Last updated April 1, 2026
TERMS OF USE
These Terms of Use ("Terms") constitute a binding agreement between Sentient Arc LLC ("Company," "we," "us," or "our") and the business entity or organization ("Customer," "you," or "your") accessing our Services as defined in the applicable Order Form executed between the parties (each a “Party” and collectively, the “Parties”). By executing an Order Form that references these Terms, you agree to be bound by these Terms.
You further acknowledge and agree that by accessing or using the Services, you have read, understood, and agreed to be bound by all of these Terms.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We will provide you with prior notice of changes to the Services you are using. Any such modifications shall become effective from the date of notification provided to you. The modified Terms will become effective upon posting or notifying you by sales@sentient-arc.com, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified Terms.
1. DEFINITIONS
For purposes of these Terms, the following capitalized terms shall have the meanings set forth below. Other capitalized terms used but not defined herein shall have the meanings assigned to them elsewhere in these Terms or in the applicable Order Form.
a. "Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Software on Customer's behalf, up to the number of user seats specified in the applicable Order Form.
b. "Confidential Information" means all non-public information disclosed by one Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical data, trade secrets, know-how, research, product plans, services, customer lists, business plans, financial information, and the terms of the Order Form. Our Confidential Information includes the Software's source code, algorithms, AI models, technical architecture, pricing, and business strategies.
c. "Customer Data" means all electronic data, information, and materials provided, uploaded images, audio, video or submitted by Customer or Authorized Users to the Services, including Input.
d. "Documentation" means the user guides, manuals, technical documentation, user walkthrough videos and other materials provided by Company to Customer relating to the use and operation of the Services, as may be updated from time to time.
e. “Error(s)” shall mean a verifiable and reproducible failure of the Software to perform any material function as set forth in the Documentation, arising from a programming defect in the Software, when used by the Subscriber in accordance with this Agreement and the Documentation. "Error" shall not include any failure or inability of the Software that: (i) results from misuse, improper use, or unauthorized operation of the Software; (ii) does not materially impact the functionality or operation of the Software; or (iii) is caused by factors beyond the Company's reasonable control, including but not limited to third-party cloud environments, hardware, software, firmware, or malicious code such as viruses, trojans, or malware.
f. “Fixes” shall mean any modification or addition to the Software that corrects Errors without altering its overall utility, functional capability, or intended application. Fixes shall include only those modifications or additions that the Company generally makes available to all its customers.
g. "Input" means any data, text, files, information, instructions, queries, commands, or other content submitted by Customer or Authorized Users to the Software for processing, analysis, or generation of Work Product, including but not limited to datasets, documents, parameters, configurations, and specifications.
h. “Intellectual Property” means and includes, all patents, trademarks, ideas, concepts, creations, discoveries, inventions, know-how, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, franchises, formulae, designs, data, documents, instruction manuals, records, memoranda, notes, whether or not copyrightable or patentable, or any written or verbal instructions or comments and other confidential information.
i. “Intellectual Property Rights” shall mean all rights, title, interests, and benefits in or to any Intellectual Property, whether registered or unregistered, including any applications, renewals, extensions, or future rights thereto, existing now or arising in the future, anywhere in the world.
j. "Order Form" means the ordering document executed by both parties that references these Terms and specifies the Services to be provided, fees, subscription term, number of Authorized Users, usage limits, and other commercial terms.
k. "Services" means the internet-accessible, cloud-hosted software-as-a-service offering which provides access to the Software and related support to Customer pursuant to these Terms and the applicable Order Form.
l. "Software" means Company's proprietary cloud-based software platform, marketed and provided under the name “SENTIENT”, including all applications, features, functionalities, APIs, and related technology components made available as part of the Services, together with any updates, upgrades, or enhancements provided during the Term.
m. "Subscription Fees" means the fees payable by Customer to Company for access to and use of the Services as specified in the applicable Order Form.
n. "Work Product" means any results, recommendations, generated content, visualizations, derivatives, or other materials produced or generated by the Software based on or in response to Input, Customer Data, web search.
o. “Third-Party Integrations” shall mean technologies, software, tools, or services integrated into the Software, which are furnished by third parties. Third-Party Integrations may include (but are not limited to) cloud hosting, open-source software components, or other external technologies or resources that are neither developed, owned, nor controlled by the Company.
2. INTELLECTUAL PROPERTY RIGHTS
a. Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Software and Services, including all source code, databases, functionality, software, architecture, algorithms, AI models, machine learning systems, and related technology, including all modifications, enhancements, derivative works, and improvements thereto. All website designs, audio, video, text, photographs, graphics, Documentation, and other materials made available through the Services (collectively, the "Content"), are also owned by us or our licensors, together with the trademarks, service marks, and logos contained therein, including but not limited to the "Sentient" and “Sentient Arc” name and logo (the "Marks").
b. Your use of our Software
Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Services solely for your internal business purpose during the Term.
Except as set out in this section or elsewhere in our Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to: sales@sentient-arc.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
c. Customer ownership
You retain all right, title, and interest in and to Customer Data, Input, Work Product generated by the Software in response to your Input, and any Work Product created by you using the Services. To enable us to provide the Services, you grant us a worldwide, non-exclusive, royalty-free, limited license to use, reproduce, store, transmit, display, and process your Customer Data, and Input, solely to: (i) provide and operate the Services; (ii) generate Work Product requested by you; (iii) maintain, support, and improve the Software and Services; and (iv) comply with applicable law. You acknowledge and agree that the Software incorporates artificial intelligence functionality, and that you shall be solely responsible for any Confidential Information and Customer Data uploaded, submitted, or otherwise made available by you within the Software.
d. Your submissions
By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you, and you hereby irrevocably waive any claims to such Submissions, including any moral rights or attribution rights.
3. REPRESENTATIONS AND WARRANTIES
a. Customer representation and warranties: By accessing or using the Software and Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are a duly organized and validly existing business entity with full authority to enter into and comply with these Terms; (5) the individual executing the applicable Order Form or otherwise accepting these Terms on Customer’s behalf has full authority to bind Customer to these Terms.
b. Company representation and warranties:
i. Limited Warranty. During the Term, we warrant that the Software will perform substantially in accordance with the specifications set forth in the Documentation, provided that you use the Software in accordance with these Terms. This warranty shall not apply to any failure of the Software resulting from (a) a Force Majeure Event, or (b) your or your Authorized Users’ material breach of these Terms.
ii. Exclusive Remedy. In the event of a valid warranty claim submitted by you in writing under this Section, your sole and exclusive remedy, and our entire obligation and liability, shall be, at our sole discretion, to: (a) provide Fixes to the Software; (b) repair or replace the affected functionality of the Software; or (c) if neither (a) nor (b) is commercially feasible, terminate the applicable Order Form and refund to you a pro-rated portion of any prepaid Subscription Fees covering the full unused months remaining in the Term as of the effective date of termination.
4. YOUR RESPONSIBILITY
a. Account Creation and Administration: To access and use the Software and Services, you shall designate one or more administrative users responsible for creating and managing your accounts and Authorized User accounts. You shall ensure that all registration information provided by you or your Authorized Users is accurate, complete, and kept current at all times.
b. Authorized Users: You are solely responsible for designating Authorized Users, granting and revoking access rights, and ensuring that Authorized Users access the Services only in accordance with these Terms, including determining which users are permitted to access the Services and the locations from which such access is permitted, and for all activities conducted through such Authorized User accounts. You shall ensure that each Authorized User must access the Software using a unique set of credentials, and Authorized User accounts may not be shared or used by more than one individual. You remain fully responsible and liable for all acts and omissions of your Authorized Users as if performed by you.
c. Account Security and Monitoring: You shall maintain the confidentiality and security of all account credentials and shall monitor usage of the Services by your Authorized Users. You are responsible for all activities conducted through your accounts, whether authorized or unauthorized, except to the extent resulting from our breach of these Terms. You shall promptly notify us of any unauthorized access, suspected security incident, or misuse of the Services and shall take reasonable steps to prevent continued unauthorized use.
d. Compliance Obligations: You shall ensure that your use of the Services, and the use by all Authorized Users, complies with these Terms and all applicable laws and regulations. You shall not permit access to or use of the Services in violation of applicable law or third-party rights.
e. Responsibility for Your Materials: You are solely responsible for all Customer Data, Inputs, and other materials submitted to or processed through the Services, including ensuring that such materials do not infringe any third-party rights or violate applicable laws.
f. Human Intervention: You acknowledge that the Services may generate automated or AI-assisted Work Product. You shall ensure appropriate human review and supervision prior to relying on or using any Work Product. You remain solely responsible for all decisions and actions taken based on the Services or any Work Product, and we shall have no liability arising from your failure to apply adequate human oversight.
g. Operational Responsibility: You shall ensure that your Authorized Users possess the necessary training, knowledge, and internal controls required to appropriately use the Software and Services. We shall not be responsible for errors, decisions, or outcomes arising from your or your Authorized Users’ use or misuse of the Services.
h. Username Administration: We reserve the right to remove, reclaim, or modify any username that, in our reasonable discretion, is inappropriate, misleading, or infringes third-party rights.
5. SUBCRIPTION FEES AND PAYMENT
a. In consideration of your access to and use of the Software, you agree to pay all Subscription Fees in accordance with the payment terms specified in the applicable Order Form. All Subscription Fees shall be stated in United States Dollars (USD) unless otherwise specified in the Order Form.
b. All invoices issued by us shall be payable within thirty (30) days from the invoice date unless otherwise specified in the applicable Order Form, and all payments are non-refundable except as expressly provided in these Terms. If you fail to pay any Subscription Fees within the applicable payment period, we may charge interest on the overdue amount at a rate of two percent (2%) per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right, upon prior notice, to suspend access to the Services until all outstanding amounts are paid.
c. All Subscription Fees are exclusive of applicable taxes, duties, levies, cess, or surcharges. You are responsible for payment of all applicable taxes associated with your subscription to or use of the Services, excluding taxes based solely on our income.
d. We may increase Subscription Fees upon renewal of the Term by providing you with at least sixty (60) days' prior written notice. If Customer does not agree to the fee increase, Customer may elect not to renew by providing written notice to Company prior to the renewal date, in which case the existing fees shall remain in effect through the end of the then-current Term.
6. FREE TRIAL
If specified in an Order Form, we may provide you with a trial period to evaluate the Software ("Trial Period"). During the Trial Period, the Software and Services are provided on an "as-is" and "as available" basis without warranties, support obligations, service level commitments, indemnities, or remedies, and any intellectual property rights in and to the Software, Services, and underlying technology. All intellectual property rights in and to the Software, Services, and underlying technology shall remain exclusively with the Company. All intellectual property rights in and to Customer Data, Inputs, and any Work Product created during the Trial Period shall vest in and remain with Customer. We may terminate the Trial Period at any time in its sole discretion. Unless you provide written notice of termination prior to expiration of the Trial Period, the subscription shall automatically convert to a paid subscription under the terms set forth in the Order Form, and the Subscriber shall be obligated to pay the applicable Fees.
7. PROHIBITED ACTIVITIES
You may access or use the Software and Services solely for your internal business purposes in accordance with the license granted to you under this Terms and as specified in your Order Form.. As a user of the Software and Services, you represent, warrant, and agree that you shall not and shall ensure that your Authorized Users and any third parties acting on your behalf do not, directly or indirectly:
a. Systematically retrieve data or other content from the Software and Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us, including scraping AI outputs to train competitive models.
b. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
c. Use the Software and Services in a manner inconsistent with any applicable laws or regulations.
d. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Software and Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Software and Services.
e. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, agents or similar data gathering and extraction tools, except as expressly authorized in writing by us.
f. Delete the copyright or other proprietary rights notice from any Content.
g. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
h. Attempt to bypass any measures of the Software and Services designed to prevent or restrict access to the Software and Services, or any portion of the Software and Services.
i. Copy or adapt the Software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
j. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the Software comprising or in any way making up a part of the Services, or attempt to derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software.
k. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Software and Services, or use or launch any unauthorized script or other software.
l. Use the Services to advertise or offer to sell goods and services unrelated to your legitimate business purposes.
m. Sell or otherwise transfer your profile or subscription access to any third party without our prior written consent.
n. Use the Services to input any data or content that you do not have the right to use, including confidential information of third parties or content that infringes intellectual property rights.
o. Attempt to use the Services to develop, create, or train any competing artificial intelligence, machine learning, or similar technology products or services.
p. Remove, obscure, or alter any proprietary notices, labels, or marks from the Services or any Work Product generated by the Services.
q. Use the Services or Software for time-sharing, service bureau, or similar purposes, or otherwise permit any third party to access or benefit from the functionality of the Services except as expressly authorized under this Terms;
r. Access or use individual components, modules, files, or materials of the Software independently of the Services unless expressly permitted; or.
8. SERVICES MANAGEMENT
We reserve the right, to: (1) monitor your use of the Software and Services to ensure compliance with these Terms, the Order Form, and applicable laws, subject to the confidentiality obligations herein; (2) suspend or terminate access your access to the Software and Services immediately if we reasonably believes that your use , violates applicable law or these Terms, including without limitation infringes third-party rights, or poses a security risk to the Software and/or Services or other customers; (3) implement reasonable technical measures to prevent abuse, including rate limiting, access restrictions, or temporary suspension pending investigation; (4) remove or disable Content that we reasonably determines to be unlawful, infringing, or in violation of these Terms, provided that we will provide you with prompt notice and an opportunity to cure where commercially reasonable; and (5) manage and maintain the Software and Services to protect security, integrity, and proper functioning. We will use commercially reasonable efforts to maintain the availability of the Services and to achieve an uptime target of 99% measured on a monthly basis, excluding scheduled maintenance windows and events beyond our reasonable control (including force majeure events, internet service provider failures, or Customer's acts or omissions, failure of Third-Party Integrations).
9. CONFIDENTIALITY OBLIGATION
a. Each Party agrees to: (a) protect the other Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose the other Party’s Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; (c) use the other Party’s Confidential Information solely for purposes of performing or receiving services under these Terms; and (d) promptly notify the other Party of any unauthorized disclosure or use of its Confidential Information.
b. “Confidential Information” shall not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving Party prior to disclosure without restriction; (c) is received from a third party without breach of any confidentiality obligation; (d) is independently developed by the receiving Party; or (e) which may be used as expressly permitted under these Terms or by the disclosing Party.
c. Either party may disclose Confidential Information to the extent required by applicable law, court order, or governmental authority, provided that, where legally permitted, the receiving Party: (a) promptly notifies the disclosing party of such requirement; (b) reasonably cooperates with the disclosing Party’s efforts to seek confidential treatment or a protective order; and (c) discloses only the minimum portion of Confidential Information legally required.
d. The obligations under this Section shall survive termination of these Terms and continue for a period of three (3) years from the termination or expiration of these Terms.
10. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms, and we process data in accordance with our Privacy Policy and applicable data protection laws. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
11. THIRD PARTY INTEGRATION
You acknowledge and agree that the operation, performance, and availability of the Software and any related features or Services may depend, in whole or in part, on Third-Party Integrations. Your subscription grants you no ownership or additional rights in any Third-Party Integrations and does not amend, modify, or override the terms of any applicable third-party license. You are responsible for complying with all applicable third-party license terms. In the event of any conflict between these Terms and the applicable third-party license terms, the relevant third-party license terms shall govern solely with respect to the applicable Third-Party Integrations.
12. TERM AND TERMINATION
a. Term: These Terms shall commence on the Effective Date and shall remain in force for the subscription period specified in the applicable Order Form (the “Subscription Period”). The Subscription Period shall begin on the subscription start date set out in the Order Form and shall continue for the tenure agreed therein. Unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiry of the then-current Subscription Period, the subscription shall automatically renew for successive periods of one (1) year each (each, a “Renewal Period”), unless otherwise specified in the Order Form. The Subscription Period together with all Renewal Periods shall collectively constitute the “Term.”
b. Termination for Cause: Either Party may terminate these Terms and/or Order Form immediately upon written notice if: (a) the other Party materially breaches these Terms or the Order Form and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach (or ten (10) days for payment breaches); (b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, administrator, or liquidator appointed; (c) the other Party ceases to conduct business in the ordinary course; or (d) the other party becomes subject to bankruptcy, insolvency, or similar proceedings that are not dismissed within sixty (60) days.
c. Termination by Company: We may terminate these Terms and/or Order Form immediately upon notice to you, if you or any Authorized User: (a) breach any usage restrictions, prohibited activities, or intellectual property provisions; (b) engage in any security violations, hacking attempts, or unauthorized access; (c) violate any laws or regulations in your use of the Services; (d) make false representations or warranties; (e) transfer or resell access without our consent; (f) are designated on any sanctions or restricted party lists.
d. Consequences of Termination: Upon termination of these Terms and/or applicable Order Form: (a) all licenses granted to you under these Terms and/or applicable Order Form will immediately terminate; (b) you must immediately cease all use of the Services; (c) you will remain liable for all fees and charges incurred prior to termination; and (d) upon your prior written request, within thirty (30) days following such termination or expiration, we shall make available to you an export of Customer Data in a commonly used, machine-readable format or if not requested, we shall delete your Customer Data within sixty (60) days of such termination or expiration, except as required by law or as necessary for our legitimate business purposes. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, indemnification, and limitations of liability.
13. GOVERNING LAW
These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.
14. DISPUTE RESOLUTION
Any legal action of whatever nature brought by either you or us shall be commenced or prosecuted in the state and federal courts located in New Castle, Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose.
YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
15. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND ANY WORK PRODUCT GENERATED THROUGH THE SERVICES, WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, ANY WORK PRODUCT, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT, ANY WORK PRODUCT, OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, INCLUDING WORK PRODUCT WHICH IS PROBABILISTIC IN NATURE AND MAY CONTAIN ERRORS OR INCONSISTENCIES, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
WORK PRODUCT MAY BE INACCURATE, INCOMPLETE, OR UNSUITABLE FOR YOUR INTENDED PURPOSE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY WORK PRODUCT. YOU ACKNOWLEDGE AND AGREE THAT: (A) WORK PRODUCT DOES NOT CONSTITUTE PROFESSIONAL ADVICE, INCLUDING LEGAL, FINANCIAL, MEDICAL, OR TECHNICAL ADVICE; (B) YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING ALL WORK PRODUCT PRIOR TO ANY USE OR RELIANCE; AND (C) YOU ASSUME ALL RISKS ARISING FROM YOUR USE OF OR RELIANCE ON SUCH WORK PRODUCT. YOU SHALL NOT USE THE SOFTWARE, SERVICES, ANY WORK PRODUCT FOR HIGH-RISK ACTIVITIES OR PURPOSES WHERE ERRONEOUS WORK PRODUCT COULD RESULT IN DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE.
THE SERVICES ARE NOT DESIGNED OR INTENDED TO COMPLY WITH INDUSTRY-SPECIFIC REGULATORY REQUIREMENTS, INCLUDING WITHOUT LIMITATION THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE FEDERAL INFORMATION SECURITY MANAGEMENT ACT (FISMA), OR SIMILAR REGULATORY FRAMEWORKS. ACCORDINGLY, IF YOUR USE OF THE SERVICES WOULD BE SUBJECT TO SUCH LAWS OR REGULATIONS, YOU MAY NOT USE THE SERVICES. YOU SHALL NOT USE THE SERVICES IN ANY MANNER THAT WOULD CAUSE A VIOLATION OF THE GRAMM-LEACH-BLILEY ACT (GLBA) OR ANY OTHER APPLICABLE DATA PROTECTION OR PRIVACY LAWS.
16. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREEGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO US THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
17. YOUR INDEMNIFICATION
a. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, contractors, licensors, service providers, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your or Authorised Users use of the Services other than as permitted under this Terms; (2) any claim that Customer Data, Inputs, or your use of the Services infringes or misappropriates any third-party Intellectual Property Rights or violates any third-party rights, (3) any acts, omissions, negligence, or willful misconduct of you or your Authorized Users in connection with the use of the Services.
b. In connection with any such claim: (i) we shall provide you with written notice of the claim within a reasonable time after becoming aware of it; provided that any delay in providing notice shall not relieve you of your indemnification obligations; (ii) you shall assume sole control of the defense and settlement of the claim at your own cost and expense; provided that you shall not settle any claim in a manner that imposes any obligation, liability, or admission of fault on us without our prior written consent; (iii) we shall provide reasonable cooperation in connection with the defense of the claim, at your expense; and (iv) we reserve the right to participate in the defense of the claim with counsel of our choosing.
18. INDEMNIFICATION
a. Defense and Indemnity: Subject to the exceptions in subsection (c) below, we shall, if notified promptly in writing and given authority, control, information, and assistance at our expense for defense and settlement, defend and indemnify you against any (i) settlement amounts approved by us; (ii) damages and costs in a final judgment awarded against you by a competent court; and (iii) all reasonable attorneys' fees and court costs incurred by you, in any formal legal proceeding filed by an unaffiliated third party before a court, to the extent such proceeding is based on a claim that the Services, when used in accordance with these Terms and the Documentation, infringe or misappropriate any third-party Intellectual Property Rights.
b. Remedies Upon Infringement: If we reasonably believe that your use of the Services is likely to be enjoined, or if the Services are held to infringe third-party Intellectual Property Rights and your use of the Services is thereby enjoined, we shall, at our expense and sole option: (i) procure for you the right to continue using the Services; (ii) replace the Services with other non-infringing services of substantially equivalent functionality; or (iii) modify the Services so that there is no infringement, provided that such modified Services provide substantially equivalent functionality.
If, in our reasonable opinion, the remedies in clauses (i), (ii), and (iii) above are infeasible or commercially impracticable, we may, in our sole discretion, terminate your subscription for the impacted Services (by written notice) and refund you the unused fees pre-paid by you for the impacted Services covering the whole months remaining after the effective date of termination.
c. Indemnification Exceptions: Our indemnification obligations under this section shall not apply to any claim arising from or related to: (i) modifications or alterations to the Services made by you or any third party not authorized by us; (ii) use of the Services in combination with third-party products, services, software, data, or materials not provided or approved by us in writing, where the infringement would not have occurred but for such combination; (iii) your use of the Services other than in accordance with these Terms, the Documentation, or applicable law; (iv) your continued use of the Services after we have notified you in writing to discontinue use due to an infringement claim; (v) Customer Data, Inputs, or any materials, data, or information provided by you; or (vi) Third-Party Integrations or any third-party software, content, or services accessed through or used in connection with the Services that are not provided by us.
d. Settlement Approval: If you have given authority, control, information, and assistance of a matter in accordance with this section to us, we shall not settle such matter without your prior written approval, which approval shall not be unreasonably withheld.
e. Sole Remedy: This section sets forth your sole and exclusive remedy and our entire obligation and liability with respect to any claim of Intellectual Property Rights infringement.
19. USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Notwithstanding anything to the contrary in these Terms, we will not use Customer Data to train or improve any generalized artificial intelligence or machine learning models. Any use of data for the purpose of improving the Services shall be limited to aggregated and anonymized data that cannot be used to identify you or any individual. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services, and you shall maintain your backup copies of such Customer Data. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. We retain the right to delete your data upon termination of your account or after a period of inactivity as specified in our Privacy Policy.
20. SECURITY AND AUDIT
We will provide a SOC 2 Type II or ISO 27001 report annually and reasonably cooperate with security inquiries. Customer may audit compliance once per year with 30 days’ notice, at the customer's cost, without causing disrupting our operations, or rely on the SOC 2 report. Audits remain subject to our confidentiality and security requirements.
21. MISCELLANEOUS
a. Notices: All notices, demands or consents required or permitted under this Terms shall be in writing. Notice shall be considered effective on the earlier of actual receipt or: (i) the day following transmission if sent by facsimile or email with pdf followed by written confirmation; (ii) one day (two days for international addresses) after posting when sent via an express commercial courier; or (iii) five days after posting when sent via post. Notice shall be sent to the address for each Party set forth on the Order Form, or at such other address as shall be given by either Party to the other in writing.
b. Non-Hire/Solicit: Neither Party shall at any time during the Term and for a period of 6 (six) months after the termination or expiry of these Terms, offer employment to, enter into a contract for the services of, or attempt to solicit or seek to entice away from the other Party, any individual who is currently employed by or performing consulting services for the other Party and who is or becomes in any way related to the performing of services under these Terms.
c. Entire Agreement: These Terms, Order Forms, and exhibits attached hereto or incorporated by reference constitute the entire agreement and understanding between you and us and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us. No terms or conditions contained in any purchase order or other business form issued by you shall apply to, modify, or amend these Terms.
d. Survival: Any and all obligations under these Terms which, by their very nature should reasonably survive the termination or expiration of these Terms, will so survive.
e. Order of Precedence: In the event of any conflict between these Terms and any Order Form in effect, the terms of these Terms shall prevail unless the Order Form expressly states that a specific provision of the Order Form shall take precedence over these Terms, in which case such provision of the Order Form shall govern solely to the extent of the conflict.
f. Waiver: Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. No failure or delay by us in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise or the exercise of any other right, power, or remedy.
g. Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent, and any attempted assignment in violation of this provision is void. We may assign any or all of our rights and obligations to others at any time .
h. Severability: If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
i. Relationship of Parties: The Parties are independent contractors. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. Neither Party has authority to bind the other or to incur obligations on the other's behalf without prior written consent.
j. Counterparts: This Agreement and any Order Forms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and PDF copies shall have the same legal effect as original signatures. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
k. Force Majeure: We shall not be liable for any failure or delay in performing our obligations under these Terms due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
l. Export Control: You agree to comply with all applicable export and import control laws and regulations in your use of the Services. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.
m. Third-Party Beneficiaries: These Terms are for the sole benefit of the Parties and their permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.