This Agreement is made between Interactio, UAB and its affiliates ("Interactio", "Provider", "we", "us", "our") and you ("Customer", "you", "your"). If you are entering into this Agreement on behalf of an organization, you confirm you are authorized to bind the organization to this Agreement. All references to “Customer”, "you" or "your" refer either to you as an individual or your organization.
Effective Date: Date of acceptance by Customer.
Definitions
* Agreement: Agreement for Interactio platform usage subscription concluded by Interactio and the Customer. These Terms & Conditions, Agreement and Services Offer are all together the integral parts of the Agreement.
* Additional Services Offer: Any Services Offer that contains details of the Customer's order and is concluded online by the Parties after the purchase of the services. All Additional Services Offers shall be governed under the Agreement and these Terms & Conditions.
* Additional Subscription Period: Any of the additional periods that is equal to the Initial Subscription period and for which this Agreement shall automatically renew unless terminated in accordance with the provisions set forth in Article 7.2. of these Terms & Conditions.
* Confidential Information: Business, technical or financial information relating to the Disclosing Party’s business. Specifically for Interactio, this includes non-public information regarding features, functionality, and performance of the Service or software, internal software architecture, technical & features roadmap, the content of the Agreement and its performance details, pricing information, IT budget, operating costs, information systems, names and surnames, any patentable subject matter and all types of inventions. For Customer, this includes Customer Data.
* Customer Data: Non-public data provided by Customer to Interactio to enable the provision of the Services.
* Documentation: The online user guides, FAQs, technical specifications, and other explanatory materials for the Services provided by Provider, typically available in the Guides & Resources section of the Customer Dashboard (Panel).
* Effective Date: The date on which Customer accepts this Agreement, either electronically or by signing an Order Form.
* Fees: All amounts payable by Customer to Provider for the Services and any Additional Services, as specified in Customer’s order.
* Initial Subscription Period: The period starting on the Initial Subscription Start Date and ending on the Initial Subscription End Date indicated in the Services Offer.
* Meeting: A virtual meeting that is being held on Interactio meeting platform.
* Onboarding process: The process of familiarizing the Customer with the Platform through self-service resources, such as video and written guides available in Panel. Additional personalized or instructor-led training sessions may be provided for an extra fee.
* Participant(s): Any person that is connected to the meeting as listener, viewer, speaker, moderator or other form of participation.
* Personal Data: Any information relating to an identified or identifiable natural person.
* Platform: Interactio's proprietary online multilingual meeting and interaction platform.
* Provider IP: The Platform, Services, Documentation, and all related intellectual property rights, including all improvements, enhancements, and modifications thereto.
* Services: For simplicity purposes, services shall include Platform usage subscription and all other services provided by Interactio to the Customer under the Agreement, Services Offers (including Additional Services Offers), and all related documents.
* Service Level Agreement (SLA): The document outlining the guaranteed uptime and performance standards for the Services, typically attached as an Appendix or referenced policy.
* Services Offer: Part of the Agreement which contains details of the Customer’s order.
* Subscription Period(s): Initial Subscription Period and/or any Additional Subscription Period. Interactio reserves the right to terminate Customer’s access to the Platform upon the expiration of the Subscription Period, if the term has not been extended. Interactio is not liable for any damages or losses resulting from the termination of the Customer access to the Platform.
* Support Services: The technical assistance and support provided by Provider to Customer, as described in this Agreement.
* User(s): Individuals authorized by Customer to access and use the Services, for whom subscriptions have been purchased.
1. Acceptance of Terms & Eligibility
1.1. Agreement: Please review these Terms and Conditions ("Agreement") carefully. This Agreement is between you and Interactio, UAB and its affiliates and outlines the conditions under which you may access and use our services.
1.2. Authority: If you are entering into this Agreement on behalf of an organization, you confirm you are authorized to bind the organization to this Agreement.
1.3. Age: By using our Services, you are responsible for ensuring that you are at least 18 years of age. The Service is not intended for, and must not be used by, individuals under the age of 18. If you are under 18, you must not access or use the Service for any purpose. We reserve the right to suspend or terminate your account if we believe you do not meet the age requirement or if your use violates this Agreement.
1.4. Sanctions Compliance: Additionally, you are solely responsible for ensuring that your access to and use of the Services does not violate any applicable sanctions laws or regulations, including those imposed by the European Union (EU), United Nations, or other competent authorities. If you are subject to any EU or EU Member State sanctions, embargoes, or trade restrictions that would prohibit your use of the Services, you must not register, access, or use them, otherwise, you will automatically violate the Agreement. Interactio bears no responsibility or liability for any prohibited use of the Services by individuals or entities subject to such sanctions. We reserve the right to restrict access or terminate accounts where we reasonably suspect a breach of applicable sanctions laws.
2. Services and License Grant
2.1. Provision of Services: Subject to the terms of the Agreement and these Terms & Conditions, Interactio will use commercially reasonable efforts to provide the Services to the Customer. As part of the registration process, the Customer will identify an administrative user name and password for the Customer’s Interactio account. Interactio reserves the right to refuse registration or cancel passwords if it deems inappropriate. During the Initial Subscription period, the Customer is entitled to use the Platform Services Offer, along with receiving other Services specified in the Services Offer. During each Additional Subscription period, the Customer will continue to receive the same level Platform usage subscription as during the Initial subscription period. All Subscription periods are subject to the payment of fees as defined in Section 5.
2.2. License Grant: Subject to the terms and conditions of this Agreement, you may access and use, during the Subscription Term, the Services as set forth on each applicable Services Offer. Interactio grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free licence to use the Platform on a compatible device for your internal use only.
2.3. Updates and Functionality: Provider may update the Services periodically. Provider will use commercially reasonable efforts to inform Customer of significant changes.
2.4. Self-Service Model: Self-Service Model: Customer acknowledges and agrees that the Services are provided on a self-service basis. Customer is primarily responsible for setting up, configuring, and managing its use of the Platform, including managing User accounts and ensuring adequate connectivity and hardware.
2.5. Documentation: User Guide and Recommendations will be made available in the Guides & Resources section of the Customer Dashboard (Panel).
3. Usage Restrictions and Customer Responsibilities
3.1. Prohibited Uses: Customer shall not (and shall not permit any third party to):
Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services, modify, translate, or create derivative works based on the Services, resell, sublicense, rent, lease, lend, or otherwise provide access to the Services to any third party without Provider's prior written consent, use the Services for any illegal, unauthorized, or unlawful purpose, upload or transmit any infringing, libelous, or otherwise unlawful or tortious material, or material harmful to children or violative of third-party privacy rights, interfere with or disrupt the integrity or performance of the Services, access the Services to build a competitive product or service, remove any proprietary notices or labels.
3.2. Account Security: You will need to create an account by providing accurate and complete information. You will also be asked to create a username and password to access or use the Services and Platform. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You are responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party. Account access or credentials may not be shared with third parties. Your account is personal or tied to your organization, and not assignable or transferable. Unauthorized sharing may result in account suspension.
3.3. Customer Content: While Interactio provides accurate and high-quality translation using human interpreters, it is important to note that machine translation and interpretation, including the use of artificial intelligence (AI), may not always produce perfect or error-free translation and interpretation services. Customer agrees to take responsibility for translations and/or interpretations created using artificial intelligence and will not make any claims for poor or inappropriate quality of services to Interactio. You are responsible for content produced via automated tools and may not hold Interactio liable for inaccuracies in AI-generated translation or interpretation.
3.4. Equipment & Connectivity: Customer is responsible for obtaining and maintaining all necessary equipment, internet access, and ancillary services required to access and use the Services. Provider is not liable for issues arising from external factors.
3.5. Compliance with Laws: The Customer is solely responsible for the proper and lawful use of the Platform and other Services. The Customer represents, covenants and warrants that Customer will use the Platform and other Services only in compliance with the Agreement, information, and instruction provided during the Onboarding process, these Terms & Conditions, Interactio standard published policies in effect and all applicable laws and regulations. Although Interactio has no obligation to monitor the Customer’s use of the Services, Interactio may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
4. Service Levels and Support
4.1. Service Level Agreement (SLA): Provider shall use commercially reasonable efforts to meet the uptime and performance standards set forth in the SLA, which is incorporated by reference herein. See Appendix A for details.
4.2. Support Services: Provider will provide Support Services as described in its current Support Policy, which is detailed in Appendix C.
4.3. Support Channels: email, online portal.
4.4. Response Times: Provider does not guarantee immediate resolution of technical issues but will make reasonable efforts to resolve reported problems within 1 business day. The scope and nature of the technical support shall be determined at Interactio discretion, taking into account the resources available.
4.5. Exclusions: Support does not cover issues arising from Customer's equipment, third-party services, or misuse of the Platform.
4.6. Maintenance: Provider may perform scheduled and unscheduled maintenance. Provider will endeavor to provide advance notice for scheduled maintenance that may impact service availability.
5. Fees and Payment
5.1. Fees: The Customer agrees to pay the applicable fees based on the selected Interactio subscription plan. All Subscription periods are subject to the payment of fees. Fees are billed monthly or annually in advance depending on the subscription selected.
5.2. Pricing: All current prices are published at https://www.interactio.com/pricing. Provider reserves the right to change the prices at any time, and such changes shall become effective upon publication on the referenced webpage.
5.3. Price Changes for Existing Customers: Any changes in pricing applicable to existing Customers will be communicated at least 30 calendar days in advance via email or through the Platform. Continued use of the Services after the effective date of the new pricing constitutes acceptance of the updated terms.
5.4. Overage Charges: Any usage exceeding the limits defined in the Order Form will be subject to additional charges at Provider's then-current rates. Customer acknowledges that an invoice for such overages may be considered binding in the absence of a signed Additional Services Offer.
5.5. Payment Terms: Payment is due upon receipt of invoice.
5.6. Late Payments: Late Payments: Overdue payments may accrue interest at 1.5% per month or the maximum rate permitted by law.
5.7. Suspension of Services: Suspension of Services: Provider reserves the right to suspend or terminate Services if Fees are not paid when due, after providing reasonable notice.
6. Taxes:
6.1. VAT Invoices: If required by Law, Interactio will issue a VAT invoice, or a document that the relevant taxing authority will treat as a VAT invoice, to you. You agree that this invoice will be issued electronically. For this purpose you undertake to provide accurate and complete VAT number while registering in Interactio Self-Service system.
6.2. Payment of Taxes and Withholding: You will pay Interactio, and you are solely responsible for any applicable Taxes and Fees. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding Taxes and Fees, as may be required by applicable Law. If any such deduction or withholding Taxes and Fees (including domestic or cross-border withholding taxes) are required on any payment, you will pay such additional amounts as necessary, such that the net amount received by us is equal to the amount then due and payable under this Agreement.
6.3. Tax Determination: Tax determination is principally based on the location where you have established your business based on your Customer Data, or if you are an individual, where you permanently reside. This location will be defined by Interactio as your ‘Sold To’ address. Interactio reserves the right to cross reference this location against other available evidence to validate whether your location is accurate. If your location is inaccurate, Interactio reserves the right to charge you any outstanding Taxes and Fees.
7. Term and Termination
7.1. Subscription Term: This Agreement commences on the Effective Date and continues for the Initial Subscription Period specified in the Order Form.
7.2. Automatic Renewal: This Agreement includes an automatic renewal clause (also known as a “negative option”). At the end of the initial subscription term, the Agreement will automatically renew for successive periods of equal duration, unless the Customer cancels the Services in accordance with the Termination Clause.
7.3. Affirmative Consent Requirement: By accepting this Agreement, Customer provides clear and unambiguous affirmative consent to this automatic renewal clause.
7.4. Renewal Notification: Provider shall send a written renewal notice to the Customer no less than 15 days and no more than 30 days prior to the renewal date. The notice will include: The renewal terms, Any pricing changes, Clear instructions on how to cancel before the renewal becomes effective.
7.5. Termination for Cause: Provider reserves the right to terminate this Agreement with immediate effect if the Customer materially breaches the terms, including failure to pay. The Customer may terminate the Agreement at any time after the initial term by using the same method of cancellation as the original sign-up.
7.6. Effect of Termination: Upon termination, all outstanding fees for Services delivered prior to termination shall become immediately due and payable. Interactio reserves the right to terminate Customer’s access to the Platform upon the expiration of the Subscription Period, if the term has not been extended. Interactio is not liable for any damages or losses resulting from the termination of the Customer access to the Platform. Upon request, Provider will make Customer Data available for download for a limited period (e.g., 30 days) after termination, then delete it according to its data retention policies.
8. Confidentiality
8.1. Definition: Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Interactio also includes non-public information regarding features, functionality, and performance of the Service or software. For a better understanding, Confidential information of Interactio will be held including but not limited to: (i) the Interactio internal software architecture, (ii) the technical & features roadmap of the software, (iii) the content of the Agreement and its performance details, (iv) information related to pricing, certain Agreement price, (v) data or information in oral, written, graphic or electronic form about a specialized, adapted to Interactio’s operations or specially designed for software, program code, documents, concept, know-how, database schema, process, formula or test and statistics, usage reports and forecasts, IT budget, operating costs, information systems, (vi) names and surnames, (vii) any patentable subject matter and all types of inventions, even if they are in the early stage of studying or planning. Confidential Information of Customer includes non-public data provided by Customer to Interactio to enable the provision of the Services (“Customer Data”).
8.2. Obligations: The Receiving Party will: (a) use the Disclosing Party's Confidential Information only to fulfill its obligations or exercise its rights under this Agreement; (b) protect such Confidential Information with the same degree of care as it uses for its own similar information, but no less than reasonable care; and (c) not disclose such Confidential Information to any third party except to its employees, agents, and contractors who have a need to know and are bound by similar confidentiality obligations.
8.3. Exclusions: The Disclosing Party agrees that the foregoing shall not apply with respect to any information (except information consisting of Personal Data as its’ confidentiality obligations prevail unlimited period after the disclosure of Confidential Information consisting of Personal Data) after five (5) years following the termination of the Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.
8.4. Compelled Disclosure: Receiving Party may disclose Confidential Information if required by law, provided it gives prior notice to the Disclosing Party (if legally permissible).
8.5. Duration: Confidentiality obligations prevail for an unlimited period for Personal Data after disclosure. For other Confidential Information, obligations apply for five (5) years following the termination of the Agreement.
8.6. Penalty: If the Customer fails to fulfill any confidentiality obligations stated above, it shall be obliged to pay Interactio a fine equal to 10.000 (ten thousand) EUR. If the amount, mentioned in this clause, does not cover all loss incurred by the infringement, the Customer shall cover such additional loss, which has not been covered by the stated amount. The payment of the stated amount or/and incurred loss does not exempt the Customer from the further execution of any obligations arising under the Agreement.
9. Data Protection and Security
9.1. Data Processing Addendum (DPA): The parties agree to comply with the Data Processing Addendum [see Appendix B], which is incorporated by reference and sets forth the terms governing the processing of Personal Data under this Agreement.
9.2. Customer Data Ownership: The Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services.
9.3. Provider's Use of Data: Interactio shall have the right to collect and analyze technical data and other technical information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Interactio will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Interactio offerings.
9.4. Anonymized Data: Provider may collect and use aggregated, de-identified data derived from Customer's use of the Services for product improvement and analytics, provided it cannot be used to identify Customer or its Users.
9.5. Security: Provider will implement and maintain commercially reasonable technical and organizational measures designed to protect the security, confidentiality, and integrity of Customer Data.
10. Intellectual Property Rights
10.1. Provider IP: Interactio shall own and retain all rights, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth herein.
10.2. Customer Data: The Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. Customer retains ownership of Customer Data but grants Interactio the right to use it to deliver Services.
10.3. Feedback: Customer may provide feedback, suggestions, or ideas regarding the Services. Customer grants Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such feedback for any purpose without compensation or attribution.
11. Warranties and Disclaimers
11.1. Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
11.2. Provider Warranties: Interactio shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.
11.3. Disclaimer: HOWEVER, INTERACTIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND INTERACTIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. Indemnification
12.1. By Provider: Provider will defend Customer against any third-party claim that the Services (excluding Customer Data and third-party components) infringe a patent, copyright, or trademark, and will indemnify Customer for any damages finally awarded against Customer in connection with such claim, or for amounts paid in settlement, provided Customer: (a) promptly gives Provider written notice of the claim; (b) gives Provider sole control of the defense and settlement; and (c) provides reasonable cooperation.
12.2. By Customer: Customer will defend Provider against any third-party claim arising from or related to: (a) Customer Data, including any claim that Customer Data infringes or violates any third-party intellectual property or privacy rights; (b) Customer's or its Users' breach of the "Usage Restrictions and Customer Responsibilities" section; or (c) Customer's or its Users' gross negligence or willful misconduct; and will indemnify Provider for any damages finally awarded against Provider in connection with such claim, or for amounts paid in settlement, provided Provider: (a) promptly gives Customer written notice of the claim; (b) gives Customer sole control of the defense and settlement; and (c) provides reasonable cooperation.
13. Limitation of Liability
13.1. Exclusion of Indirect Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVIDER OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, GOODWILL, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2. Cap on Liability: IN NO EVENT SHALL PROVIDER'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3. Exceptions: THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (A) CUSTOMER'S PAYMENT OBLIGATIONS; (B) DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) BREACH OF CONFIDENTIALITY OBLIGATIONS; OR (D) INDEMNIFICATION OBLIGATIONS.
14. Governing Law and Dispute Resolution
14.1. Governing Law: This Agreement is governed by the laws of the Republic of Lithuania. This Agreement and all its annexes, terms and conditions, and related documents signed by Parties shall be governed by and interpreted in accordance with the laws of the country of establishment and registration of Interactio.
14.2. Jurisdiction: Any disputes shall be settled in the courts of the Republic of Lithuania, located in Vilnius. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in courts of the country of establishment and registration of Interactio (located in the capital city), and the Parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.
14.3. Informal Resolution: The parties agree to attempt to resolve any dispute arising under this Agreement through good faith negotiations prior to initiating any formal legal action.
15. Miscellaneous
15.1. Force Majeure: Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control (e.g., acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials).
15.2. Assignment: This Agreement is not assignable, transferable or sublicensable by Customer except with Interactio prior written consent. Interactio may transfer and assign any of its rights and obligations under this Agreement without consent.
15.3. Entire Agreement: This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.
15.4. Amendments: All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein
15.5. Waiver: No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
15.6. Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
15.7. Notices: All notices required or permitted under this Agreement shall be in writing and deemed given when sent by email with confirmation of receipt, to the addresses specified in the Order Form or as updated by either party.
15.8. Relationship of Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
15.9. Publicity: Both Parties are entitled to inform third parties (publish, announce and etc.) about the fact that Parties have or had a contractual relationship and general information about Services provided without revealing any financial, technical, or other Confidential information. Such information may be included in Party’s marketing or other public announcements and may include other Party’s trademark (company logo). Either Party is entitled to withdraw such right by giving written notice within a reasonable time in advance. After the end of such reasonable time, the other Party shall seize any future usage. In case the Customer resells Interactio Services (only with the prior approval of Interactio) the Customer shall ensure that they obtain all necessary consent from the end user (client) for the publication of general information about Services provided to this client and usage of such client’s trademark in the above-mentioned ways. If the Customer fails to obtain such consent, Interactio must be informed immediately, however not later than one (1) week before the first meeting in which Services are being provided. In case the Customer fails to fulfill any of the obligations defined in this Article, the Customer shall be obliged to compensate all losses suffered by Interactio within the reasonable time defined in the request of Interactio.
15.10. Insurance: The Customer is informed that for the duration of the Agreement the business activity of Interactio is insured by maintaining these types of insurance policies: General liability insurance policy, Professional liability insurance policy, and Cyber-risk insurance policy.
15.11. Costs & Attorneys' Fees: In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
APPENDIX A: Service Level Agreement (SLA)
This Service Level Agreement ("SLA") describes Interactio's commitment to the uptime and performance of the Interactio Platform (the "Services"). This SLA is incorporated into and governed by the Interactio SAAS PLATFORM USAGE AGREEMENT ("Agreement") between Interactio and Customer.
1. Service Commitment: Uptime Guarantee
Interactio will use commercially reasonable efforts to ensure the Interactio Platform is Available at least 99.9% of the time in any given calendar month (the "Monthly Uptime Percentage").
2. Definitions
"Available" or "Availability" means the Interactio Platform is operational and accessible to Customer's Users for its intended purpose, as measured by Interactio's monitoring tools.
"Downtime" means periods during which the Interactio Platform is not Available. Downtime does not include periods excluded under Section 4 (SLA Exclusions).
"Monthly Uptime Percentage" is calculated as: (Total number of minutes in a calendar month – Downtime minutes in that calendar month) / Total number of minutes in a calendar month * 100%.
"Service Credit" means a credit applied to Customer's future invoice for the Services, issued in accordance with Section 3.
3. Service Credits
If the Monthly Uptime Percentage for a given calendar month falls below 99.5%, Customer may be eligible for a Service Credit as follows:
Requesting a Service Credit: To receive a Service Credit, Customer must submit a request to Providers's support team within thirty (30) days of the end of the month in which the Downtime occurred. The request must include the dates and times of the claimed Downtime.
Sole Remedy: This Service Credit is Customer's sole and exclusive remedy for any unavailability or performance issues of the Services under this Agreement. Service Credits may not be exchanged for cash.
4. SLA Exclusions
The calculation of Availability will not include Downtime caused by or resulting from:
(a) Factors outside of Interactio’s reasonable control, including any force majeure events as described in the Agreement.
(b) Any act or omission by Customer or its Users (e.g., misuse of the Services, failure to provide accurate information, improper configuration, or exceeding usage limits).
(c) Customer’s or its Users' internet connectivity, equipment, software, or other technology not within Interactio’s direct control.
(d) Scheduled maintenance periods, provided Interactio has given reasonable advance notice (typically 24 hours).
(e) Suspension or termination of the Services in accordance with the Agreement (e.g., for non-payment or breach).
(f) Attacks (e.g., denial of service attacks) on the Services or Customer’s systems that are not preventable by Interactio’s standard security measures.
(g) Beta or trial services, or any features not generally available.
5. Monitoring and Reporting
Interactio utilizes internal monitoring tools to measure Platform Availability. While Interactio may provide a public-facing status page, the official measurement for SLA purposes shall be Interactio's internal monitoring systems.
APPENDIX B: Data Processing Addendum (DPA)
This Data Processing Addendum ("DPA") forms part of the SAAS PLATFORM USAGE AGREEMENT ("Agreement") between Interactio, UAB ("Processor") and the Customer ("Controller"). This DPA governs the Processing of Personal Data by the Processor on behalf of the Controller in connection with the Services provided under the Agreement.
1. Definitions
"Applicable Data Protection Law(s)" means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.
"Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach", and "Processing" shall have the meanings ascribed to them in Applicable Data Protection Laws, in particular the General Data Protection Regulation (EU) 2016/679 ("GDPR").
"Standard Contractual Clauses" means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as adopted by the European Commission, and as amended or replaced from time to time.
2. Roles of the Parties
For the purposes of this DPA, Customer is the Controller and Interactio is the Processor.
3. Details of Processing
3.1. Subject Matter and Duration: The subject matter and duration of the Processing are defined by the Agreement and this DPA. Processing will continue for the term of the Agreement, unless otherwise agreed in this DPA.
3.2. Nature and Purpose: The Processor will Process Personal Data to provide the Services as described in the Agreement and consistent with the Controller’s instructions. This includes facilitating multilingual meetings, providing interpretation services, and related support and operational activities.
3.3. Types of Personal Data: Personal Data Processed may include: names, email addresses, IP addresses, user IDs, audio/video data (from meeting content), chat messages, and other information voluntarily provided by Data Subjects or gathered in connection with their use of the Services.
3.4. Categories of Data Subjects: Data Subjects may include: Customer's employees, agents, contractors, meeting participants, and other individuals whose Personal Data is provided to the Processor through the Services.
4. Processor's Obligations
The Processor shall:
4.1. Processing Instructions: Process Personal Data only on documented instructions from the Controller, unless required to do so by Applicable Data Protection Law. In such a case, the Processor shall inform the Controller of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest. The Agreement and this DPA constitute the complete instructions for Processing.
4.2. Confidentiality: Ensure that persons authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
4.3. Security Measures: Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.
4.4. Sub-processing: The Controller generally authorizes the Processor to engage sub-processors. The Processor shall:
(a) Impose on the sub-processor data protection obligations equivalent to those set out in this DPA.
(b) Remain fully liable to the Controller for the performance of the sub-processor’s obligations.
(c) Provide the Controller with information about any intended changes concerning the addition or replacement of other sub-processors, thereby giving the Controller the opportunity to object to such changes. A list of current sub-processors is available [Link to Sub-processor List on Interactio website or in Documentation].
4.5. Data Subject Rights: Taking into account the nature of the Processing, assist the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Controller's obligation to respond to requests for exercising Data Subject rights under Applicable Data Protection Laws.
4.6. Data Breach Notification: Notify the Controller without undue delay upon becoming aware of a Personal Data Breach affecting Personal Data Processed under this DPA.
4.7. Assistance to Controller: Provide reasonable assistance to the Controller in ensuring compliance with the Controller's obligations regarding security, data protection impact assessments, and prior consultation with supervisory authorities, taking into account the nature of Processing and information available to the Processor.
4.8. Deletion or Return of Data: Upon termination or expiration of the Agreement, at the choice of the Controller, delete or return all Personal Data to the Controller and delete existing copies unless Applicable Data Protection Law requires storage of the Personal Data.
5. Controller's Obligations
The Controller represents and warrants that:
5.1. Lawfulness: It has all necessary rights, consents, and permissions to provide the Personal Data to the Processor for Processing under the Agreement and this DPA.
5.2. Instructions: Its instructions to the Processor are lawful and compliant with Applicable Data Protection Laws.
5.3. Notice and Consent: It is solely responsible for providing appropriate notices to Data Subjects and obtaining any necessary consents for the Processing of Personal Data by the Processor, as required by Applicable Data Protection Laws.
6. International Data Transfers
6.1. Transfer Mechanism: The Processor may transfer Personal Data outside the European Economic Area, the UK, or Switzerland, provided that such transfers are conducted in accordance with Applicable Data Protection Laws, which may include relying on Standard Contractual Clauses, adequacy decisions, or other lawful transfer mechanisms. The Processor will initiate proper communication prior to executing the dat transfer.
6.2. SCCs: If required for compliance with Applicable Data Protection Laws, the parties agree to enter into Standard Contractual Clauses, which shall be incorporated by reference into this DPA.
7. Liability
The liability of each party under this DPA shall be subject to the exclusions and limitations of liability set forth in the Agreement.
8. General Provisions
8.1. Conflict: In the event of a conflict between the terms of this DPA and the Agreement, this DPA shall prevail solely with regard to the Processing of Personal Data.
8.2. Governing Law & Jurisdiction: This DPA shall be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement.
APPENDIX C: Support Policy
This Support Policy describes the technical assistance and support services ("Support Services") provided by Interactio ("Provider") to the Customer under the SAAS PLATFORM USAGE AGREEMENT ("Agreement"). This policy is incorporated into and governed by the Agreement.
1. Scope of Support Services
Interactio's Support Services primarily cover issues directly related to the core functionality and availability of the Interactio Platform as described in the Documentation and your Services Offer. This includes:
Reporting and troubleshooting of bugs or errors in the Platform.
Assistance with understanding standard Platform features and functionalities.
Guidance on accessing self-service resources available in the Customer Dashboard (Panel).
2. Support Channels & Hours
Channels: Support requests may be submitted via:
Email: techsupport@interactio.io
Hours of Operation: Support is available during standard business hours, [e.g., Monday to Friday, 9:00 AM to 5:00 PM CET (Central European Time), excluding public holidays in Lithuania. For critical issues (as defined below), Provider will endeavor to respond outside these hours based on available resources.
3. Issue Severity & Response Times
Upon receiving a support request, Interactio will classify the issue and provide an initial response within the target times below. Interactio does not guarantee immediate resolution but will make reasonable efforts to resolve reported problems.
Severity 1: Critical
Definition: The Interactio Platform is completely unavailable or core functionality is unusable for all (or a significant portion of) Users, preventing Customer from conducting meetings.
Target Initial Response Time: 1 business hour (during or outside standard hours, depending on resource availability).
Severity 2: Standard
Definition: Non-critical issues, minor bugs, questions about Platform functionality, or performance degradations that do not prevent the use of core Services.
Target Initial Response Time: 1 business day (during standard hours).
4. Customer Responsibilities
To receive effective Support Services, Customer agrees to:
Utilize self-service resources (Documentation, FAQs, video guides) in the Customer Dashboard (Panel) prior to submitting a support request.
Provide a clear and detailed description of the issue, including steps to reproduce it, screenshots/recordings (if applicable), User IDs, Company name and any relevant error messages.
Cooperate with Interactio's support personnel as reasonably requested for diagnosis and resolution.
5. Exclusions from Support
Support Services do not cover issues arising from:
(a) Customer's or its Users' internet connectivity, network issues, equipment, hardware, or software not provided by Interactio.
(b) Third-party services, applications, or integrations not directly controlled or provided by Interactio.
(c) Misuse of the Platform, non-compliance with the Agreement, or failure to follow Documentation.
(d) Custom development, advanced configuration beyond standard self-service options, or personalized training beyond available self-service resources.
(e) Issues arising from machine-generated translations or interpretations (as per Section 3.3 of the Agreement).
(f) Beta or trial services.
6. General Provisions
The terms and conditions of the main Agreement, including but not limited to those regarding confidentiality, intellectual property, and limitation of liability, apply to this Support Policy. In the event of any conflict between this Support Policy and the main Agreement, the main Agreement shall prevail.
