Terms and Conditions

These Terms and Conditions shall apply to Customer’s use of Sensi.AI’s proprietary dashboard (a software-as-a-service based solution) and related services which is 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“). Customer’s execution of a sales order referencing these Terms and Conditions (“Sales Order“) and/or access or use of the Dashboard shall be deemed Customer’s agreement to these Terms and Conditions. These Terms and Conditions and all Sales Orders (collectively referred to as the “Agreement“) represent the parties’ entire understanding regarding the Sensi.AI Dashboard and shall govern over any different or additional terms of any purchase order and no terms included in any such purchase order shall apply to the Dashboard unless such different terms are stated specifically in a mutually signed agreement.

  1. Dashboard
    1. Subject to Customer’s compliance with the terms and conditions of this Agreement and the agreement governing the use by Customer of the App (as defined below), 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 the purpose of monitoring the audio of daily routines in care environments, in order to detect anomalies and provide analytics. 
    2. Sensi.AI may make, from time to time, modifications, additions and/or upgrades to the Dashboard 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.
    3. In using the Dashboard, Customer shall fully comply with and adhere to all applicable laws, rules and/or regulations, including without limitation, those applicable laws, rules and/or regulations which relate to privacy and data protection, 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 in the manner described herein. 
    4. To the extent that Customer is considered a “Covered Entity” under the Health Insurance Portability and Accountability Act (“HIPAA”), the Parties agree to be bound by the terms of the “Business Associate Agreement” attached hereto as Annex A, which shall regulate the maintaining of Protected Health Information security and overall HIPAA compliance. In Addition, Customer acknowledges that Sensi.AI collects and processes information about Customer’s use of the Dashboard, as set forth in Sensi.AI’s Privacy Policy found at: https://sensi.ai/privacy/, as may be changed from time to time by Sensi.AI in its sole and absolute discretion, and which such then-current version shall be incorporated herein by reference. 

  2. Mobile App
    1. As part of the Dashboard, Sensi.AI shall provide Customer with a license as set forth below to the Sensi.AI mobile application (“App“). To the extent that the Customer is an agency or a homecare facility, the App will be used by its caregivers, employees, agents, contractors and/or other end-users (“Customer’s Personnel“). It is hereby clarified that it is Customer’s sole responsibility to seek and obtain any required consent 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. 
    2. 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 to be provided by with 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. 
    3. The use of the App by Customer’s Personnel shall be governed by the App terms of use (or similar user agreement) as well as a privacy policy for the App, both of which may be updated or revised by Sensi.AI from time to time.
    4. It is hereby clarified that it will be Customer’s sole responsibility to ensure that these Terms and Conditions and the Privacy Policy fully comply with applicable laws relating to Customer’s and its clients use of the Dashboard and App.

  3. Sensi.AI Home Kit
    Sensi.AI Home Kit, including its hardware products and components (“Kit(s)”) shall be delivered, used, maintained and handled in accordance with the following terms:
    1. Ordering: The Kits, in the quantity determined in the Sales Order, shall be deemed to have been ordered upon execution of the Sales Order. Thereafter, any additional Kits may be ordered by Customer by submitting an additional order to the Company. Any such purchase order shall be subject to written acceptance by Company, and if not so accepted within 10 days from its delivery, shall be deemed as not accepted. The terms governing the delivery of each purchase order are set forth below. 
    2. Delivery Terms: 
      1. Unless specified otherwise in the Sales Order or any subsequent order, Kits will be provided Ex-works (Incoterms 2010) from manufacturing facility in Israel. Transportation shall be by means that are commercially reasonable and customary and at Customer’s expense.
      2. Unless specified otherwise in the Sales Order or 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 the Company, Company shall notify Customer of such circumstances. Delays of up to 14 days shall not be deemed to be a breach hereunder. In the event of a delay which exceeds the aforementioned 14 days, Customer shall (as its sole and exclusive remedy in connection with such) be entitled to cancel the applicable order, and if any payment has been made on account of such order, Company shall refund Customer such payment.
      3. Risk of loss or damage shall pass from Company to Customer upon delivery of the Kits. Title shall pass to Customer upon full payment for the Kits.
      4. Customer shall be responsible to inspect the Kits upon receipt. To the extent that Customer has not notified the Company within 7 days of receipt of a Kit of an issue with the delivery or the Product including providing detailed information with respect to such issue than Customer shall be regarded as if it has accepted the Kit. 
    3. 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 at all times to handle, store and use the Kits in accordance with Company’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 shall protect them from the elements and from damage (including fire, water, explosion, smoke, vandalism, etc.). 
    4. Third Party Warranty.  Customer acknowledges that the Kits are manufactures by third party manufacturers. Accordingly, the Company does not provide any warranties with respect to the Kits, provided that the Company shall assign to the Customer any warranties received from such third parties, to the extent that Company is permitted to make such assignments. Furthermore, the Company does not warrant nor make any representation regarding the results of Customer’s use or omission to use the respective Kit and/or any information or data provided by the respective Kit in terms of correctness, accuracy, completeness, timeliness of the content, reliability or otherwise. Use of the respective Kit is at the Purchaser’s sole risk.
    5. 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 Products, as provided by their respective manufacturers and/or suppliers.

  4. Training, Support and Maintenance
    1. Training. To the extent applicable and agreed upon in the Sales Order, Sensi.AI shall provide shall provide training to Customer’s Personnel regarding the use of the Dashboard, as shall be coordinate in advance by Sensi.AI and Customer. Customer shall be responsible for the provision of adequate training to Customer’s clients regarding the proper use of the Dashboard. 
    2. Support and Maintenance. Sensi.AI and/or any of Sensi.AI’s representatives shall make commercially reasonable efforts to ensure that the Dashboard 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 become 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, the Dashboard and/or App and/or any features or portions thereof without prior notice. Customer agrees that will not be liable for any modification, suspension and/or discontinuance of any features and/or any part thereof.

  5. Consideration
    1. In consideration for the Dashboard and related services provided by Sensi.AI under this Agreement, Customer shall pay Sensi.AI the fees stated in the Sales Order.  
    2. 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. 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.
    3. Unless stated otherwise in the Sales Order, Sensi.AI will invoice Customer at the beginning of each month for the services provided to Customer during the previous month. Payment will be due within 30 days from the date of invoice and shall be made in U.S. dollars by way of bank transfer for the invoiced amount to Sensi.AI’s bank account designated in such invoice. 
    4. 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. 

  6. Term and Termination
    1. The term of this Agreement shall be as it appears in the Sales Order (“Term“).
    2. 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 immediately, by written notice to Customer, suspend or terminate this Agreement and the services and rights provided hereunder if Customer fails to make any timely payment of fees owed to Sensi.AI and such failure is not cured within fourteen (14) days of receipt of notice thereof.
    3. 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.
    4. Upon termination or expiration of this Agreement: 
      1. Customer shall immediately cease, and shall procure that Customer’s personnel cease, using 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 removal 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;
      2. Customer shall, within fourteen (14) days following such termination or expiration, pay Sensi.AI any outstanding fees owed to Sensi.AI hereunder;
      3. 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.
    5. Termination of this Agreement under this Section 5 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.
    6. 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 6 (“Term and Termination”), 7 (“Intellectual Property Rights”), 8 (“Confidentiality”), 9 (“Exclusion of Warranty; Limitation Of Liability; Indemnification”) and 10 (“Miscellaneous”) herein. 

  7. Intellectual Property Rights
    1. All right, title and interest in the Dashboard 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. 
    2. Customer’s use of the Dashboard 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 and/or the App; (ii) reverse engineer, disassemble, de-compile or translate the Dashboard 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 end users to 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 and/or the App, or any output generated by the Dashboard and/or the App, to or for the benefit of any third party; (iv) adapt, translate, localize, port, or otherwise modify Dashboard 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 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 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.

  8. Confidentiality
    1. Confidential Information (as defined below) of either Party shall be retained in strict confidence by the other Party until such information becomes public through no action or inaction of such Party and shall be used, disclosed, and copied solely for the purposes of, and in accordance with, this Agreement. Each Party shall only disclose Confidential Information of the other Party to those employees, officers, agents or subcontractors (“Representatives”) with a need to know such Confidential Information for the purposes of this Agreement, and who have executed an obligation of confidentiality and restriction of use similar to the terms hereof; 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 as it uses to protect its own Confidential Information of a similar nature, but no less than reasonable care, to prevent the 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.  
    2. Information shall not be considered Confidential Information if such information: (a) was or hereafter becomes known to the recipient prior to the disclosure by the discloser; (b) was at the time of disclosure to the recipient, or subsequently became generally available to the public through no act of the recipient; (c) was received by the recipient from a third party without restrictions as to disclosure; (d) was independently developed by the recipient without use of the Confidential Information of the discloser; or (e) required to be disclosed by a court or governmental authority or by applicable law or regulation, provided however, that (i) the recipient notifies the discloser of such disclosure, to the extent not limited by law; and (ii) to the extent possible, provides the discloser with the opportunity to oppose the disclosure or obtain a protective order.
    3. It is hereby agreed that, without limiting the foregoing, all Intellectual Property Rights in and to the Dashboard and/or the App, 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.

  9. Exclusion of Warranty; Limitation of Liability; Indemnification
    1. other than the warranties expressly set forth in this agreement, customer acknowledges that the dashboard and the app 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 and/or the app will be uninterrupted or error free.  
    2. 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 lost data, 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.
    3. notwithstanding anything to the contrary herein, in no event shall the total liability of Sensi.AI for any claim under any cause of action in connection with this agreement and the dashboard and/or the app to be provided hereunder exceed the fees paid to Sensi.AI by customer under this agreement in the twelve (12) months preceding such claim. 
    4. Customer shall indemnify, defend and hold Sensi.AI, and its officers, directors and employees harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party relating to: (a) Customer’s use of the Dashboard; or (b) breach by Customer of any of its covenants, obligations and/or undertakings hereunder.

  10. Miscellaneous
    1. 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 the International Sales Goods shall not apply to this Agreement. All actions.
    2. 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@sensei.ai and to Customer’s address set out in the Sales Order 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).  
    3. Sensi.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.
    4. 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 reorganization. This Agreement may only be amended by a written document executed by both Parties.
    5. The terms and provisions herein contained and in the Sales Order 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.
    6. 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.
    7. 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.