Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "User," or "you") and Sentispec, Inc. ("Sentispec," "we," "us," or "our"), a Delaware corporation with its principal place of business at 535 Mission Street, Suite 1400, San Francisco, California 94105. These Terms govern your access to and use of the Sentispec website at sentyspec.com (the "Site") and the Sentispec AI sentiment analysis platform and all related services, APIs, tools, and documentation (collectively, the "Services").

By creating an account, accessing the Site, or using the Services in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity. If you do not have such authority, or if you do not agree to these Terms, you may not use the Services.

1. Definitions

For purposes of these Terms, the following definitions apply:

• "Account" means the account you create to access and use the Services.
• "Customer Data" means all data, content, and materials that you upload, submit, or otherwise provide to the Services, including consumer feedback data, text datasets, and configuration settings.
• "Documentation" means the user guides, API references, and technical documentation made available by Sentispec for use with the Services.
• "Output Data" means the analytical results, sentiment scores, reports, and other outputs generated by the Services based on processing of Customer Data.
• "Subscription" means the specific plan, tier, or package you have purchased entitling you to use the Services for a defined period.
• "User" means any individual who accesses or uses the Services under your Account, including you and any authorized users you add to your Account.

2. Account Registration and Access

2.1 Account Creation

To access most features of the Services, you must create an Account by providing accurate and complete registration information, including a valid business email address, your full name, and your company name. You are responsible for maintaining the accuracy of your Account information and updating it as necessary. Sentispec may refuse to create an Account, or may suspend or terminate an Account, at its sole discretion if it determines that the information provided is inaccurate, incomplete, or fraudulent.

2.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to: (a) use a strong, unique password for your Account; (b) not share your Account credentials with any unauthorized individuals; (c) notify Sentispec immediately at security@sentyspec.com if you become aware of any unauthorized access to or use of your Account; and (d) ensure that all Users added to your Account comply with these Terms. Sentispec is not liable for any loss or damage arising from your failure to comply with these security obligations.

2.3 Authorized Users

Your Subscription may permit you to add multiple Users to your Account up to the number specified in your Subscription plan. You are responsible for ensuring that all Users added to your Account comply with these Terms. You agree to promptly remove any User's access to your Account if that User's employment or engagement with your organization terminates or if you have reason to believe the User is violating these Terms.

3. Subscriptions and Payment

3.1 Subscription Plans

Sentispec offers various Subscription plans with different features, usage limits, and pricing. A description of current Subscription plans is available on our pricing page at sentyspec.com/price.html. We reserve the right to modify our Subscription plans and pricing at any time, provided that we will give you at least 30 days' written notice before any price changes take effect for your existing Subscription.

3.2 Payment Terms

By subscribing to a paid Subscription plan, you authorize Sentispec to charge your designated payment method for all fees associated with your Subscription. Subscription fees are billed in advance on a monthly or annual basis, as specified in your Subscription plan. All fees are due and payable in United States dollars unless otherwise specified. We use third-party payment processors to handle payment transactions; your payment information is subject to the applicable payment processor's terms and privacy policy.

3.3 Automatic Renewal

Subscriptions automatically renew for successive periods of the same duration as the initial Subscription term unless you cancel your Subscription before the end of the then-current term. You may cancel your Subscription at any time through your Account settings or by contacting us at billing@sentyspec.com. Cancellations are effective at the end of the current billing period; no refunds are provided for fees paid for the current billing period unless otherwise required by applicable law.

3.4 Taxes

All fees are exclusive of any applicable taxes, levies, duties, or similar charges imposed by governmental authorities ("Taxes"). You are responsible for paying all Taxes associated with your use of the Services, other than taxes based on Sentispec's net income. If Sentispec is required to collect or withhold any Taxes on your behalf, we will add such Taxes to the applicable invoice.

4. License Grant and Restrictions

4.1 License to Use Services

Subject to your compliance with these Terms and the payment of all applicable fees, Sentispec grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during your Subscription term solely for your internal business purposes and in accordance with the Documentation and any usage limits specified in your Subscription plan.

4.2 Restrictions on Use

You agree not to, and will not permit or encourage others to:

• License, sell, resell, transfer, assign, or otherwise commercially exploit the Services or make them available to any third party except as expressly permitted in your Subscription plan.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services, except to the extent expressly permitted by applicable law despite this restriction.
• Modify, translate, or create derivative works based on the Services or any component thereof.
• Use the Services to develop a competing product or service, or to benchmark the Services against competing products without Sentispec's prior written consent.
• Use automated scripts, bots, crawlers, or other means to access the Services in a manner that creates disproportionate load on our infrastructure or that circumvents any technical limitations or controls.
• Use the Services to transmit, store, or process any information that violates applicable laws or regulations, infringes third-party intellectual property rights, or contains malware, viruses, or other harmful code.
• Attempt to gain unauthorized access to the Services, our systems, or the accounts of other users.
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Services.

5. Customer Data

5.1 Ownership

As between you and Sentispec, you retain all right, title, and interest in and to your Customer Data. Sentispec does not claim any ownership rights in your Customer Data.

5.2 License to Sentispec

You grant Sentispec a limited, non-exclusive, worldwide, royalty-free license to access, use, process, store, display, and transmit your Customer Data solely for the purposes of providing the Services to you, improving the Services (in aggregated, de-identified form only), and complying with applicable legal obligations. We will not use your Customer Data for any purpose other than as described in these Terms and our Privacy Policy.

5.3 Customer Data Responsibility

You are solely responsible for the accuracy, quality, integrity, and legality of your Customer Data, and for ensuring that you have all necessary rights and permissions to submit such data to the Services. You represent and warrant that your Customer Data does not violate any applicable laws, regulations, or third-party rights, including privacy laws, intellectual property laws, and data protection regulations.

6. Intellectual Property

6.1 Sentispec Intellectual Property

The Services, including all software, algorithms, models, interfaces, documentation, and content made available by Sentispec, are and will remain the exclusive property of Sentispec and its licensors. These Terms do not transfer to you any ownership interest in the Services or any intellectual property rights therein. All rights not expressly granted in these Terms are reserved by Sentispec.

6.2 Feedback

If you provide Sentispec with any feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), you grant Sentispec a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and implement such Feedback in any way, without any obligation of compensation, confidentiality, or attribution to you.

6.3 Trademarks

The Sentispec name, logo, and all related product and service names, design marks, and slogans are trademarks of Sentispec, Inc. You may not use any Sentispec trademark without our prior written consent.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for purposes consistent with these Terms. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation does not apply to information that is or becomes publicly available through no breach of this agreement, was rightfully known to the receiving party prior to disclosure, or is required to be disclosed by law or legal process.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SENTISPEC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.

SENTISPEC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SENTISPEC MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT DATA GENERATED BY THE SERVICES, AND YOU ACKNOWLEDGE THAT ANALYTICAL OUTPUTS ARE PROBABILISTIC IN NATURE AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR SIGNIFICANT BUSINESS DECISIONS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SENTISPEC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF SENTISPEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING THE FOREGOING, SENTISPEC'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO SENTISPEC IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS (USD $100). THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF CONFIDENTIALITY OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.

10. Indemnification

You agree to defend, indemnify, and hold harmless Sentispec and its directors, officers, employees, agents, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services in violation of these Terms; (b) your Customer Data, including any claim that your Customer Data violates applicable laws or infringes third-party rights; (c) your violation of any applicable law or regulation; or (d) your violation of any third-party rights.

11. Term and Termination

11.1 Term

These Terms remain in effect for as long as you maintain an Account with Sentispec or use the Services, subject to earlier termination as provided in this section.

11.2 Termination by You

You may terminate your Account and these Terms at any time by cancelling your Subscription and ceasing all use of the Services. Upon termination, your right to access and use the Services will cease immediately.

11.3 Termination by Sentispec

Sentispec may suspend or terminate your Account and access to the Services at any time, with or without notice, for any reason, including if we determine that you have violated these Terms, if your payment obligations are not fulfilled, if continued provision of Services to you would violate applicable law, or if we cease to offer the Services generally.

11.4 Effect of Termination

Upon termination for any reason: all licenses granted under these Terms will terminate; you must cease all use of the Services; Sentispec will delete or anonymize your Customer Data within 90 days of termination, subject to our legal retention obligations; and any provisions of these Terms that by their nature should survive termination will survive, including but not limited to intellectual property provisions, disclaimers, limitation of liability, indemnification, and governing law provisions.

12. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction for matters involving intellectual property rights or confidentiality obligations. The arbitration will be conducted in San Francisco, California. The award rendered by the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

You agree that any claims arising out of or related to these Terms or the Services must be brought on an individual basis only, and not as part of a class action, consolidated action, or representative proceeding.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Forms or Subscription agreements, constitute the entire agreement between you and Sentispec regarding the Services and supersede all prior and contemporaneous agreements, proposals, representations, understandings, and communications, whether written or oral, relating to the Services.

13.2 Modifications

Sentispec reserves the right to modify these Terms at any time. We will provide notice of material changes by email to the address associated with your Account, by posting a notice on our Site, or through other appropriate means at least 30 days before such changes take effect. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms.

13.3 Severability and Waiver

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

13.4 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. Sentispec may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.5 Contact

Questions about these Terms should be directed to legal@sentyspec.com or to Sentispec, Inc., Attn: Legal Department, 535 Mission Street, Suite 1400, San Francisco, CA 94105.