Terms & Conditions

This Subscription Agreement (“Agreement”) is made and entered into as of  (Today’s Date) (the “Effective Date”), by and between ARISTARA.AI, a corporation organized and existing under the laws of the State of California, with its principal office located at 15000 Hawthorne Blvd, Lawndale CA 90260 (“Company”), and the user, a hotel or similar lodging establishment (“Customer”).

 WHEREAS , the Company provides AI-powered software as a service (“SaaS”) solutions for hotel; and

 WHEREAS , the Customer wishes to subscribe to the Company’s services under the terms and conditions set forth in this Agreement;

 NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

  1.  Services Provided 

The Company agrees to provide the Customer with access to the following services provided:

• AI REVENUE MANAGER

An AI-powered dynamic pricing system designed to optimize room rates in real time based on market trends, competitor pricing, occupancy levels, and demand forecasts. The system automatically creates price suggestions to maximize revenue and occupancy while maintaining competitiveness. The Client acknowledges that pricing recommendations are generated using AI-driven algorithms and external data sources.

• ARI AI CONCIERGE 

An AI driven guest assistance platform that enables automated, real-time responses to guest inquiries, requests, and service needs. Accessible to the hotel guest via QR code scan and runs through the browser application. The Client agrees that AI Concierge operates as a virtual assistant and does not replace human staff where direct intervention is required. 

• AI GUEST REVIEW RESPONDER

This feature provides AI-generated responses to guest reviews across online platforms, ensuring timely and professional engagement. The system utilizes sentiment analysis and customizable templates to generate responses that align with the hotel’s brand voice and guest experience strategy. The Client acknowledges that AI-generated responses require periodic human review and approval to align with specific brand messaging and compliance requirements.

AI REV shall not be responsible for any misinterpretation or errors resulting from AI-generated responses.

  1.  Term and Termination 

a. If the Customer terminates this Agreement before the end of the agreed-upon subscription term, the Customer shall be liable for a penalty fee equal to 25% of the total subscription cost for the remaining months of the original agreed-upon term. This penalty fee shall be calculated based on the total months initially committed to and is due immediately upon termination. This Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

b. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party. 

c. The Company may immediately terminate this Agreement if the Customer fails to pay any fees due under this Agreement or breaches any other material provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach from the Company.

  2.  Customer Responsibilities 

a. The Customer is responsible for maintaining its own internet access and equipment necessary to access and use the Services.

b. The Customer shall ensure that its use of the Services complies with all applicable laws, regulations, and terms of this Agreement.

c. The Customer shall not resell, lease, or otherwise provide access to the Services to any third party.

  3.  Limitation of Liability 

a.  No Warranty : The Services are provided on an "as-is" and "as-available" basis. The Company makes no warranties, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

b.  Limitation of Liability : To the maximum extent permitted by law, in no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, loss of data, or loss of use, whether in an action in contract, tort (including negligence), or otherwise, even if the Company has been advised of the possibility of such damages. The Company's total cumulative liability arising from or related to this Agreement, whether in contract or tort or otherwise, shall not exceed the total amount of fees paid by the Customer to the Company under this Agreement during the twelve (12) months prior to the claim.

c.  Exclusions : The Company shall not be liable for any damages arising from or related to (i) the Customer’s use or inability to use the Services; (ii) any unauthorized access to or alteration of the Customer’s transmissions or data; (iii) any failure of the Services due to reasons beyond the Company's control, including but not limited to internet outages or data breaches; (iv) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through the Services by any third party; (v) any errors, omissions, or inaccuracies in any content; or (vi) any business decisions made by the Customer based on the data or analytics provided by the Services.

  4.  Indemnification 

The Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees and costs) arising out of or in any way connected with the Customer’s access to or use of the Services, including any data or content transmitted or received by the Customer.

  5.  Governing Law 

a. Agreement 

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Los Angeles County and the parties hereby consent to personal jurisdiction and venue therein.

b. Arbitration 

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles, California. The decision rendered by the arbitrator shall be final

and binding on both parties, and judgment may be entered on the arbitrator's award in any court of competent jurisdiction. 

  6.  Entire Agreement 

This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, or representations. This Agreement may only be modified by a written document signed by both parties.

  7.  Miscellaneous 

a.  Severability : If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

b.  Assignment : The Customer may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.

c.  Counterparts : This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  8.  Confidentiality 

Confidential Information. Each party acknowledges that it may receive confidential or proprietary information ("Confidential Information") from the other party during the term of this Agreement. Each party agrees to use the Confidential Information only for purposes of this Agreement and to protect the confidentiality of the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.

Electronic Execution Clause: 

This Agreement may be executed and delivered by electronic signature (including via facsimile, PDF, or any other form of electronic transmission), which shall be deemed an original for all purposes. The parties hereto agree that electronic signatures shall be as valid as original signatures, and the electronic delivery of this Agreement, or any counterparts thereof, shall be as effective as physical delivery. 

Counterparts Section: 

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of a counterpart of this Agreement by electronic means shall be legally binding on the party delivering such counterpart. 

 IN WITNESS WHEREOF , the parties hereto have executed this Subscription Agreement as of the date first above written.

9. Intellectual Property

All intellectual property rights in and to the Services and related documentation, including but not limited to any software, algorithms, and content provided by the Company, shall remain the sole and exclusive property of the Company. Nothing in this Agreement shall convey any rights or ownership in such intellectual property to the Customer.

10. Data Handling & Security

The Company shall implement reasonable and appropriate technical and organizational security measures to protect Customer Data. The Customer acknowledges that use of the Services involves the transmission of data over networks that are not owned or controlled by the Company. The Company is not responsible for any data loss or breach outside its control.

11. Modifications to Services or Agreement

The Company reserves the right to modify the Services or the terms of this Agreement at any time. The Company shall provide notice to the Customer of any material changes. Continued use of the Services following any such modifications constitutes acceptance of the modified terms.

12. Beta Features and Feedback

From time to time, the Company may offer new features or beta services to selected Customers. The Customer understands these may not be fully tested and agrees to provide feedback. All feedback is considered non-confidential and the Company may use it without restriction or compensation.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, failure of suppliers, utility failures, or governmental acts.