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Sensi.Ai’s Terms and Conditions

Last updated: June 1st , 2026

These Terms and Conditions (“Terms”) shall apply to Customer’s use of Sensi.AI’s proprietary dashboard (a software-as-a-service based solution) and related services which are a service application that uses voice analytics technology to monitor the audio of daily routines in Care Environments, in order to detect anomalies and provide analytics (collectively, the “Dashboard”), as well as marketing, sales and management tools (as further detailed below, including AI Agent), notification tools and other features, tools, applications or services  that may be offered from time to time through the Dashboard or otherwise (collectively, the “Services”).

Customer’s execution of a sales or subscription contract, order form or other document referencing these Terms and Conditions (“Sales Contract”, “Subscription Contract” or other form of engagement contract (including under a “billable hour” model or any other business model agreed by the parties) as the case may be) and/or access or use of the Dashboard or other Services shall be deemed Customer’s agreement to these Terms and Conditions. These Terms and Conditions and all contracts signed with Customer (collectively referred to as the “Agreement“) represent the parties’ entire understanding regarding the Sensi.AI Dashboard, AI Agent or other Services and shall govern the use of the Services unless stated otherwise specifically in a mutually signed agreement.

BY (A) CLICKING “I AGREE” OR ANY SIMILAR BOX INDICATING YOUR ACCEPTANCE OR REGISTERING TO USE SERVICES; OR (B) ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, AND REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT, AND TO BIND THAT ENTITY TO THESE TERMS. IF CUSTOMER DOES NOT ACCEPT THESE TERMS, IT MUST NOT ACCESS OR USE THE SERVICES.

  1. Definitions
    • “AI Agent”, “Agent”, “AI Assistant” or “Assistant” means Sensi’s proprietary  artificial intelligence (“AI”) agent designed for the management, operation and promotion of Customer’s business activities, including but not limited to, for cold call and outbound sales and for support of and coordinate interactions with Customer’s Personnel and , that includes dashboards, documentation, and related services including, without limitations, marketing and sales features such as AI-powered voice, SMS, and emails interactions, AI-powered meeting summaries and insights, AI task coordination, AI meeting analytics, AI meeting insights, selection of AI voices for the Agent, and customization of the Agent’s tone and supported languages to meet Customer’s needs, and all related features and functionalities.
    • “App” or “Mobile App” means Sensi.AI’s mobile application, provided as part of the Dashboard and used by the Customer’s Personnel.
    • “Applicable Law” means all federal, state, and local statutes, regulations, and industry standards that apply to your use of the Dashboard and Services, including without limitation the Telephone Consumer Protection Act (“TCPA”), Telemarketing Sales Rule (“TSR”), Federal Trade Commission (“FTC”) regulations, telephone solicitation laws, state “mini-TCPA” statutes, and do-not-call (“DNC”), requirements CAN-SPAM Act, Controlling the Assault of Non-Solicited Pornography And Marketing Act, the European Union (“EU”) General Data Protection Regulation (“GDPR”), the UK GDPR, the California Consumer Privacy Act (“CCPA”) and California Privacy Rights Act (“CPRA”), Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH”), the Connecticut Data Privacy Act (“CTDPA”), any other applicable U.S. federal and state privacy laws and regulations, the Brazilian LGPD, Canada’s Anti-Spam Legislation (“CASL”), and any applicable call recording, robocall, consumer protection or privacy statutes and regulations.
    • “Care Environment” means any location, including but not limited to apartments, homes, or living facilities, where Sensi.AI Home Kits are installed.
    • “Content” means all data, audio, text, contact information, scripts, prompts, and other materials uploaded or provided by Customer or its authorized users, or generated by Customer’s use of, the AI Agent which includes calls, voice models, recordings, transcripts, data, customer files, and other materials and information provided by Leads or Customer, generated by, or resulting from the use of the Services.
    • “Customer Data” means Content, Leads’ contact information, Outputs and any other materials uploaded or provided by Customer or its authorized users, or generated by Customer’s use of, the AI Agent.
    • “Customer” means an agency or a homecare facility that has entered into a contract with Sensi.AI for services provided by Sensi.AI or otherwise accesses or uses the Dashboard or other Services.
    • “”Customer’s Personnel” means the Customer’s caregivers, employees, agents, contractors, and any other third parties involved in the Customer’s operational or business activities.
    • “Documentation” means any user guides, instructions, technical documentation, or other materials provided by Sensi.AI relating to the Services or Dashboard, whether in electronic, online, or printed form.
    • “Data Subject” means Leads, authorized users, individuals, that either Sensi.AI or Customer, or both, process personal data either as a controller or processors (as such terms are defined under Applicable Laws).
    • “End-User” means individual who has entered into User Terms and Conditions with Customer.
    • “Feedback” means any and all feedback, suggestions, enhancement requests, inputs, recommendations, or other comments provided by Customer or its authorized users to Sensi.AI relating to the Services or any of Sensi.AI’s products or features.
    • “Leads” means the Customer’s prospective customers.
    • “Outputs” means any call, voicemail, SMS, MMS, email, conversation, transcription, analytic, report, or other material generated, delivered, or facilitated, including summaries, insights, analytics, and other material generated by or through the AI Agent and Services from Content.
    • “User Terms and Conditions” means any of the following: (i) an agreement between the Customer and a member of the Customer’s Personnel governing employment, contractor, or other relationships between those parties; or (ii) an agreement between the Customer and an End-User governing the provision of the Customer’s services to the End-User. For the avoidance of doubt, Sensi.AI is not a party to the User Terms and Conditions.
  2. General Terms
    • AI shall provide its Services to the Customer for the purpose of assisting the Customer in the provision of certain care services to individuals and other third parties, as well as any additional Services as may be agreed between the parties. The Services are provided by Sensi.AI exclusively to the Customer under the terms of this Agreement, and the Customer shall bear sole responsibility for its relationships and engagements with its clients and any other relevant third parties.
    • The Customer is solely responsible for ensuring that any use of Sensi.AI’s Services by the Customer, including for provision any part thereof to any third party, is in strict compliance with the terms of this Agreement. For the avoidance of doubt, it is expressly clarified that the Customer shall be solely responsible for ensuring that its use of Sensi.AI’s Services, including in connection with the provision of the Customer’s services to any third parties, is at all times in full compliance with all Applicable Laws.
  3. Dashboard
    • Subject to Customer’s compliance with the terms and conditions of this Agreement, and subject to payment by Customer of all applicable fees, Sensi.AI shall grant Customer the right to access and use the Dashboard, during the Term of this Agreement, for monitoring the audio of daily routines in Care Environments, in order to detect anomalies and provide analytics. It is clarified that the license granted for the Dashboard is limited for use by the Customer only, for its own clients in Care Environments.
    • AI may make, from time to time, modifications, additions and/or upgrades to the Dashboard or Services as it deems necessary, and the terms of this Agreement will apply to any such modifications, additions and/or upgrades that Sensi.AI may make available to the Customer under the terms herein.
    • Customer shall fully comply with and adhere to all Applicable Laws, rules and/or regulations, in the applicable jurisdiction, and shall be responsible, at its sole cost, to obtain any mandatory or regulatory permits, licenses and/or approvals (if any), required for the use of the Dashboard or Services in the manner described herein.
    • THE DASHBOARD IS DESIGNED TO MONITOR AUDIO WITHIN CARE ENVIRONMENTS FOR THE PURPOSE OF DETECTING ANOMALIES; HOWEVER, NEITHER SENSI.AI NOR THE DASHBOARD CONSTITUTES AN EMERGENCY RESPONSE SYSTEM. IN THE EVENT OF ANY LIFE-THREATENING OR SAFETY-RELATED EMERGENCY, PLEASE CONTACT, AND INSTRUCT END-USERS TO CONTACT, THE POLICE, FIRE DEPARTMENT, OR OTHER APPROPRIATE EMERGENCY RESPONSE SERVICES.
    • AI may, from time to time, provide the Customer with communications relating to specific patients, and such communications will be limited to generating and furnishing advice (“Insights”) to Customers. Customer hereby acknowledges and agrees that (i) Sensi.AI is not providing diagnoses, and that it is the Customer’s sole responsibility to make decisions regarding diagnoses and other medical and non-medical assessments of its patients, and for making any treatment and other decisions with respect to Customer’s patient’s care; (ii) the Insights provide information and analysis that do not constitute a comprehensive collection of the information required by a health care provider to fulfill its responsibilities. While the Insights may be helpful to the Customer in performing its services and other responsibilities to patients, the Customer should not rely on the Insights for any clinical or non-clinical decision-making regarding its patients. (iii) the Insights are provided to the Customer only, and do not establish a health care provider-patient relationship with any of the Customer’s patients or with any other individual.
  4. Mobile App
    • As part of the Dashboard, Sensi.AI shall provide Customer with a license as set forth below App to be used by Customer’s Personnel. It is hereby clarified that it is Customer’s sole responsibility to provide all necessary privacy notices and seek and obtain any required consents from Customer’s Personnel with respect to their use of the App and to ensure that the access and use to the App by Customer’s Personnel or anyone else on Customer’s behalf fully complies with all Applicable Laws.
    • The license granted to Customer to the App shall be limited to the object code version, shall be non-exclusive, revocable, transferable and sublicensable (for the sole purpose described below), for the limited term of this Agreement, to access and use the App and to provide the App to Customer’s Personnel, for the sole purpose of accessing those services and information provided through the use of the Dashboard. Customer may not use the App for any purpose except as set forth above, without obtaining the prior written consent of Sensi.AI.
    • The use of the App by Customer’s Personnel shall be governed by these Terms and Conditions (or similar user agreement) as well as a privacy policy (available at: https://www.sensi.ai/privacy), both of which may be updated or revised by Sensi.AI from time to time.

 

  1. AI Home Kit
    • AI Home Kit, including its hardware products and components (“Kit(s)”) can be purchased based on the Sales Contract (“purchase model”), leased under the Subscription Contract (“lease model”) or provided for no cost under the billable hour model or other business model agreed between the Customer and Sensi.AI. Unless expressly stated otherwise herein, all Kits shall be delivered, used, maintained and handled in accordance with the following terms, regardless of what model applies.
      • Ordering: The Kits, in the quantity determined in the applicable contract, shall be deemed to have been ordered upon execution of the contract. Thereafter, any additional Kits may be ordered by Customer by submitting a written request to Sensi.Ai specifying the amount of additional products to be purchased, leased or otherwise provided, as the case may be, subject to written acceptance by Sensi.AI, and if not accepted within 14 days from its delivery (“Additional Order”), such Additional Order shall be deemed rejected. Please note that under the lease model, Sensi.AI reserves the right to refuse an Additional Order or to deliver only a partial quantity of the Kits, particularly (but not exclusively) in cases where the Customer has unused Kits in their possession.
      • Delivery Terms:
        • Unless specified otherwise in the applicable contract, or any subsequent order, Kits will be provided to the Customer by Sensi.AI, and at Sensi.AI’s reasonable expense.
        • Unless specified otherwise in the applicable contractor any subsequent order, the lead time for delivery shall be within 21 business days. Should circumstances arise that may result in a delayed delivery by Sensi.AI, Sensi.AI shall notify Customer of such circumstances. Delays of up to 14 days shall not be considered a breach of the Agreement. If a delay exceeds the 14 days, the Customer’s sole and exclusive remedy shall be the right to cancel the applicable order. In such case, if any payment has been made for that order, Sensi.AI shall refund Customer the amount paid.
        • Risk of loss or damage shall pass from Company to Customer upon delivery of the Kits. Title for purchased Kits shall pass to Customer upon full payment for the Kits.
        • Customer shall be responsible to inspect the Kits upon receipt. To the extent that Customer has not notified Sensi.AI within 7 days of receipt of a Kit of an issue with the delivery or the Kit itself, including providing detailed information with respect to such issue, then Customer shall be deemed to have accepted the Kit in all respects.
      • Handling and Usage:
        • Customer shall take care to handle, store, and use the Kits so as to avoid personal injury, property damage, or loss. Customer agrees to handle, store and use the Kits at all times in accordance with Sensi.AI’s instructions, as may be provided to Customer from time to time, and in any event shall store and keep the Kits in a secure location, in a manner which maintain them in a condition impervious to environmental degradation and physical harm or other damage (including fire, water, explosion, smoke, vandalism, etc.).
        • Customer’s use of the Kits components is limited to that specifically and explicitly permitted in this Agreement and for the purpose of fulfilling Sensi.AI’s obligations under the Agreement, and not for any other purpose whatsoever. It is hereby clarified that any unauthorized use or misuse of the Kits and its components causes costs to Sensi.AI and may cause loss and/or other damages to Sensi.AI. Customer shall indemnify, defend and hold Sensi.AI harmless from and against any and all costs, liabilities, losses and expenses, resulting from or arising out of Customer’s unauthorized use or misuse of the Kits and its components. Under the lease model as well as under any other model other than the purchase model, Customer shall also be responsible for any and all damages (excluding reasonable wear and tear) caused by it to the Kits.
        • Without limiting the foregoing, Customer may not: (i) directly or indirectly, reverse compile, reverse engineer, decompose, re-engineer, disassemble, copy, modify, attempt to discover the source code of, create derivative works of, adapt or otherwise make any changes to or allow changes to be made to the Kits or any part or component thereof, or otherwise create, attempt to create, or knowingly permit or assist others to do same; or (ii) sublet, assign, transfer, mortgage, encumber or otherwise dispose of the Kits or any interest therein, or remove the Kits from its premises.
        • To the extent Customer sells, leases, or otherwise provides any Kit (including Solo Kits) to a third party, such third party must be a natural person (i.e., a private individual) and not a business, corporate entity, or other legal person. Any Kit so provided shall be intended solely for such natural person’s personal, non-commercial use, and such natural person shall not resell, transfer, sublicense, distribute, or otherwise make the Kit available to any other party. Customer shall include appropriate contractual restrictions in any agreement with such natural person to give effect to this provision.
      • Limitations of warranty.AI does not warrant nor make any representation regarding the results of Customer’s use or omission to use the respective Kit, including the correctness, accuracy, completeness, timeliness, fidelity, or reliability of any sound recordings or data captured by the Kits. This includes, but is not limited to, any potential for data loss, corruption, or inaccuracies in the recorded content. Use of the respective Kit is at the Customer’s sole risk.
      • Third Party Warranty (applies for purchase model). Customer acknowledges that the Kits are manufactured by third party manufacturers. Accordingly, Sensi.AI does not provide any warranties with respect to the Kits, provided that Sensi.AI shall assign to the Customer any warranties received from such third parties, to the extent that Sensi.AI is permitted to make such assignments.
      • Kits Warranty (applies for all Kits provided other than under the purchase model).
        • AI warrants that the Kits shall conform substantially to the applicable specifications stated in the material provided by Sensi.AI with such Kits. Subject to Customer’s payments of the applicable warranty fees stated in the Subscription Contract, the warranty set forth hereunder, shall only apply to defects and non-conformities reported in writing during the term specified in such Subscription Contract (the “Warranty Period”). Sensi.AI’s sole responsibility under the said warranties shall be to use its best efforts to correct any non-conformity or to replace the Kit, at Sensi.AI’s expense.
        • Without limiting any provisions regarding limitation of liability under this Agreement, Sensi.AI shall not extend the warranties set forth in this Section if: (i) the Kit has been modified, repaired or altered by anyone other than Sensi.AI; or (ii) the Kit has been used, unpacked and/or installed in a manner for which it was not intended, or outside the scope of permitted use, or otherwise used or maintained other than as instructed by Sensi.AI hereunder and/or in any materials supplied by Sensi.AI. Furthermore, in any event which Customer causes damage to any Kit as described herein, Customer shall pay Sensi.AI the shipping costs for the return of the damaged Kits and a deductible in the amount of USD 350 per each damaged Kit.
      • Permits and Regulations. Customer shall be responsible for applying for and obtaining, at its sole expense, any and all approvals, licenses, permits or other authorizations required for the receipt and use of the Kits. Company shall provide Customer with any technical information regarding the Kits, as provided by their respective manufacturers and/or suppliers.
    • Sensi Solo. Customer may market, lease or resell Kits as a standalone product, without accompanying care services (“Solo Kits“), solely to end customers who are natural persons (i.e., private individuals) and not to businesses, corporate entities, or other legal persons, in accordance with the following:
      • Customer may purchase/lease for resale/re-lease up to fifty (50) Kits in the aggregate across all locations and offices covered by the applicable Order Form. The parties agree that this quantity is intended to provide Customer with meaningful flexibility for the intended standalone use case and to accommodate its anticipated needs.
      • Customer may lease Solo Kits to third parties only if and to the extent expressly permitted under the applicable Order Form. Customer may re-lease any Solo Kit that it has leased, provided that Customer shall remain solely responsible for such Solo Kit and for returning it to Sensi.AI in accordance with this Agreement and the applicable Order Form.
      • Customer acknowledges and agrees that any sale, resale, lease, re-lease, distribution, or provision of any Solo Kit by Customer to any third party shall be solely between Customer and such third party, and Sensi.AI shall not be a party to, or have any responsibility, obligation, or liability arising out of, any such arrangement, engagement, or relationship. Customer shall be solely responsible for all communications, representations, support, service commitments, returns, refunds, and warranty-related matters with respect to any Solo Kit provided to any such third party, provided, however, that with respect to any leased Solo Kit, Customer shall remain solely responsible for ensuring the return of such Solo Kit to Sensi.AI in accordance with this Agreement and the applicable Order Form. No third party that acquires a Solo Kit from Customer, whether by sale, resale, lease, or re-lease, shall have any right to make any claim against Sensi.AI under this Agreement or otherwise, unless such third party is separately and directly contracted with Sensi.AI under a written agreement. Customer shall indemnify, defend, and hold harmless Sensi.AI from and against any third-party claims arising out of or relating to Customer’s sale, resale, lease, re-lease, distribution, or provision of any Solo Kit to any third party.
      • For the avoidance of doubt, the restrictions set forth in Section 5.1.3 regarding the prohibition on resale or transfer of Kits by natural person end customers shall apply also to Solo Kits.

 

  1. AI Agent
    • Subject to the terms of the Agreement, Sensi.AI grants Customer a non-exclusive, non-transferable, and non-sublicensable right to use the AI Agent Services, limited solely for Customer’s internal, lawful business-to-business sales and marketing purposes and for management and operation purposes, and limited to the term of the Agreement. No rights are granted to the Customer other than as expressly set forth herein.
    • Customer may use the AI Agent to research, contact, qualify, nurture, and schedule Leads, to perform other outbound sales activities, to process, classify, route and analyze inbound calls, and to support and coordinate interactions with Customer’s Personnel, End-Users and other individuals. Customer must not (i) use the AI Agent to contact emergency service numbers, hospitals, or any telephone numbers on any national, state, or company-maintained do-not-call (“DNC”) list unless Customer has documented consent (as detailed below); (ii) harvest or scrape phone numbers or email addresses in violation of Applicable Law or third-party terms; (iii) use prerecorded or artificial voices and communicate through SMS/MMS without required disclosures or consents; (iv) infringe or misappropriate third-party intellectual property or privacy rights; (v) use the Dashboard to promote or facilitate unlawful, harmful, abusive, harassing, or fraudulent conduct; (vi) test or reverse engineer the AI Agent to create a competing product or service, or to ascertain underlying models or algorithms; (vii) use the AI Agent or any Output for high-risk or regulated activities (including, without limitation, health, legal, or financial advice); (viii) exceed any usage limitations specified in an applicable order form, service plan, or Documentation; (ix) use the AI Agent for any communication related to life-threatening or safety-related emergency; and (x) directly or indirectly, assist, enable, or permit any third party to engage in any of the foregoing prohibited activities.
  2. Usage Measurement via AMS Access
    • To the extent that the Customer shall be subject to the billable hour model as determined in the relevant contract with such Customer, Sensi.AI will be granted continuous, read‑only electronic access to the Customer’s agency management system or any other primary scheduling/billing platform utilized by the Customer to record Billable Hours (the “AMS”), for the purpose of measuring and verifying billable hours in connection with billing under the applicable contract with such Customer and any related order form. Sensi.AI shall be entitled to extract from the AMS the number of billable hours, for purpose of calculating the applicable fees.
    • If, for any reason, Sensi.AI is unable to access the AMS or otherwise extract the billable hours for any applicable period, Sensi.AI shall be entitled to calculate and invoice the applicable fees based on a reasonable estimate of the Customer’s billable hours for the relevant period. Such estimate may be derived from the Customer’s historical usage data or any other information reasonably available to Sensi.AI, including, without limitation, probabilistic models and aggregated industry usage statistics. For the avoidance of doubt, any inability to access the AMS shall include, without limitation, any failure, restriction, or delay arising from, caused by, or attributable to the Customer or its systems. The term “billable hours” shall mean the total number of hours of services provided by the Customer to its end clients during a calendar month that are recorded by the Customer as billable to such clients, as reflected in the Customer’s scheduling, timekeeping, or billing system, or as otherwise agreed with the Customer in the applicable contract or order form.
    • AI’s inability to access the AMS for a period of two months during any given Year shall constitute a material breach of this Order Form by the Customer.
    • Upon reasonable notice, Sensi.AI or its designated third-party auditor may audit Customer’s records and systems related to billable hours and AMS access to verify compliance with the agreed terms. Such audits shall be conducted during normal business hours and in a manner that minimizes disruption to Customer’s operations. Customer shall provide reasonable cooperation and access to relevant information for the purpose of such audits.
    • Notwithstanding anything to the contrary, Customer agrees that Sensi.AI may use anonymized and/or aggregated data derived from Customer’s AMS for internal analytical and statistical review purposes, including for product improvement, research, and development, provided that such use does not identify Customer or its end clients.

 

  1. Beta Services
    • From time to time, Sensi.AI may invite Customer to try certain features or products at no charge or at decreased charge for a limited evaluation period, which may be designated or identified as beta, pilot, evaluation, trial or the like (collectively, “Beta Services”). Customer’s agreement to participate in an evaluation of Beta Services is completely voluntary, and it may opt out at any time in writing, following which Customer’s access to such Beta Services will be terminated. Notwithstanding anything to the contrary contained in the Agreement, Beta Services are licensed for Customer’s internal evaluation purposes only, and not for production use. Sensi.AI will be under no obligation to provide Customer any support services with respect to a Beta Service. Notwithstanding the foregoing, Sensi.AI may discontinue any Beta Service in whole or in part at any time in its sole discretion and Sensi.AI reserves the right to decide whether to make features provided in a Beta Service generally available. DUE TO THE NATURE OF BETA SERVICES AND THEIR VOLUNTARY PARTICIPATION, BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE EXCLUDED FROM SENSI.AI LIABILITIES AND REMEDIES PROVIDED HEREIN (INCLUDING ANY OBLIGATIONS ON BEHALF OF SENSI.AI TO INDEMNIFY, DEFEND, OR HOLD HARMLESS UNDER THESE TERMS), UNLESS SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW. IF LIABILITY EXCLUSION IS NOT ENFORCABLE UNDER APPLICABLE LAW, SENSI.AI’S LIABILITY WITH RESPECT TO THE BETA SERVICES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
  2. Training, Support and Maintenance
    • To the extent applicable and agreed upon in the applicable engagement contract, Sensi.AI shall provide training to Customer’s Personnel regarding the use of the Dashboard, as shall be coordinated in advance by Sensi.AI and Customer. Customer shall be responsible for the provision of adequate training to Customer’s Personnel and to any other relevant third parties to who the Customer grants access to the Dashboard (as may be permitted per the terms of this Agreement) regarding the proper use of the Dashboard.
    • Support and Maintenance.AI and/or any of Sensi.AI’s representatives shall make commercially reasonable efforts to ensure that the Dashboard and the App will be accessible and functional 24 hours per day, 7 days per week, with the exception of scheduled maintenance periods. The foregoing notwithstanding, Customer acknowledges and agrees that the Dashboard and the App may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Sensi.AI’s reasonable control or not reasonably foreseeable by Sensi.AI, including  without  limitation  interruption or  failure of  telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. If the Dashboard or the App becomes inaccessible to users or not fully functional, other than due to scheduled maintenance, Sensi.AI shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible. Sensi.AI will make available to the Customer updates, patches and bug fixes with respect to the Dashboard and/or App as may, from time to time, be developed and made generally available by Sensi.AI to its customers. Sensi.AI reserves the right to modify and/or discontinue, temporarily and/or permanently, any features or portions of the Dashboard and/or App without prior notice. Customer agrees that Sensi.AI will not be liable for any modification, suspension and/or discontinuance of any features and/or any part thereof.
  3. Data Protection and Privacy
    • Customer acknowledges that the provision of the Dashboard and utilization of the Sensi.AI’s technology, requires Sensi.AI to collect and process certain information that identifies or can identify individuals (“Personal Information”). Sensi.AI’s data collection practices, are further detailed in Sensi.AI’s designated privacy policy. For more information, please see Sensi.AI privacy policy (available at: https://www.sensi.ai/privacy) detailing the processing and use of Personal Information of website visitors, Dashboard or Service users (including the Customer, Customer’s Personnel, or individuals whose personal information is collected via the Sensi.AI solution by Customer.
    • To the extent that Customer is considered a “Covered Entity” under the Health Insurance Portability and Accountability Act (“HIPAA”) and except as otherwise provided in Section 1 below, the Parties agree to be bound by the terms of the “Business Associate Addendum” found at: https://www.sensi.ai/baa/, which shall govern the maintaining of Protected Health Information (“PHI”) security and overall HIPAA compliance.
    • Customer is solely responsible for ensuring that all necessary privacy notices are provided and for obtaining any needed consents or authorizations for Sensi.AI to use, disclose, or collect personal data (including protected health information and consumer health data) from Customer’s Personnel and End-Users, including obtaining any necessary authorizations under the Applicable Laws, including Health Insurance Portability and Accountability Act of 1996 (as amended), Washington’s My Health My Data Act, Connecticut Data Privacy Act, and any other state or federal privacy laws that govern personal data collected from Customer’s Personnel and End-Users. Examples of such consents or authorizations are provided in document “Additional Privacy and Consumer Protection Terms” available at https://www.sensi.ai/additionalprivacy. Disclaimer:Document “Additional Privacy and Consumer Protection Terms” is intended for informative purposes only. This should not be used and/or considered as legal advice regarding applicable law (includingprivacy), and may not be used or relied on for such purposes. You should contact your attorney to seek legal advice with respect to the privacy notice for your End-Users, Customer’s Personnel and User Terms and Conditions under Applicable Laws.
    • Customer represents and warrants that prior to using the AI Agent to contact any individual or entity, Customer has obtained and will maintain all necessary consents, approvals, and authorizations required under Applicable Law to (i) place automated or prerecorded calls, messages, or communications; (ii) record such calls; and (iii) allow AI processing of Content. Customer warrants that all telephone numbers and contact data uploaded to the AI Agent were collected and will be used in full compliance with Applicable Law and Customer’s privacy disclosures, and Customer is responsible for obtaining and documenting all legally required consents, such as, however not limited to, prior express written consent for calls or texts using an autodialer or prerecorded voice; consent for call recording; consent to process personal data subject to applicable state, federal or otherwise international data protection laws, or other privacy regimes.
    • Customer represents and warrants that it owns or otherwise has and will maintain all necessary rights, licenses, and consents in and to all Content Customer uploads to or generates through the AI Agent, including Lead’s and other individuals’ contact information (“Customer Data”) so that Sensi.AI’s processing, storage, use, modification, translation, transcription, or other exploitation of such Customer Data is in accordance with these Terms and does not and will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other proprietary right, or breach any duty, of any person or entity. Customer hereby grant Sensi.AI a worldwide, royalty-free, non-exclusive, sublicensable right and license to host, copy, store, process, transmit, display, and otherwise use Customer Data for the following purposes: (i) to provide, secure, support, maintain, improve, and develop the AI Agent and support services; (ii) to de-identify and aggregate Customer Data, and to use such de-identified and aggregated data for analytics, benchmarking, and product improvement purposes; and (iii) as otherwise permitted under these Terms, the Data Processing Agreement (“DPA”) or Applicable Laws.
    • AI’s processing of the Leads contact information, calls recording and correspondence, as well as any personal data made available through the Customer Data – or, to the extent Section 10.2 does not apply, otherwise made available to Sensi.AI through the use of the Dashboard, App or other Services, – is conducted in its role as a data processor as such terms are defined under Applicable Laws, and is subject to the DPA: https://www.sensi.ai/dpa/. Sensi.AI will process personal data solely for the purpose of providing the AI Agent, the Dashboard, the App and other Services, support services, including enhancing and optimizing the Services, and shall not sell or share such personal data or combine it with additional personal information.
    • Customer is solely responsible for (i) determining whether the built in disclosures provided as a default by the AI Agent are sufficient; (ii) providing all legally required notices and obtaining all necessary consents (including on the collection form, registration page, and privacy notices) and in event before initiating any recorded or monitored interaction as required under Applicable Law; (iii) notifying individuals, specifically Leads, of their data privacy rights and providing legally compliant mechanisms to exercise those rights.
    • The AI Agent automatically generates follow-up communications, meeting summaries, meeting insights, and delivers call or meeting analytics and insights through the Dashboard. Sensi.AI does not guarantee the accuracy or completeness of any insight, summary, analytics, or follow-ups and Customer understands and acknowledges that when using AI, especially at beta version, it is done at its own risk, and human oversight and intervention is recommended. Further, the Customer shall address the aforesaid features and Outputs in its privacy policy and disclose the use, store and processing of the Leads personal data.

 

  1. Consumer Protection: Communications and Consent to Receive Notifications
    • As the part of the Services provided under the Agreement, the Dashboard may incorporate technical functionality enabling the transmission of notifications to individuals via SMS/MMS. The Customer is responsible for facilitating the collection of all necessary consents and authorizations from Senior Guardians (as defined in the Privacy Policy), End-Users, Customer’s Personnel and any other individuals who may receive notifications through SMS/MMS as part of the Services. By providing contact information (including mobile phone numbers) to Sensi.AI for the purpose of enabling such notifications, the Customer represents and warrants that it has obtained all required consents and authorizations under Applicable Laws, including but not limited to the TCPA and other relevant telecommunication and privacy laws, to permit Sensi.AI to facilitate transmitting such communications. To the extent Customer qualifies as a “Covered Entity” as defined under the HIPAA, Customer acknowledges and agrees that the transmission of PHI and electronic PHI via SMS or MMS may not comply with the HIPAA Security Rule (45 C.F.R. Part 164, Subpart C). Accordingly, Customer shall refrain from transmitting PHI or electronic PHI through SMS or MMS using the Service. For the avoidance of doubt, the provisions set forth in Section 2 shall not apply to any Service functionality that enables the transmission of notifications to individuals via SMS or MMS.
    • The Customer shall ensure that all recipients of such notifications are informed that: (i) communications may be sent using automated technology; (ii) message and data rates may apply depending on the recipient’s mobile carrier and plan; and (iii) consent to receive such communications is not a condition of purchase or use of the Services. The Agency shall also ensure that recipients are provided with clear instructions on how to opt out of receiving further notifications, including by replying “STOP” to SMS messages or following the opt-out instructions provided in emails. Examples of such consents or authorizations are provided in document “Additional Privacy and Consumer Protection Terms” available at https://www.sensi.ai/additionalprivacy. The Document “Additional Privacy and Consumer Protection Terms” is intended for informative purposes only. This should not be used and/or considered as legal advice regarding applicable law (including, the Telephone Consumer Protection Act), and may not be used or relied on for such purposes. Customer should contact its attorney to seek legal advice with respect to the relevant telecommunication and privacy laws and consents stipulated thereby.
    • Customer shall (i) promptly honor and keep record of, any opt-out, revocation of consent, unsubscribe, or deletion requests, including, DNC request received by the AI Agent or otherwise; (ii) maintain and scrub against federal and state DNC lists and its internal DNC list; and (iii) configure the AI Agent in accordance with Applicable Law by configuring call cadences, dialing patterns, time-of-day restrictions, maximum attempt parameters, and opt-out mechanisms within the Dashboard such that all calls, voicemails, SMS, MMS, emails, and other interactions initiated or facilitated by the AI Agent strictly comply with Applicable Law and the Documentation. Customer will promptly notify Sensi if, to the best of its knowledge, the configuration of AI Agent does not comply with Applicable Law, so that Sensi may take appropriate action.
    • The Customer shall comply with all applicable state laws and regulations regarding AI and shall ensure that all required disclosures are made in accordance with Applicable Law.
    • Calls initiated or received by AI Agent may be automatically recorded and transcribed. Insights of calls will be made available to Customer via the Services. The AI Agent will state that the call may be recorded. If additional consents are required, the Customer shall promptly notify Sensi, to the best of its knowledge, so that Sensi can configure such consents and logs as required under applicable laws and following Customer’s instructions.
  2. Consideration
    • In consideration for the Dashboard or Services provided by Sensi.AI under this Agreement, Customer shall pay Sensi.AI the fees stated in the Sales Contract, Subscription Contract or any other relevant contract or applicable insertion order, order form, purchase order or otherwise online self-service registration process.
    • All fees payable under this Agreement are net amounts and shall be payable in full to Sensi.AI, without any deduction of any kind, including for taxes and/or duties of any kind, as shall be applicable throughout the Term. In addition, no amounts shall be set off by Customer for any reason whatsoever. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement, except for taxes based on Sensi.AI’s net income.
    • Any payments by Customer that are not paid on or before the date such payments are due under this Agreement shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly. Without derogating from the foregoing and in addition thereto, in any event of late payment by Customer, Sensi.AI may, at its sole discretion, suspend or terminate Customer’s account and prohibit it from using the Dashboard and the Services.
  3. Term and Termination
    • The term of this Agreement shall be as it appears in the Sales Contract, Subscription Contract or any other contract executed between the Customer and Sensi.AI (“Term”).
    • Either Party may terminate this Agreement if the other Party breaches any term or condition of this Agreement and such breach is not remedied within thirty (30) days after receiving written notice thereof. Notwithstanding the foregoing, Sensi.AI may, by written notice to Customer, immediately suspend or terminate this Agreement, including the services and rights provided hereunder, if the Customer fails to make any timely payment of fees owed to Sensi.AI and such failure is not cured within fourteen (14) days after receipt of notice thereof. In the case of the lease model, Sensi.AI may also immediately suspend or terminate this Agreement if the Customer damages any Kit as described in Section 1.3 (Handling and Usage).
    • Either Party shall have the right to immediately terminate this Agreement, upon written notice, in the event the other Party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within sixty (60) days.
    • AI reserves the right to terminate this Agreement, in whole or in part, without penalty or liability for any damages, upon written notice to the Customer, if a Major Corporate Event occurs. For the purposes of this clause, a “Major Corporate Event” shall include, but not be limited to, any merger, acquisition, divestiture, or public offering involving Sensi.AI or the Customer.
    • Upon termination or expiration of this Agreement:
      • Customer shall immediately cease, and shall procure that Customer’s Personnel cease, using the Services and accessing the Dashboard and the App. It is clarified that upon termination or expiration of this Agreement, Sensi.AI may terminate the access and use of the Dashboard, any and all support and maintenance services in connection with the Dashboard, and/or block access to the App such that it shall no longer be accessible by Customer and/or Customer’s Personnel. For the avoidance of doubt, Sensi.AI will not be liable to Customer and/or to Customer’s Personnel, in connection with any of the foregoing, including for any compensation and/or reimbursement of any sort;
      • Customer shall, within fourteen (14) days following such termination or expiration, pay Sensi.AI any outstanding fees owed to Sensi.AI hereunder;
      • For the Kit lease model and any model other than the Kit purchase model, Customer shall, within twenty-one (21) days following such termination or expiration, return to Sensi.AI in good and working condition any Kits held by the Customer, at Customer’s expense. Late returns shall incur a weekly fee of USD 50 per Kit, which shall be capped at USD 250 per Kit;
      • Each Party shall return (or destroy, if so requested by the other Party, and certify such destruction in writing) to the other Party all Confidential Information of such other Party.
      • The return or destruction of data processed in accordance with a DPA or BAA shall be governed by the terms of the applicable DPA or BAA, respectively.
    • Termination of this Agreement under this Section 13 shall be in addition to, and not a waiver of, any remedy at law or in equity available to Sensi.AI arising from Customer’s breach of this Agreement or any agreement relating to the Dashboard.
    • Termination of this Agreement shall not affect any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination, including Sections 13 (“Term and Termination”), 1414 (“Intellectual Property Rights”), 1515 (“Confidentiality”), 1616 (“Exclusion of Warranty; Limitation Of Liability; Indemnification”) and 1717 (“Miscellaneous”) herein.
  4. Intellectual Property Rights
    • All right, title and interest in the Dashboard, AI Agent and in the App, including all Intellectual Property Rights (as defined below) therein and thereto, and all derivative works, modifications, improvements, updates, upgrades, enhancement, added features, inventions, ideas, insights, concepts, methods, know-how and processes relating to the same, whether created, developed, discovered or conceived in connection with this Agreement or otherwise, and regardless of whether Customer or anyone on its behalf may have contributed to the conception of any of the foregoing, or paid Sensi.AI for such, are and shall at all times vest exclusively with Sensi.AI, and may not be used by or for Customer or anyone on its behalf including its subsidiaries or parent company or any other related party, except as expressly provided herein.
      “Intellectual Property Rights” means all intangible legal rights, titles and/or interests, including without limitation, all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, trade names, and corporate names, domain names, any work of authorship, copyrights, trade secrets, design, Confidential Information (as defined below), and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, reexaminations translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.
    • Customer’s use of the Dashboard, AI Agent and the App is limited to that specifically and explicitly permitted in this Agreement. Customer will not, and will not allow, permit or assist any third party: (i) to attempt to discover any source code or underlying ideas or algorithms of the Dashboard, AI Agent and/or the App; (ii) reverse engineer, disassemble, de-compile or translate the Dashboard, AI Agent and/or the App, or grant any other third party the right to do any of the above; (iii) except to make the App available to Customer’s Personnel as set forth herein, provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Dashboard, AI Agent and/or the App, or any output generated by the Dashboard, AI Agent and/or the App, to or for the benefit of any third party; (iv) adapt, translate, localize, port, or otherwise modify Dashboard, AI Agent and/or the App or any other compiled software provided or made available by Sensi.AI hereunder, (v) remove, obliterate, and/or cancel from view any copyright, trademark, and/or other proprietary and/or confidentiality notice and/or legend appearing on and/or in any materials provided or made available by Sensi.AI hereunder, and/or fail to reproduce any such notice and/or legend on any copy made of any such materials, (vi) take any action that materially interrupts and/or interferes with, or that might reasonably have been expected to materially interrupt and/or interfere with, the Dashboard, AI Agent and/or the App, Sensi.AI’s business operations and/or other clients, (vii) copy or imitate part or all of the design, layout and/or look and feel of the Dashboard, AI Agent and/or the App in any form or media and/or (viii) permit any other user, person and/or entity to engage in any of the foregoing conduct.
    • As between the parties, Customer retains ownership of Customer Data. Content and Outputs are subject to a perpetual, worldwide, royalty-free license to Sensi.AI to store, use, reproduce, transmit, modify, and create derivative works from the prompts or otherwise, and aggregated, de-identified recordings, transcripts, Outputs, and associated metadata to (i) provide, maintain, and improve Sensi.AI’s services and models, and (ii) develop new products and services.
    • Customer assigns to Sensi.AI any Feedback, suggestions, ideas, enhancement requests, or other information regarding the Dashboard, AI Agent, App and Services, including Beta Services, provided by Customer or its authorized users to Sensi.AI, and hereby assigns to Sensi.AI all right, title, and interest in and to such Feedback. Sensi.AI may use and exploit Feedback without restriction or compensation to the Customer.  Sensi.AI acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.
  5. Confidentiality
    • Each Party shall retain the other Party’s Confidential Information (as defined below) in strict confidence until such information becomes public through no fault or omission of the receiving Party. Confidential Information shall be used, disclosed, and copied solely for the purposes of, and in accordance with, this Agreement. Each Party may disclose the other Party’s Confidential Information only to those employees, officers, agents, or subcontractors (“Representatives”) who need to know such information for the purposes of this Agreement and who are bound by confidentiality and use restrictions at least as protective as those set forth herein; provided that, the receiving Party shall assume full responsibilities for any failure of its Representatives to comply with the terms of this Agreement. Each Party shall use the same degree of care to protect the other Party’s Confidential Information as it uses to protect its own Confidential Informationof a similar nature, but in no event less than reasonable care, to prevent unauthorized use, disclosure, or publication of the Confidential Information. “Confidential Information” means any proprietary business, marketing, technical, scientific, or other information disclosed by either Party, including, without limitation, any know-how, trade secrets, and other proprietary information relating to either Party.
    • Information shall not be considered Confidential Information if such information: (a) was known to the recipient prior to disclosure by the discloser or subsequently becomes known to the recipient through no breach of this Agreement; (b) was, at the time of disclosure or thereafter, generally available to the public through no act or omission of the recipient; (c) was received by the recipient from a third party without restriction on disclosure and without breach of any obligation of confidentiality; (d) was independently developed by the recipient without use of or reference to the discloser’s Confidential Information; or (e) is required to be disclosed by a court, governmental authority, or applicable law or regulation, provided that (i) the recipient notifies the discloser of such requirement, to the extent not prohibited by law; and (ii) to the extent practicable, provides the discloser with an opportunity to oppose the disclosure or seek a protective order.
    • It is hereby agreed that, without limiting the foregoing, all Intellectual Property Rights in and to the Dashboard, the App, the AI Agent and the Documentation and any and all documentation, user guides and manuals, and other data and materials related to the foregoing or made available by Sensi.AI to Customer pursuant to this Agreement, are considered as Confidential Information of Sensi.AI.
  6. Exclusion of Warranty; Limitation of Liability; Indemnification
    • Other than the warranties expressly set forth in this Agreement, Customer acknowledges that the Dashboard, the App, the Kits, the AI Agent, and the Documentation are being provided ‘as is’. Sensi.AI expressly disclaims any and all warranties, whether express or implied, including without limitation any warranty or condition of merchantability, fitness or suitability for any particular purpose (even if on notice of such purpose), non-infringement, satisfactory quality, or that the Dashboard, the App, the Kits and the AI Agent will be uninterrupted or error free.
    • IN NO EVENT SHALL SENSI.AI OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF ACTUAL OR ANTICIPATED REVENUE, BUSINESS, SAVINGS OR PROFITS, OR DATA LOST, IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES TO BE PROVIDED HEREUNDER, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SENSI.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF SENSI.AI, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE KITS, THE DASHBOARD, THE APP, AND/OR THE AI AGENT PROVIDED HEREUNDER, EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO SENSI.AI UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
    • Customer shall indemnify, defend and hold harmless Sensi.AI, and its respective officers, directors and employees from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, judgments, settlements, costs,  and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to: (a) Customer’s use or misuse of the Dashboard, the App, the Kits, or the AI Agent; or (b) breach by Customer of any of its covenants, obligations and/or undertakings hereunder.
    • For the avoidance of doubt, any information provided by Sensi.AI, whether through its Dashboard, App, AI Agent, and/or personnel, shall not be construed as, nor is it intended to constitute, medical or pharmacological advice, recommendation, or a substitute for professional medical or pharmaceutical treatment.
    • For the avoidance of doubt, the Sensi.AI Services,the Dashboard, the App, and the AI Agent (including, without limitation, any Insights and Outputs) are provided solely as support tools for the Customer. The Customer acknowledges and agrees that it shall bear sole and exclusive responsibility for any and all decisions, actions, or omissions taken, made, or not taken or not made in reliance upon the Sensi.AI Services, Dashboard, App, and AI Agent.
  7. Miscellaneous
    • This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New York, and any dispute arising out of or in connection with this Agreement shall be submitted to the sole and exclusive jurisdiction of the competent courts in the State of New York. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
    • All notices permitted or required hereunder shall be in writing and shall be sent by email. Notices sent to Sensi.AI shall be addressed to Sensi.AI Inc. at: info@sensi.ai and to Customer’s address set out in the relevant engagement contract or at any other email address as either Party may specify in writing. Any such notice will be deemed as being received on the date of transmission of email or unless given outside normal business hours in which case such notice shall be deemed as being given on the next business day (provided that the sender did not receive a failure or non-delivery message).
    • AI shall not be in default, or held responsible, for damages caused by delay or failure to perform in full or in part its obligations under this Agreement, where such delay or failure is due to circumstances beyond Sensi.AI’s reasonable control, including but not limited to acts of God, fire, flood, war, terrorism, embargo, accident, labor disputes, or shortage of material, equipment or transport, epidemic, pandemic, any law, regulation, or any ruling of court, tribunal or governmental agency.
    • This Agreement may not be assigned without the prior written consent of the other Party, except that Sensi.AI may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of Sensi.AI’s assets or other such corporate event or reorganization.
    • Customer shall not use or export the Dashboard, AI Agent and the Services, including Beta Services, in violation of U.S. export laws or Applicable Law. Specifically, Customer may not use, export, re-export, import, or transfer the Dashboard, AI Agent and the Services, including Beta Services except as authorized by U.S. law, the laws of the jurisdiction in which Customer obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. Customer represents and warrants that it is not located in any such country or on any such list.
    • AI reserves the right to unilaterally amend these Terms and Conditions from time to time, except with respect to material provisions, which shall not be amended without the express written consent of both parties. For the purposes of this clause, “material provisions” include, but are not limited to, terms relating to pricing, payment terms, and liability. Any amendment to non-material provisions will become effective upon notice to the Customer, and continued use of the Services following such notice shall constitute acceptance of the amended Terms and Conditions.
    • The terms and provisions contained herein and in the Sales Contract, Subscription Contract or any other contract executed between the Customer and Sensi.AI constitute the entire Agreement between the Parties with respect to the subject matter hereof and shall supersede all previous communications, oral or written, between the Parties hereto with respect to the subject matter hereof.
    • If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
    • No provision of this Agreement shall insure to the benefit of any third party, including without limitation Customer’s end-users, and no end-user or any other third party whatsoever shall be a third party beneficiary to this Agreement or have any rights hereunder.