This Sentiyen Terms of Service Agreement (this “Agreement”) governs the access and use of the Sentiyen Service (as defined in Section 1 below). This Agreement is a legally binding contract entered into between Square Footage, Inc., dba Sentiyen (“Sentiyen”) and ****the person or entity on whose behalf access to the Sentiyen Service is granted, whether that is you or your employer or another person or entity (“**Customer**”). Please note that Sentiyen may modify the terms of this Agreement in accordance with Section 12. Please feel free to contact Sentiyen at contact@sentiyen.com if you have any questions about this Agreement.
ACCEPTANCE OF THIS AGREEMENT: BY INDICATING YOUR ACCEPTANCE TO THIS AGREEMENT, ENTERING INTO OR ACCEPTING ANY SENTIYEN WRITTEN OR ELECTRONIC ORDER FORMS OR ONLINE SIGN-UP, REGISTRATION, OR ORDER FLOW THAT REFERENCES THIS AGREEMENT (EACH, AN “ORDER FORM”), DEPLOYING THE SENTIYEN SERVICE, OR OTHERWISE USING OR ACCESSING THE SENTIYEN SERVICE IN ANY MANNER: (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW); AND (2) YOU REPRESENT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) ON BEHALF OF THE CUSTOMER AND TO BIND THE CUSTOMER TO THE TERMS OF THIS AGREEMENT (WHICH MEANS THAT YOU ARE ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SENTIYEN SERVICE ON BEHALF OF ANOTHER PERSON OR ENTITY, E.G., YOUR COMPANY, AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT, AND USE THE SENTIYEN SERVICE, ON BEHALF OF SUCH OTHER PERSON OR ENTITY).
IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR YOU DO NOT HAVE THE REQUISITE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF THE CUSTOMER AS SET FORTH ABOVE, DO NOT ACCEPT THIS AGREEMENT OR OTHERWISE ACCESS OR USE THE SENTIYEN SERVICE (OR ANY PART THEREOF). UPON YOUR ACCEPTANCE OF THIS AGREEMENT AS SET FORTH ABOVE, THIS AGREEMENT WILL BE BINDING UPON BOTH SENTIYEN AND CUSTOMER.
- DEFINITIONS
- “Account” means the account registered in the name of Customer to access the Sentiyen Service, including any sub-accounts registered for Authorized Users.
- “Account Data” means the account information and data provided when registering an Account for the Sentiyen Service, which may include name, location, e-mail address or other contact information, and billing information.
- “AI Features” means the generative artificial intelligence and other machine learning functionality or features available through the Chatbot and Platform.
- “AI Input” means the Customer Materials, including in the form of prompts or queries, input by or on behalf of Customer or by any Users into the AI Features.
- “AI Output” means the output generated through the submission of AI Input to the AI Features.
- “Authorized Users” means Customer’s employees, contractors, representatives, and/or agents, each who are authorized by Customer to use the Sentiyen Service.
- “Beta Features” means any beta versions, beta features, and/or functionality of the Platform and/or Chatbot, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, and made available by Sentiyen to Customer hereunder.
- “Chatbot” means the Sentiyen chatbot assistant, powered by certain artificial intelligence (AI) and machine learning (ML) capabilities that Sentiyen makes available for Customer’s deployment as a dedicated webpage or widget on the Customer Website pursuant to this Agreement.
- “Customer Materials” means any and all data (including Account Data), information, content, and/or other materials that are (a) uploaded, submitted, and/or transmitted to the Platform and/or the Chatbot by Customer and/or any Users, or (b) otherwise provided or made available to Sentiyen by Customer and/or any User in connection with the use of the Sentiyen Service.
- “Customer Website” means the website(s) that the Customer registers and specifies within the Platform, where the Customer is able to deploy the Chatbot pursuant to this Agreement.
- “Documentation” means Sentiyen’s then-current technical and functional documentation for the Platform and/or Chatbot made available to Customer hereunder.
- “End Users” means any visitors who access and use the Chatbot through the Customer Website.
- “Intellectual Property Rights” means patents and patent applications, inventions (whether or not patentable), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, mask-work rights, moral rights, author’s rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all derivatives, renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.
- “Order Form” means Sentiyen’s standard written or electronic order form mutually agreed upon and executed by the parties for Customer’s purchase of access to the Sentiyen Service set forth in such order form.
- “Platform” means Sentiyen’s proprietary hosted software platform made available by Sentiyen to Customer on a remote online basis pursuant to this Agreement, which enables Customer to upload Customer Materials to generate a dedicated Chatbot based on AI Input and to deploy the Chatbot on the Customer Website, and any and all modified, updated, or enhanced versions thereof.
- “Sentiyen Service” means, as applicable, the operation of and provision of access to the Platform, Chatbot, Beta Features, Documentation, Support, and/or Implementation Services that are made available or provided by Sentiyen to Customer under this Agreement.
- “Subscription Term” means the term of Customer’s subscription license to access the Sentiyen Service as specified in the applicable Order Form, and any renewal(s) thereof pursuant to Section 5.1.
- “Users” means Authorized Users and End Users, collectively.
- ACCESS TO THE SENTIYEN SERVICE
- Right to Access the Platform. Subject to the terms and conditions of this Agreement, Sentiyen grants to Customer a personal, non-exclusive, non-sublicensable, non-transferable limited right, during the Subscription Term, to access and use, and permit its Authorized Users to access and use, the Platform, over the internet, solely to generate Customer’s dedicated Chatbot for deployment on the Customer Website and for Customer’s own business purposes, in accordance with this Agreement and the Documentation, and subject to any applicable usage parameters or restrictions specified in the Documentation or by Sentiyen in writing regarding the scope of use of the Platform.
- License to Chatbot. Subject to the terms and conditions of this Agreement, Sentiyen grants to Customer a personal, non-exclusive, non-sublicensable, non-transferable limited license, during the Subscription Term, to (a) install, display, and/or deploy the Chatbot on the Customer Website solely for Customer’s own business purposes, in accordance with this Agreement and the Documentation, and subject to any applicable usage parameters or restrictions specified in the Documentation or by Sentiyen in writing regarding the scope of use of the Chatbot, and (b) permit its End Users who are bound by End User Agreements (as defined in Section 3.7) to access and use the Chatbot solely through and as deployed on the Customer Website.
- Beta Features. If Customer elects to access any Beta Features, Sentiyen grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Beta Features solely for Customer’s internal evaluation and subject to any and all technical limitations implemented in the Beta Features and/or other applicable limitations by Sentiyen for the Beta Features. Beta Features are provided as-is, are not supported, and may be subject to additional terms as specified by Sentiyen in writing and/or in the applicable documentation for the Beta Features. Nothing in this Agreement requires or otherwise obligates Sentiyen to make available any Beta Features to Customer. Sentiyen reserves the right to terminate Customer’s access to any Beta Features at any time, for any reason.
- Support and Implementation Services. Sentiyen will use commercially reasonable efforts to provide Customer remote technical support by email and/or phone for Customer’s use of the Sentiyen Service during Sentiyen’s normal business hours (“Support”). To submit a request for Support, please use the in-app chat or contact by email at: support@sentiyen.com. Sentiyen may also provide Customer with certain implementation, integration, and/or other professional services as specified on the applicable Order Form (the “Implementation Services”). The fees, scope, timeline, and tasks of the parties with respect to such Implementation Services shall be as specified in an Order Form or as otherwise mutually agreed upon by the parties in writing.
- Prohibited Uses. Customer acknowledges that the Sentiyen Service embodies, contains, and constitutes valuable trade secrets of Sentiyen and its licensors and suppliers. Accordingly, Customer agrees that it will not, and it will not permit any third party (including, without limitation, any User) to:
- use or allow access to the Sentiyen Service (or any part or component thereof) in a manner that circumvents contractual usage restrictions or that exceeds any applicable usage parameters or restrictions;
- license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share, or otherwise make any portion of the Sentiyen Service (or any part or component thereof) available for access by third parties except as otherwise expressly provided in this Agreement;
- access or use the Sentiyen Service (or any part or component thereof) for the purpose of developing competitive products or services or for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purpose;
- reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets, or any underlying ideas, algorithms, and/or technology from or about the Sentiyen Service;
- use the Sentiyen Service (or any part thereof) in a way, including, without limitation, to store, transmit, or upload any material and/or content, that violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity;
- upload, generate, distribute or disseminate any unlawful, defamatory, pornographic, harassing, abusive, fraudulent, obscene, misleading, harmful (or that may promote harm of individuals or a group), or otherwise objectionable content through or in connection with the use of the Sentiyen Service (or any part thereof);
- use the Chatbot for any activities where the use or failure of the Chatbot could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems);
- use the Chatbot other than directly, or in connection with a service that Customer offers directly, to End Users;
- direct use of the Chatbot towards, or in connection with any Customer Website or other service that is likely to be accessed by, individuals under the age of 18;
- use the Chatbot in clinical practice, to provide medical advice, or in any manner that is overseen by or requires clearance or approval from a medical device regulatory agency;
- if Customer is (or becomes) a “covered entity” or “business associate” as defined in HIPAA, use the Chatbot for any purpose or in any manner involving transmitting protected health information to Sentiyen unless Customer has received prior written consent for such use from Sentiyen;
- upload to, or otherwise provide in connection with the use of, the Sentiyen Service, any Customer Materials that contain any Sensitive Data (as defined in Section 3.6) without Sentiyen’s prior written consent in each instance;
- remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Sentiyen or its licensors and/or suppliers on or within any part of the Sentiyen Service;
- interfere with or disrupt the integrity or performance of the Sentiyen Service, or any related system, network, or data, or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Sentiyen Service;
- take any action that imposes an unreasonable or disproportionately large load on the Sentiyen Service (or any part or component thereof), or its underlying infrastructure and systems;
- attempt to gain unauthorized access to the Sentiyen Service, or its related systems or networks or attempt to disable or circumvent any security mechanisms contained, or used and/or implemented by Sentiyen, in the Sentiyen Service;
- frame, mirror, or utilize framing techniques to enclose the Sentiyen Service or any portion thereof;
- use any meta tags, “hidden text”, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license, or download the Sentiyen Service (or any part thereof), and/or the personal information of others without Sentiyen’s prior written permission or authorization;
- use the Sentiyen Service to store or transmit any malicious or unsolicited code or software;
- impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity or falsify age or date of birth or any other eligibility requirements; or
- use the Sentiyen Service (or any part thereof), or transmit Customer Materials, AI Output, or any other content, data or materials, in any manner that violates in any law, rule, regulation, or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations.
- Changes and Modifications. Sentiyen reserves the right, in its sole discretion, to make changes to the Sentiyen Service (or any part thereof) at any time that Sentiyen deems necessary or useful to (a) maintain or enhance: (i) the quality or delivery of services to Sentiyen’s customers; (ii) the competitive strength of or market for Sentiyen’s services; or (iii) the cost efficiency or performance of the Sentiyen Service; or (b) comply with applicable laws.
- Suspension or Termination. Sentiyen may suspend, terminate, or otherwise deny Customer’s or any User’s access to or use of all or any part of the Sentiyen Service, without incurring any resulting obligation or liability, if: (a) Sentiyen receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Sentiyen to do so; (b) Sentiyen believes, in its good faith and reasonable discretion, that (i) Customer or any User has accessed or used the Sentiyen Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Sentiyen Service; or (iii) such access and use poses an imminent security risk or an imminent risk to Sentiyen Property (as defined in Section 6.3) or will interfere materially with the proper continued operation of the Sentiyen Service or the information technology infrastructure used by or on behalf of Sentiyen in hosting and providing the Platform and/or Chatbot; or (c) this Agreement, or any applicable Subscription Term, expires or is terminated. This Section 2.7 does not limit any of Sentiyen’s other rights or remedies, whether at law, in equity, or under this Agreement.
- Security. Sentiyen shall implement and maintain industry-standard technical and organizational security measures reasonably designed to prevent unauthorized access to and disclosure of unencrypted Customer Materials stored on the Platform or otherwise in Sentiyen’s possession or control.
- Open Source Components. The Platform, Chatbot, and Beta Features may contain third party software, including, without limitation, open source software components (collectively, “Open Source Components”). Open Source Components are not licensed under this Agreement, but are instead licensed under the terms of the applicable license agreement for such Open Source Components, which is available upon request from Sentiyen. Customer’s and its Users’ use of Open Source Components is subject to the terms of each applicable license, and Customer is solely responsible for compliance with such licenses.
- CUSTOMER OBLIGATIONS & RESPONSIBILITIES
- Accounts. In order to use the Sentiyen Service, Customer must register an Account, and may be required to register sub-Accounts for each Authorized User. Customer agrees to, and shall ensure that its Authorized Users, provide and maintain Account Data that is true, accurate, current, up to date, and complete. Customer agrees that it will not, and will not permit any Authorized User or other third party to, create an Account or sign up to access the Sentiyen Service using a false identity or fictitious name or information. Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting Customers’ and its Authorized Users’ passwords, license keys, and/or other access credentials for the Account. Customer is solely responsible for any activity occurring under the Account, regardless of whether such activity is authorized by Customer. Customer agrees to notify Sentiyen immediately of any unauthorized use of or access to the Account.
- Administrators; Permissions. Customer may designate an administrator or administrators (each, an “Administrator”) to administer and manage Customer’s Account, which includes, without limitation, the right to invite Authorized Users to access and use the Sentiyen Service on behalf of Customer and to assign certain permissions and access rights to each Authorized User (“Permissions”). Customer acknowledges and agrees that depending on the Permissions granted to an Authorized User, such Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to access and use the Sentiyen Service. Customer acknowledges and agrees that Customer is solely responsible and liable for its Administrators’ administration and management of the Account, including, but not limited to, the inviting and granting of access to the Account and Sentiyen Service to Authorized Users and the assignment of Permissions to Authorized Users. Customer shall be responsible for its Authorized Users’ compliance with the terms and conditions of this Agreement, and any noncompliance of any Authorized User shall be deemed a breach of this Agreement by Customer.
- AI Features. The Platform and Chatbot utilize and/or integrate AI Features which may be developed and owned by Sentiyen or third parties. For example, the Chatbot and Platform integrate AI Features developed by OpenAI, L.L.C (“OpenAI”) via the OpenAI API. Customer acknowledges that it has reviewed and agrees to comply with OpenAI’s then-current terms, conditions, policies, and other agreements for the use of the OpenAI AI Features available here https://openai.com/policies (collectively, the “OpenAI Terms”), and agrees to and shall review and comply with any updated versions thereof. Customer further acknowledges, understands and agrees that: (a) artificial intelligence and machine learning are rapidly evolving fields of study, (b) given the probabilistic nature of machine learning, use of the AI Features may in some situations result in incorrect AI Output that does not accurately reflect real people, places, or facts, or conform to Customer’s specifications, prompts or requirements, and (c) Customer is responsible for evaluating the accuracy of any AI Output as appropriate for Customer’s use case, including by using manual human review of the AI Output. Without limitation to Section 2.5, Customer agrees that it will not, and it will not permit any Users or other person to: (i) use the AI Features or any AI Output to develop, train, or improve any AI or ML models (separate from authorized use of the Chatbot and Platform under this Agreement); (ii) represent any AI Output as being approved or vetted by Sentiyen or its affiliates, personnel, service providers, agents, or representatives; or (iii) represent any AI Output as being an original work or a wholly human-generated work. ALL AI OUTPUT IS GENERATED THROUGH MACHINE LEARNING PROCESSES AND IS NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY SENTIYEN. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THAT ALL AI OUTPUT IS ACCURATE AND APPROPRIATE FOR ANY AND ALL OF CUSTOMER’S USE CASES OR APPLICATIONS.
- License to Customer Materials. Customer hereby grants to Sentiyen a worldwide, royalty-free, non-exclusive license to process and use (including through the use of subcontractors) Customer Materials and AI Output generated by or on behalf of Customer or its End Users solely to the extent necessary to provide Customer the Sentiyen Service and other services provided by Sentiyen to Customer hereunder or as otherwise expressly permitted in this Agreement.
- Responsibility for Customer Materials and Customer Website. Customer acknowledges and agrees that Customer, and not Sentiyen, is solely responsible for (a) the Customer Materials, AI Output, and the Customer Website, including the legality, reliability, security, accuracy, and appropriateness thereof, and (b) all activities relating to the access, availability, updating, use, and operation of the Customer Website. Customer represents and warrants that: (i) Customer or its licensors own all right, title, and interest in and to the Customer Materials and Customer Website; (ii) Customer has all necessary ownership, rights, authorizations, and consents to transmit, submit, and otherwise use the Customer Materials in connection with the Sentiyen Service and to grant Sentiyen the licenses in and to the Customer Materials as set forth in this Agreement, and (iii) the Customer Materials and Customer Website do not and will not violate this Agreement, any third party’s trademark and/or branding usage guidelines or requirements, any applicable laws, rules, or regulations, or any third party’s intellectual property or other proprietary rights. Without prejudice to Sentiyen’s obligations in Section 2.8, Customer is responsible for its secure use of the Sentiyen Service, including, without limitation: (a) protecting account authentication credentials; and (b) implementing measures to allow Customer to backup and archive appropriately in order to restore availability and access to Customer Materials in a timely manner in the event of a physical or technical incident.
- Personal Data. To the extent any Customer Materials include, or Customer or any User otherwise transmits, processes, and/or provides, any personally identifiable information through or in connection with the use of the Sentiyen Service (“Personal Data”), which is subject to any applicable data protection laws and/or regulations (“Applicable Data Laws”), Customer represents and warrants that: (a) such Personal Data is not sensitive data (such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers) as defined pursuant to Applicable Data Laws (“Sensitive Data”), and that Customer shall not upload to, or otherwise provide in connection with the use of, the Sentiyen Service, any Customer Materials that contain any Sensitive Data, (b) Customer is in compliance with all Applicable Data Laws, and (c) Customer has obtained all permissions and/or approvals from each applicable data source as may be necessary or required to transmit such data through the Sentiyen Service and/or provide or make available such data to Sentiyen hereunder. Personal Data shall only be used in accordance with this Agreement and Sentiyen’s Privacy Notice. To the extent any additional data processing agreements or addendums, or similar documents, agreements, statements, or policies are deemed necessary or appropriate to comply with any Applicable Data Laws with respect to any Personal Data exchanged pursuant to this Agreement, Customer shall enter into Sentiyen’s then-current data processing agreement.
- End User Agreements. Customer shall remain solely liable at all times for its and its End Users’ use of the Chatbot. Customer shall ensure End Users are subject to binding end user terms or similar agreements for its services and Customer’s privacy policy that complies with this Section (collectively, “End User Agreements”) that (a) include licenses to the Chatbot limited to the scope provided herein, and (b) are at least as protective of Sentiyen as the provisions contained in this Agreement, including but not limited to any provisions regarding restrictions on use of the Sentiyen Service and AI Output, prohibited users, disclaimers, indemnities, disclosures and restrictions regarding third party AI Features and AI functionality, and intellectual property rights of Sentiyen. Customer shall (i) implement and maintain a clear and conspicuous privacy policy that complies with all applicable laws and regulations (including, without limitation, Applicable Data Laws) and describes to the End User the data and information (including, but not limited to, End User Personal Data) that is collected by such party, and how such data and information (including, but not limited to, End User Personal Data) is used and shared by Customer with Sentiyen; and (ii) comply with such privacy policy. Customer shall remain solely responsible for its End Users’ compliance with their respective End User Agreements.
- Third Party Integrations. The Sentiyen Service may contain links to, or otherwise allow Customer to connect to and/or use certain third party products, data, services, websites, applications, software, scripts and/or APIs (all of the foregoing, collectively “Third Party Integrations”). Third Party Integrations are not owned, controlled, or operated by Sentiyen and are subject to separate terms and conditions of the applicable third party provider. If Customer decides to access and use any Third Party Integrations, such use is and shall be governed solely by the terms and conditions for such Third Party Integrations. Sentiyen does not endorse, is not responsible for, and makes no representations as to such Third Party Integrations, their content or the manner in which they handle, secure, protect, or use Customer’s data. Sentiyen is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s access or use of any such Third Party Integrations, or Customer’s reliance on the privacy practices or other policies of such Third Party Integrations. SENTIYEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY INTEGRATIONS, AND SENTIYEN WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN CUSTOMER AND THE THIRD PARTY PROVIDERS OF SUCH THIRD PARTY INTEGRATIONS.
- FEES; PAYMENT TERMS
- Subscription Fees. Customer shall pay the applicable subscription fees for Customer’s subscription tier, as set forth on the applicable Order Form (the “Subscription Fees”). Except as otherwise set forth in the Order Form, the Subscription Fees payable by Customer will remain fixed during the Subscription Term unless Customer (a) exceeds any usage parameters or restrictions specified in the Order Form, or (b) subscribes to any additional features, functionality, or products which are subject to additional fees. Upon any increase in Subscription Fees as described above, Customer shall pay the Subscription Fees for such increase on pro-rated basis for the remainder of Customer’s then-current Subscription Term, and all applicable Subscription Fees shall renew in full at the start of any subsequent renewal term.
- Support and Implementation Services Fees. Sentiyen’s standard Support offering is included in the Subscription Fees. If Customer requests any additional or enhanced Support beyond the standard offering, such Support may be subject to additional fees, which shall be set forth in the applicable Order Form entered into by Customer and Sentiyen for the purchase of such Support. If Customer purchases Implementation Services, Customer shall pay the applicable fees as set forth in the applicable Order Form.
- Payment Terms. Unless otherwise set forth on the applicable Order Form: (a) all Subscription Fees are due and payable at the time Customer submits the applicable Order Form and upon the first date of any renewal term, and will be automatically billed to the credit card, or other payment method designated by Customer in the Order Form or otherwise specified in the Customer’s Account (the “Payment Method”), and (b) Implementation Services fees and additional Support fees (if applicable) will be invoiced to Customer and payable by Customer within thirty (30) days of the invoice date. Customer represents and warrants that it has the legal right and authority to use the Payment Method provided by Customer hereunder. Customer hereby authorizes Sentiyen and its third party payment processors to bill and charge the Payment Method for the applicable fees due and payable by Customer hereunder and any applicable taxes and any other charges that Customer may incur in connection with the use of the Sentiyen Service, in accordance with the billing terms in effect at the time a fee or charge is due and payable. To the extent that any amounts owed by Customer cannot be collected from or through the Payment Method(s), Customer is solely responsible for paying such amounts by other means. Customer agrees to pay interest at the rate of 1.5% per month (or the maximum rate allowed by applicable law, whichever is lower) on amounts past due, and to pay all reasonable costs, including attorneys’ fees and costs, associated with Sentiyen’s collection of past due amounts. If payment is not received or cannot be charged to Customer for any reason in advance, Sentiyen reserves the right to suspend or terminate Customer’s and its Users’ access to Sentiyen Service and/or terminate this Agreement in accordance with Section 5.2(a). All fees are non-refundable and non-cancellable and will be paid in U.S. dollars.
- Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and Customer is and shall be responsible for payment of all such taxes (other than taxes based on Sentiyen’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of Sentiyen Service, or performance of any services by Sentiyen hereunder.
- TERM; TERMINATION
- Term. Unless earlier terminated by either party in accordance with this Agreement, this Agreement commences on the Effective Date and will continue for the Subscription Term. Each Subscription Term will automatically renew for successive terms equal to the initial Subscription Term, unless either party provides the other written notice of non-renewal prior to the end of the then-current Subscription Term. Customer may terminate this Agreement at any time by requesting termination via email at support@sentiyen.com or by canceling their Subscription through the Platform. The service will stop at the end of the then-current billing period.
- Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches its obligations under this Agreement and does not remedy such material breach within thirty (30) days of the date on which the breaching party receives written notice of such breach from the non-breaching party; or (b) becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or makes an assignment for the benefit of creditors.
- Effect of Termination. Upon termination of this Agreement: (a) Customer’s and its Users’ right to access and use the Sentiyen Service will terminate, and Customer will cease, and ensure its Users cease, all use of the Sentiyen Service, and (b) except in the event of termination by Customer in accordance with Section 5.2(a) above, all outstanding fees immediately becoming due and payable, including, without limitation, any Subscription Fees due and payable for the remainder of the then-current Subscription Term. Customer is responsible for exporting all Customer Materials stored on the Platform and Chatbot prior to termination or expiration of this Agreement. The following Sections will survive any termination or expiration of this Agreement: 1, 2.5, 3.3, 3.8, 4, 5.4, and 6 through 13.
- PROPRIETARY RIGHTS
- Customer Proprietary Rights. As between the parties, and subject to the licenses and rights granted to Sentiyen under this Agreement, Customer shall retain all right, title, and interest in and to the Customer Materials and, subject to Customer’s compliance with this Agreement and the OpenAI Terms, the AI Output (collectively, “Customer Property”). Customer Property does not include Usage Data or De-Identified Data. Notwithstanding the foregoing, Customer acknowledges and agrees that due to the nature of machine learning, AI Output may not be unique to Customer, and the Sentiyen Service may generate output that is the same or similar to the AI Output for Sentiyen or its other customers.
- Usage Data. Customer acknowledges and agrees that Sentiyen has the right to collect, generate, process and use information, metrics, analytics, and data relating to the use and performance of the Sentiyen Service and which may be derived from Customer Property (collectively, “Usage Data”); provided that, Sentiyen will only disclose Usage Data, to third parties, including subcontractors, for the purposes of facilitating the Sentiyen Service, to improve, test, and maintain the Sentiyen Service, to perform its other obligations and exercise its rights under this Agreement, or as otherwise required by law. In addition, Customer agrees that Sentiyen may obtain and use Customer Property and Usage Data to create aggregated, anonymized or deidentified data or information of similar form that does not permit the identification of Customer or any Users or other individual or entity (the “De-Identified Data”). Sentiyen shall own De-Identified Data and may retain, use, and disclose such data for any lawful business purpose, including to improve its products and services.
- Sentiyen Proprietary Rights. Subject to Customer’s rights in and to Customer Property, Sentiyen or its licensors retain all right, title, and interest in and to (a) the Sentiyen Service, including, all materials, graphics, user and visual interfaces, images, code (including source code or object code), products, applications, and text, embodied in, or comprising the Sentiyen Service, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Sentiyen Service, (b) the Usage Data and De-Identified Data, (c) the trademarks, service marks, proprietary logos, and other distinctive brand features found in the Sentiyen Service, and any and all modifications, updates, enhancements, and improvements thereto, and all intellectual property and proprietary rights, embodied in, or otherwise applicable to any of the foregoing (collectively, “Sentiyen Property”). There are no implied rights or licenses in this Agreement and all rights and licenses not expressly granted in this Agreement are expressly reserved by Sentiyen.
- Feedback. To the extent Customer or any User provides any suggestions and/or feedback to Sentiyen regarding the functioning, features, and other characteristics of any Sentiyen Property, or any part or component thereof, or other materials or services provided or made available by Sentiyen hereunder (“Feedback”), Customer hereby grants Sentiyen a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under Customer’s and its licensors’ Intellectual Property Rights to use and exploit such Feedback in any manner and for any purpose.
- CONFIDENTIALITY. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain proprietary and non-public information regarding the Disclosing Party’s products, services, and business (collectively, “Confidential Information”). Without limiting the foregoing, Confidential Information shall include: (a) with respect to Sentiyen: the Platform, Beta Features, Documentation, Feedback, and any non-public technical and business information regarding the Sentiyen Service, non-public aspects of the Sentiyen Service (or any part thereof), and all other materials and information disclosed under this Agreement that are marked “confidential” by Sentiyen or that Customer knows or should have known, under the circumstances, are considered confidential by Sentiyen; and (b) with respect to Customer: the Customer Materials, and all other materials and information disclosed under this Agreement that are marked “confidential” by Customer or that Sentiyen knows or should have known, under the circumstances, are considered confidential by Customer. The Receiving Party agrees that it will not disclose to any third party or cause to be disclosed any of the Disclosing Party’s Confidential Information unless authorized in writing by the Disclosing Party, and shall refrain from using the Disclosing Party’s Confidential Information except to the extent necessary to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information that the Receiving Party can demonstrate is: (i) publicly available through no fault of the Receiving Party; (ii) otherwise known to the Receiving Party through no wrongful conduct of the Receiving Party; (iii) disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; or (iv) independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party without violating this Section to the extent that such Confidential Information is required to be disclosed by law or court order; provided, however, that the Receiving Party shall first give the Disclosing Party prompt notice of such order so that the Disclosing Party may take appropriate actions to protect its rights, including seeking a protective order or other appropriate remedy. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors, in each case under a duty of confidentiality except (x) as required by law, or (y) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality). Upon expiration or termination of this Agreement, the Receiving Party shall promptly return or destroy Confidential Information in its possession or control and, except as otherwise expressly provided in this Agreement or Sentiyen’s Privacy Notice, will not make or retain any copies of such information, except that the Receiving Party may retain one (1) archival copy of such information solely for purposes of ensuring compliance with this Agreement or any applicable laws, rules, or regulations.
- INDEMNIFICATION
- Indemnification by Customer. Customer shall indemnify, defend, and hold Sentiyen and its affiliates, officers, directors, employees, contractors, representatives, licensors, and agents harmless from and against any Claims brought against Sentiyen and any Losses attributable to such Claims to the extent arising out of or related to: (a) Customer’s or its Authorized Users’ breach of this Agreement, including, but not limited to, any representation, warranty, or agreements referenced herein; (b) Customer Property and/or any Customer Website, including, but not limited to, allegations that any Customer Property and/or Customer Website violate any applicable laws, rules, or regulations or infringe or misappropriate the intellectual property or privacy rights of any third party; (c) Customer’s or any Users’ breach of any Applicable Data Laws or violation of any third-party right, including without limitation any Intellectual Property Right, publicity, confidentiality, property, or privacy right; (d) breach or violation by Customer or its Users of any terms and conditions, policies, orders, or other agreements and/or guidelines applicable to any third party AI Features or any Third Party Integrations; (e) Customer’s or its Users’ use or misuse of the Platform, Chatbot, and/or any AI Output; or (f) any End User claims.
- Procedure. The party to be indemnified party shall (a) promptly notify the indemnifying party in writing of any claim asserted against the indemnified party (provided that, a delay in providing notice does not excuse the indemnifying party’s obligations unless the indemnifying party is prejudiced by such delay), (b) give the indemnifying party sole control of the defense thereof, and (c) at the indemnifying party’s reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall the indemnifying party enter into any settlement that involves an admission of liability, negligence, or other culpability of the indemnified party or requires the indemnified party to contribute to the settlement without the indemnified party’s prior written consent. The indemnified party may participate and retain its own counsel at its own expense.
- DISCLAIMERS. THE SENTIYEN SERVICE, AI FEATURES, SUPPORT, IMPLEMENTATION SERVICES, AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY SENTIYEN HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND. SENTIYEN EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. SENTIYEN DOES NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE SENTIYEN SERVICE (OR ANY PART THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY AI FEATURES), SUPPORT, IMPLEMENTATION SERVICES, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY SENTIYEN WILL: (A) MEET CUSTOMER’S OR ANY USER’S REQUIREMENTS; (B) BE COMPATIBLE WITH CUSTOMER’S OR ANY USER’S NETWORK, COMPUTER, OR ANY THIRD PARTY INTEGRATIONS OR OTHER THIRD PARTY PRODUCTS OR SERVICES; (C) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) BE ACCURATE OR RELIABLE.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (A) SENTIYEN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR LOST DATA, OR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR RIGHTS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN SENTIYEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) SENTIYEN’S TOTAL AGGREGATE, CUMULATIVE LIABILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE FEES PAID OR PAYABLE TO SENTIYEN BY CUSTOMER UNDER THE APPLICABLE ORDER FORM GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR LIABILITY OR, WITH RESPECT TO ANY BETA FEATURES, FREE, TRIAL, OR BETA VERSION OF THE SENTIYEN SERVICE, $100. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THESE LIMITS. THE LIMITATIONS SPECIFIED IN THIS SECTION 10 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR ANY LIMITED REMEDY HEREUNDER. SENTIYEN DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS AFFILIATES, LICENSORS, AND SUPPLIERS.
- BASIS OF THE BARGAIN. THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY SET FORTH ABOVE IN SECTIONS 9 AND 10 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN SENTIYEN AND CUSTOMER. SENTIYEN WOULD NOT BE ABLE TO PROVIDE THE SENTIYEN SERVICE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS. THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY INURE TO THE BENEFIT OF SENTIYEN’S SUPPLIERS.
- MODIFICATIONS TO THIS AGREEMENT. Sentiyen reserves the right to update or modify this Agreement at any time. The revised Agreement will be posted at https://www.sentiyen.com/legal/terms. Except as stated below with respect to material changes, all updates and modifications to this Agreement will be effective from the day they are posted, as indicated by the “Effective” or Last Updated” date set forth above. If Sentiyen makes any material changes to this Agreement, Sentiyen will provide reasonable prior notice to Customer of these changes by sending a notification to the email address Sentiyen has on file for Customer, or, if Sentiyen does not have an email address on file, by posting a prominent notice on Sentiyen’s website and/or through the user interface of the Sentiyen Service. Material changes to this Agreement will become effective on the date set forth in the notice. It is Customer’s responsibility to regularly visit and review this Agreement for updates, changes, and modifications. If Customer does not agree to any updates or modifications to this Agreement, Customer must terminate its Account as set forth in Section 5.3 above and cease all use and access of the Sentiyen Service. Customer’s and/or any of its Users’ continued access or use of the Sentiyen Service (or any part thereof) after the applicable effective date of the revised Agreement will constitute Customer’s acceptance of the revised Agreement.
- GENERAL
- Governing Law; Venue. This Agreement will be governed by the laws of the State of California, U.S.A., without giving effect to any conflicts of law principles that may require the application of the law of a different jurisdiction. This Agreement (including without limitation, the Sentiyen Service and any services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the State and Federal courts located in San Francisco County, California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. In any action or proceeding to enforce rights under this Agreement, the substantially prevailing party will be entitled to recover costs and reasonable attorneys’ fees. Notwithstanding anything in this Agreement to the contrary, in the event of any actual or alleged violation of Sentiyen’s intellectual property or confidentiality rights, Sentiyen may seek injunctive or other appropriate relief in any court with competent jurisdiction in any country.
- Government Rights. The Platform and Chatbot provided under this Agreement (and their underlying software) are commercial computer software programs developed solely at private expense. As defined in U.S. Federal Acquisition Regulations (FAR) section 2.101 and U.S. Defense Federal Acquisition Regulations (DFAR) sections 252.227-7014(a)(1) and 252.227-7014(a)(5) (or otherwise as applicable to Customer), any software underlying the Platform and/or Chatbot is deemed to be “commercial items” and “commercial computer software” and “commercial computer software documentation.” Consistent with FAR section 12.212 and DFAR section 227.7202, (or such other similar provisions as may be applicable to Customer), any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. government (or any agency or contractor thereof) shall be governed solely by the terms of this Agreement.
- Publicity. Customer agrees that Sentiyen may include Customer’s name, logo, and/or other marks on Sentiyen’s website and in other internal and external marketing materials and/or presentations for the sole purpose of identifying Customer as a user of the Sentiyen Service.
- Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions will continue in full force without being impaired or invalidated in any way. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, will not be deemed to be a waiver of the future enforcement of such provision or right, and no waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right herein.
- Notices. All notices permitted or required to be sent to Sentiyen under this Agreement shall be in writing and sent by personal delivery, email (where permitted), or by certified or registered mail, return receipt requested, and shall be deemed delivered (a) upon personal delivery, (b) with respect to certified or registered mail, the later to occur of receipt or refusal of delivery, or five (5) business days after being deposited in the mail as required above, and (c) upon confirmation of transmission if sent by email. Notices shall be sent to each party at their respective addresses set forth in the initial Order Form, or to such other address as may be specified by either party to the other party by written notice in accordance with this Section.
- Consent to Electronic Notices. Customer consents to receiving electronic communications from Sentiyen via email, through the user-interface of the Sentiyen Service or through Sentiyen’s authorized support communication channels, which may include notices about transactional information and other information concerning or related to Customer’s use of the Sentiyen Service. These electronic communications are part of Customer’s relationship with Sentiyen and Customer receives them as part of Customer’s access and use of the Sentiyen Service. Customer agrees that any notices, agreements, disclosures, or other communications that Sentiyen sends Customer electronically will satisfy any legal communication requirements, including that such communications be in writing, to the extent permitted by applicable law.
- Assignment. Customer may not assign its rights or obligations under this Agreement without Sentiyen’s prior written consent. Any attempted assignment or transfer of this Agreement by Customer in contravention of the foregoing shall be null and void. Sentiyen may freely assign or transfer this Agreement in its entirety, or otherwise assign or delegate any of its rights or obligations under this Agreement (including the performance of any services hereunder) to its affiliates, employees, contractors, and subcontractors, without Customer’s consent. This Agreement shall be binding on the parties and their respective successors and permitted assigns.
- Third Party Rights. This Agreement is not intended to grant rights to anyone except Customer and Sentiyen, and in no event shall this Agreement create any third party beneficiary rights, nor be interpreted or construed to confer any rights or remedies on or to any third parties.
- Entire Agreement; Construction. This Agreement, together with the initial Order Form and any other Order Forms entered into by the parties hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous representations, understandings, agreements, communications, or purchase orders between the parties, whether written or oral, relating to the subject matter hereof. Section headings are provided solely for reference purposes and in no way define, limit, interpret, or describe the scope or extent of such section or in any way affect this Agreement. When used in this Agreement, the term “including” means “including without limitation,” unless expressly stated to the contrary.