Master Terms of Service
Last Updated: January 2025
THIS MASTER SERVICES AGREEMENT ("Agreement") GOVERNS CLIENT'S USE OF THE ARIA DIGITAL PRODUCT AND SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR (3) OTHERWISE USING THE ARIA DIGITAL PRODUCT OR SERVICES, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A CLIENT, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH CLIENT TO THIS AGREEMENT.
1. Definitions
Affiliates: Any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Agreement: This Master Services Agreement.
Beta Products: ARIA Digital services or products designated as beta, pilot, limited release, non-production, or evaluation.
Confidential Information: Any information disclosed by either party marked or reasonably understood to be confidential, except information that is public, known prior, disclosed by a third party, or independently developed.
Free Services: Any ARIA Digital services or products made available free of charge.
Effective Date: The date Client agrees to the terms of this Agreement.
Client: The company or legal entity entering into an Order Form with ARIA Digital or subscribing via the ARIA Digital website.
Client Data: Electronic data and information submitted by or on behalf of Client in the ARIA Digital Product.
Non-ARIA Application: Any third-party application that interoperates with ARIA Digital Product.
Order Form: Document setting forth specific ARIA Digital Product, pricing, and other terms, referencing this Agreement.
Payment Services: Payment services and solutions provided by ARIA Digital or its partners.
Pricing Schedule: ARIA Digital Product pricing schedule as attached or published online.
Product Documentation: Instructions, help files, technical documentation, and user manuals for ARIA Digital Product.
Security Documentation: ARIA Digital's Information Security Policy.
ARIA Digital Product: ARIA Digital's SaaS-based product and related services.
ARIA Digital Website: www.ariadigital.com and related applications.
Users: Employees, consultants, contractors, and agents of Client provided access to ARIA Digital Product.
2. ARIA Digital Responsibilities
Provision of Product
ARIA Digital will provide access to its Product per this Agreement and applicable Order Form, grant a limited, non-transferable, non-exclusive right to use, provide standard support, and use reasonable efforts for uptime except for planned downtime or circumstances beyond control.
Protection of Client Data
ARIA Digital will maintain appropriate safeguards for Client Data as described in its Security Documentation.
Compliance
ARIA Digital will comply with applicable laws in providing its Product.
Beta & Free Services
Beta and Free Services are provided "AS-IS" with no warranties or liability.
3. Client Responsibilities
License Restrictions
Client will not reverse engineer, probe, scan, test, compete, transfer, resell, frame, mirror, or use outside permitted scope.
Client Responsibilities
Client must cooperate, prevent unauthorized access, use in accordance with Agreement and laws, maintain equipment, and ensure accuracy and legality of Client Data.
Affiliates
Affiliates may enter into Order Forms; each is a separate obligation.
4. Non-ARIA Applications
Use & Integration
Use of Non-ARIA Applications is solely between Client and provider. ARIA Digital is not responsible for third-party acts or omissions.
5. Fees
Fees
Client will pay fees as set forth in Order Form or Pricing Schedule. Fees are non-cancelable and non-refundable unless otherwise stated.
Invoicing & Payment
Client must provide valid payment information; fees are due upon invoice.
Late Payment
Late payments may accrue interest and result in suspension of access.
Taxes
Fees are exclusive of taxes; Client is responsible for all applicable taxes.
6. Proprietary Rights & Confidentiality
Reservation of Rights
ARIA Digital retains all rights to its Product and Confidential Information.
License by Client
Client grants ARIA Digital a license to use Client Data for service delivery, support, analytics, and security.
Feedback
ARIA Digital may use feedback without obligation.
Confidentiality
Each party will protect Confidential Information and only disclose as permitted.
7. Warranties & Disclaimers
ARIA Digital Warranties
Product will conform to documentation and security standards. Sole remedy for breach is termination and refund of prepaid fees.
Third Party Services
ARIA Digital is not liable for third-party failures.
Client Data
Client warrants rights to provide data.
Disclaimers
Except as stated, all warranties are disclaimed; Product is provided "AS-IS."
8. Indemnification
By ARIA Digital
ARIA Digital will defend Client against claims of IP infringement, subject to conditions.
By Client
Client will defend ARIA Digital against claims arising from Client Data or excluded claims.
9. Limitation of Liability
Limitation
Except for indemnification, confidentiality, or license restrictions, neither party is liable for indirect damages or direct damages exceeding amounts paid in the prior 12 months.
10. Termination
Term
Agreement commences on Effective Date and continues until terminated.
Termination
Either party may terminate for material breach or insolvency.
Survival
Certain terms survive termination.
11. General
Export Compliance
Each party will comply with export laws.
Publicity
ARIA Digital may refer to Client's name and trademarks in marketing materials.
Assignment
Neither party may assign without consent except in connection with sale or merger.
Amendment/Waiver
Changes must be in writing.
Relationship
No partnership, agency, or joint venture is created.
Unenforceability
Invalid provisions are enforced as nearly as possible; remainder remains in effect.
Entire Agreement
Supersedes prior agreements.
Force Majeure
Neither party liable for events beyond reasonable control.
Notices, Governing Law, Venue
Notices to ARIA Digital at Attn: Legal Team, 9-605 Brock Street North, Whitby, ON L1N 8R2. Governing law: Province of Ontario, Canada. Venue: Courts of Ontario.
Appendix: Pricing Schedule
Pricing as per Order Form or published schedule.