IMPORTANT: READ THIS KARU SERVICE AGREEMENT (“AGREEMENT”) BEFORE INSTALLING OR USING THE KARU SERVICE (AS DEFINED BELOW). THIS IS A LEGAL AGREEMENT BETWEEN RAPID SOFTWARE TECHNOLOGIES, INC. (“KARU”) AND YOU OR THE ENTITY THAT YOU REPRESENT (“CUSTOMER”) (INDIVIDUALLY A “PARTY”, COLLECTIVELY THE “PARTIES”). THIS AGREEMENT GOVERNS CUSTOMER’S USE, INCLUDING ANY FREE TRIAL USE, OF THE KARU SERVICE (AS DEFINED BELOW). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX OR BUTTON INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR BY DOWNLOADING, INSTALLING, USING OR ACCESSING THE KARU SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE DOWNLOADING, INSTALLING, USING OR ACCESSING THE KARU SERVICE FOR USE BY AN ENTITY OR OTHER INDIVIDUALS OTHER THAN YOURSELF, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT COPY, INSTALL, USE OR ACCESS THE KARU SERVICE. IF YOU HAVE SEPARATELY NEGOTIATED ANOTHER AGREEMENT WITH KARU, THE TERMS OF SUCH AGREEMENT SHALL OVERRIDE THESE TERMS AND KARU ONLINE TERMS OF SERVICE.
This Agreement (“Agreement”), is made by and between “Customer” and Rapid Software Technologies Inc. (“Service Provider”). Customer and Service Provider are each a “Party” and together are the “Parties”. This Agreement sets forth the terms and conditions applicable to Service Provider performance of the services (“Karu”) as outlined in the “Karu Service” attached hereto as Exhibit A.
1. License. During the Term (defined on Order), Service Provider grants to Customer the limited, non-exclusive, non-transferable, revocable right to use Karu as described and set forth in Exhibit A, along with any related documentation, subject to the terms and conditions of this Agreement and the following limitations:
a. Karu shall solely be used by Customer in connection with Service Provider; and b. Any and all use of the Karu must be in accordance with all applicable laws and regulations, including but not limited to those regarding export and data privacy. All right, title, and interest in and to Karu, the documentation and all copies thereof, shall at all times remain with Service Provider.
2. Customer’s Obligations. Customer shall not, and shall not authorize or enable any third party to reverse engineer, decompile, or disassemble Karu or otherwise attempt to discover any source code of Karu. If Customer decides to host Karu, Customer will be responsible for providing a Microsoft Azure Project in which Karu software will run. If Customer is using Karu’s SaaS version, no additional action is required. Customer agrees to participate in surveys, product feedback (through multiple channels) and communication with Service Provider for the purposes of product feedback.
3. Confidentiality. “Confidential Information” means information, in any form or format, marked confidential, identified as Confidential Information at the time of disclosure or the nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential Information includes, but is not limited to, benchmarks, pricing and roadmaps. Recipient will use at least commercially reasonable efforts to maintain the confidentiality of the Discloser’s Confidential Information, agrees to use Confidential Information only for purposes consistent with this Agreement and will notify the Discloser promptly of any unauthorized use or disclosure of Confidential Information. Confidential Information may be disclosed and used by recipient’s employees, contractors, professional advisors and third parties having a need to know and who are under a similar obligation of confidentiality.
4. Warranties. Service Provider represents, covenants, and warrants that: (a) Service Provider will perform with due diligence and in a professional manner and in full compliance with the highest professional and ethical standards of practice in the industry, all applicable laws and regulations (including but not limited to employment, privacy and export laws and regulations) and Customer’s privacy, safety and security rules and regulations and to Customer’s reasonable satisfaction; (b) Service Provider will not offer, give or receive money, gifts, favors or excessive entertainment to Customer employees or customers. Service Provider is not restricted or under any obligation by a current or former employer or contractor which limits, restricts or in any way affects Service Provider’s ability to comply with this Agreement; (c) Karu is wholly original with Service Provider; (d) Karu does not and will not infringe, misappropriate or violate any third party’s proprietary rights or intellectual property rights; and (e) Karu does not and will not contain any viruses, which will mean any computer code or routine designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of any software, or any other associated software, firmware, hardware, or computer system (including local area or wide-area networks), in a manner not intended by Customer. Service provider does not warrant that the services will be uninterrupted or error free.
5. Indemnification. 5.1 Service Provider agrees, at its own expense, to indemnify, defend Customer and hold Customer harmless against any suit, claim, or proceeding brought against Customer alleging that the use of Services in accordance with this Agreement infringes any Canadian copyright, Canadian trademark or Canadian patent, provided that Customer (i) promptly notifies Service Provider in writing of any such suit, claim or proceeding, (ii) allows Service Provider, at Service Provider’s own expense, to direct the defense of such suit, claim or proceeding, (iii) gives Service Provider all information and assistance necessary to defend such suit, claim or proceeding, and (iv) does not enter into any settlement of any such suit, claim or proceeding without Service Provider’s written consent. The foregoing obligations do not apply with respect to the Services or portions or components thereof (x) not supplied by Service Provider, (y) made in whole or in part in accordance to Customer specifications, (z) combined with other products, processes or materials where the alleged infringement would not have occurred without such combination. This section states Service Provider’s entire liability and Customer’s exclusive remedy for infringement or misappropriation of intellectual property of a third party. 5.2 Customer hereby agrees, at its own expense, to indemnify, defend and hold harmless Service Provider against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any demand, claim, action, suit or proceeding that arises from an alleged violation of Sections 2 above.
6. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SERVICE PROVIDER FOR THE APPLICABLE SERVICES UNDER THIS AGREEMENT OR RELATING TO ANY SUBJECT MATTER OF THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT AN INTERRUPTION IN SERVICE(S) DUE TO CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF SERVICE PROVIDER, SUCH AS A FAILURE OF TELECOMMUNICATIONS OR NETWORK SYSTEMS NOT CONTROLLED BY SERVICE PROVIDER, SHALL NOT BE CONSIDERED A SERVICE OUTAGE OR SERVICE DEFICIENCY FOR PURPOSES OF ANY REMEDY PROVIDED IN THIS AGREEMENT.
7. Termination. 7.1 Customer may not terminate this Agreement at any time with or without cause except that either Party may terminate this Agreement upon written notice to the other if the other Party is in breach of any material term or condition of this Agreement and the breaching Party fails to cure the breach within thirty (30) days of receipt of notice of that breach. 7.2 Customer has thirty (30) days before Renewal Date to notify Service Provider of non-renewal or their contract will automatically renew. 7.3 In the case where customer is using the Karu hosted deployment model and a customer decides to terminate their agreement with Service Provider or Party fails to cure a breach within the time stated in Section 7.1, Karu will wipe Customer’s single tenant completely within seven (7) days.
8. Term. The term of this Agreement shall commence on the Service Start Date listed in the Order and shall continue to the Renewal Date listed in the Order at which time the Parties may upon mutual agreement agree to renew the Contract Term Length as set forth in the Order.
9. Third Party Software and Services. As part of the Karu Services, Service Provider may make third party software and services available to Customer. Such third party software and services are governed by their respective terms and conditions, and this Agreement in no way modifies or alters such third party terms and conditions or imposes additional terms and conditions other than those set forth herein. In particular, when using Azure OpenAI third party through the Karu Services, the following terms and conditions apply:
a. Explicit Feature Usage: Karu will only transmit customer data to Azure OpenAI upon explicit usage of generative AI features within the Karu platform. This condition reinforces the principle of data minimization and ensures that data is only shared with Azure OpenAI when necessary for the specific purposes of providing the requested generative AI functionalities.
b. Training Data Restrictions: While using Karu’s Azure OpenAI key, customer data will not be used to inform or train Azure OpenAI/OpenAI's generative AI model.
c. Customer Key Usage Responsibility: If the customer chooses to use their own generative AI model API key instead of Karu’s Azure OpenAI key, they are responsible for negotiating and adhering to the terms of usage, training, and retention with their model provide directly. In this scenario, Karu will not be responsible for managing any relationship between the customer and the generative AI model provider or for any terms and conditions agreed upon by the customer and the provider.
EXHIBIT A – Karu Service This Exhibit A is governed by the Agreement (“Agreement”) between Customer and Service Provider and is fully incorporated therein. All terms used in this Exhibit and not otherwise defined will have the same meaning as in the Agreement.
1. Karu Assistant Chat: Service Provider provides a universal educational material search tool that allows users to search from educational materials scattered across multiple materials/files from a single interface. Customer will have the option to choose which data sources to search over. Similar to all other major cloud companies, Service Provider continuously improves its services and search result quality by reviewing performance data, monitoring service usage, debugging issues brought to its attention, and incorporating customer feedback.
2. Karu Assistant Sessions:Service Provider provides generative AI capabilities that allows users to the following features: Karu Assistant Chat, Karu Magic Notes, Karu Practice Sessions, and Karu Review Sessions.Karu Assistant features will respect the same infrastructure, configuration, security and permissions listed in Agreement.Customer has the ability to use Service Provider’s generative AI key provided by Azure OpenAI or their own generative AI key provided by Azure OpenAI.
3. Karu Services:Service Provider provides a fully managed solution and Service Provider will fully manage, monitor and provide updates in real time. Service Provider will provide a dedicated CSM and Solutions Architect to manage the Service Provider, Customer relationship.Service Provider will provide a one time free setup to help set up initial material uploads. For any custom set up, Service Provider will scope the support needed and provide an SOW to provide paid professional services.
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