results of custom-logic development form part of the Software and belong to the Rightsholder.
9.2. Customer Content. Customer Content (scans and spatial maps, procedures, courses, uploaded documentation, captured evidence, session recordings, User activity data) belongs to the Customer. Neither the Supplier nor the Rightsholder acquires ownership of it. The Rightsholder receives only a limited, royalty-free licence to host and process Customer Content solely to provide the service and only for the Sublicence Term.
9.3. In the On-Premise model, Customer Content does not leave the Customer's infrastructure and is not transferred to the Supplier/Rightsholder, except for support access requested by the Customer, to the extent and for the period needed and with the Customer's knowledge.
9.4. The Customer warrants that it holds all rights necessary to place Customer Content into the Software and that doing so infringes no third-party rights.
10. DATA PROTECTION
10.1. As to personal data processed in the Software, the Customer is the controller. The Customer is responsible for the lawful basis, for informing data subjects and for obtaining any required consents.
10.2. In the Managed Cloud model, the Rightsholder processes personal data as processor on the Customer's documented instructions, on the data-processing terms of the ARSY AI customer terms (Article 28 GDPR and equivalents; EU Standard Contractual Clauses for any transfer outside the EEA). The Supplier is not an independent controller of that data.
10.3. In the On-Premise model, personal data is processed within the Customer's infrastructure and is not transferred to the Rightsholder.
11. CONFIDENTIALITY
11.1. Confidential Information is information disclosed by one Party to the other in connection with this Agreement and marked or evidently confidential (including Customer Content, the technical architecture of the Software, commercial terms, and information about Sites and processes).
11.2. The receiving Party will not disclose it to third parties without written consent, will use it only to perform this Agreement, and will protect it with no less than reasonable care. Disclosure is permitted to staff and contractors under equivalent obligations, and where required by law with prior notice unless prohibited.
11.3. The obligation lasts for the term of this Agreement and 5 years after it ends.
12. REPRESENTATIONS. WARRANTIES AND DISCLAIMER
12.1. The Supplier represents that it is a current certified ARSY AI integration partner and holds the right to grant the Customer a sublicence of the scope of this Agreement.
12.2. The Supplier warrants that the Software will operate materially in accordance with the documentation, provided the Customer meets the infrastructure requirements and the operating instructions. Otherwise the Software is provided "as is", and the Supplier disclaims all other warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. The Supplier does not warrant uninterrupted or error-free operation, satisfaction of the Customer's subjective expectations, or any particular commercial outcome.
12.3. AI-agent output is advisory and must be verified by the Customer. The Customer is responsible for decisions taken on the basis of it.
12.4. Certifications not held. The Parties proceed on the basis that, as at the date of this Agreement, the Software does not have and does not claim: a SOC 2 report, ISO/IEC 27001 certification, a 21 CFR Part 11 / GAMP 5 validation pack, or a published third-party penetration-test report. The Customer confirms it is aware of this and did not rely on any such certification. Validation of the processes in which the Software is used remains the Customer's responsibility.
12.5. Purpose of the Software. ARSY AI is a guidance and training tool and is not a safety instrumented system, a process control system, an emergency shutdown system or a medical device. Use of the Software does not relieve the Customer of its own duties in occupational health and safety, industrial safety and supervision.
13. LIABILITY
13.1. The Parties are liable in accordance with the governing law, subject to this section.
13.2. Liability cap. The Supplier's total aggregate liability for all events in any 12 consecutive months is limited to the amount actually paid by the Customer to the Supplier under this Agreement in the 12 months preceding the event giving rise to the liability.
13.3. Excluded loss. The Supplier is not liable for loss of profit, loss arising from production downtime, or loss or corruption of data (save where caused by breach of an expressly assumed backup obligation), or for any indirect or consequential loss.
13.4. Clauses 13.2–13.3 do not limit liability for wilful misconduct, breach of confidentiality, infringement of the other Party's intellectual property, or death or personal injury.
13.5. The Supplier is separately responsible for the quality and result of its own Deployment Services and First-line support.
13.6. Force majeure. A Party is not liable for failure to perform caused by events beyond its reasonable control, on notice to the other Party within 10 business days. If such events last more than 3 months, either Party may terminate, with settlement for what was actually provided.
14. TERM. RENEWAL. TERMINATION. CONSEQUENCES
14.1. This Agreement runs from signature until the end of the Sublicence Term, and as to outstanding obligations until they are performed. If the Order Form provides for auto-renewal, the Sublicence Term renews for equal periods unless a Party gives notice of non-renewal at least 30 days before the end of the current period.
14.2. Consequences of subscription end. Ownership of Customer Content does not depend on the subscription. When the Sublicence Term ends, access to the Software and to features operating on Customer Content ceases; Customer Content is not deleted at that point. For 90 days after the end, the Customer may obtain an export of Customer Content in machine-readable formats (absent overdue amounts). After that period the Content may be deleted.
14.3. In the On-Premise model, the end of the Sublicence Term terminates the licence key; within 30 days the Customer ceases use and deletes copies of the Software (except backups containing Customer Content from which the Software cannot be restored).
14.4. Continuity of service. Termination of the Supplier's rights vis-à-vis the Rightsholder does not of itself terminate the Customer's rights under this Agreement, provided the fees for the paid period have reached the Rightsholder; the Rightsholder or another certified partner may then take over servicing the Customer.
14.5. Termination. The Customer may terminate on 30 days' notice; the fee for the paid period is not refunded, except as expressly provided. The Supplier may terminate on more than 30 days' payment default, or on a material breach by the Customer of the sublicence restrictions not cured within 15 business days of notice.
15. GOVERNING LAW. DISPUTES
15.1. This Agreement is governed by [[FILL: governing law — e.g. the law of the Customer's country, or a neutral law agreed by the Parties]].
15.2. The Parties will first attempt to resolve any dispute by good-faith negotiation. Failing that, disputes are subject to [[FILL: courts of ____ / arbitration under ____ rules, seat ____, language English]].
16. NOTICES
16.1. Formal notices are given to the email and postal addresses in the Parties' details and through any agreed electronic document-interchange provider. An email notice is deemed received on the next business day.
16.2. A Party notifies the other of changes to its details within 5 business days; until then notices to the previous details are validly given.
17. GENERAL
17.1. This Agreement and its appendices are the entire agreement of the Parties on their subject matter. Invalidity of one provision does not affect the rest.
17.2. Appendices forming part of this Agreement:
- Appendix 1 — Order Form;
- Appendix 2 — First-line support schedule and service levels;
- Appendix 3 — Form of acceptance certificate;
- Appendix 4 — [[Managed Cloud: data-processing terms / reference to the customer-terms appendix]].
17.3. Language. This Agreement is made in English. Any translation is provided for convenience only; in case of divergence the English text prevails.
17.4. Executed in two counterparts, one for each Party (or signed as an electronic document).
18. DETAILS AND SIGNATURES
| Supplier | Customer |
|---|---|
| [[FILL: name]] | [[FILL: name]] |
| Registration number | Registration number |
| Address | Address |
| Bank details | Bank details |
| _________________ / __________ / | _________________ / __________ / |
APPENDIX 1. ORDER FORM No. ____ dated __ ________ 20__
| # | Item | Value |
|---|---|---|
| 1 | Tier | Lite / Starter / Professional / Enterprise |
| 2 | Deployment Model | Managed Cloud / On-Premise |
| 3 | Sites (name, address) | |
| 4 | Number of Covered Machines | |
| 5 | Number of Devices | |
| 6 | Scope of Deployment Services | |
| 7 | Hardware supplied (if any) | |
| 8 | Sublicence Term (start — end) | |
| 9 | Billing Period | Monthly / Annual |
| 10 | Auto-renewal | Yes / No |
| 11 | Sublicence fee (per Site / per Machine) | |
| 12 | Price of Deployment Services | |
| 13 | Price of support (if separate) | |
| 14 | Price of Hardware | |
| 15 | Currency | |
| 16 | Payment terms | |
| 17 | Responsible persons |
Supplier: ____________ / ________ / Customer: ____________ / ________ /
APPENDIX 2. FIRST-LINE SUPPORT SCHEDULE
Channels: [[FILL: Supplier support email, phone, portal]]; escalation to second line — support@arsy.ai.
Hours: Lite/Starter — email, business days; Professional — 8×5; Enterprise — 24×7.
Response times (sample, set by the Supplier):
| Priority | Description | Professional | Enterprise |
|---|---|---|---|
| P1 — Critical | Instance wholly unavailable / core scenarios impossible | 4 business hours | 1 hour |
| P2 — High | Material loss of functionality, no workaround | 8 business hours | 4 hours |
| P3 — Medium | Partial impairment, workaround available | 2 business days | 1 business day |
| P4 — Low | Questions, documentation | 5 business days | 3 business days |
For Lite/Starter — 3 business days for any priority; no resolution-time commitment.
APPENDIX 3. FORM OF ACCEPTANCE CERTIFICATE
Certificate No. ____ dated __ ________ 20__ of acceptance of Deployment Services / grant of the right to use ARSY AI under Agreement No. ____
The Supplier has provided, and the Customer has accepted: [[list: grant of the sublicence to Tier ____ / stage of Deployment Services ____ / supply of Hardware ____]].
The works (services) are performed in full and on time; the Customer has no claims as to scope and quality / has the following: [[state]].
Supplier: ____________ / ________ / Customer: ____________ / ________ /
RIGHTSHOLDER DETAILS
web-ar.studio Corp — a Delaware corporation (file number 7294738), registered office 1007 N Orange St, 4th Floor, Suite 1382, Wilmington, New Castle County, DE 19801; principal place of business 447 Broadway, 2nd Floor, 1156, New York, NY 10013, United States. Contact: support@arsy.ai · https://arsy.ai