Terms of Service

Last updated: November 22, 2024

1. Introduction

Welcome to SenseTask. These Terms of Service (“Terms,” “Agreement”) govern your (“Customer,” “User,” “you,” or “your”) access to and use of SenseTask’s services. This Agreement represents a legally binding contract between you and SourceTask Solutions Srl (“SenseTask,” “we,” “us,” or “our”).

We strongly encourage you to read these Terms of Service carefully before using any of the services provided by SenseTask. By accessing or using our services, you agree to be bound by this Agreement.

Capitalized terms used but not defined in this document will carry the meanings outlined in our Terms of Use and/or Privacy Policy.

Important Notices:

This Agreement includes a mandatory binding arbitration clause (Section 17.9), which requires disputes to be resolved individually through arbitration and limits your legal remedies.
It also contains an auto-renewal clause, outlining specific obligations and rights regarding the automatic renewal of certain services. Please refer to Section 8.1 for more details.

2. Acceptance of the Terms of Service

By creating and registering an account on our website, available at www.sensetask.com or app.sensetask.com (collectively referred to as the "Website"), by executing one or more order forms with us that reference these Terms (each referred to as an "Order"), or by accessing or using the Service in any manner, you agree to be bound by these Terms, together with all applicable Order forms (collectively, the "Agreement"), to the exclusion of any other terms.

By entering into this Agreement, you confirm and warrant that:

You are at least 18 years old.
You have the legal authority to enter into this Agreement.
If you are acting on behalf of an organization or entity, you have the authority to bind that organization or entity, along with its affiliates, to these Terms. In this case, the terms "Customer," "you," and "your" will collectively refer to the organization or entity and its affiliates.

If you lack such authority or do not agree to the Terms outlined in this Agreement, you may not use or access our Services in any way. Where these Terms are considered an offer, your acceptance is expressly limited to the conditions set forth in this Agreement.

3. Service & License

3.1 Orders

An "Order" is defined as an order form, online agreement, or other document specifying the Services provided under this Agreement and the corresponding Fees payable by the Customer to SenseTask. An Order may also include additional details, such as service levels or performance commitments. In the event of any conflict between an Order and these Terms, the terms of the Order will prevail.

3.2 Services

SenseTask provides software-based solutions ("Services") to its Customers. These Services are fully described in the applicable Order. Upon receipt of the agreed Fees from the Customer, SenseTask will make reasonable efforts to deliver the Services in accordance with this Agreement and the terms specified in the relevant Order.

3.3 License to Use SenseTask Services

For the duration of the Term (as defined in Section 16.1), SenseTask grants the Customer a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to access and use the Services. This license is intended solely for the Customer’s internal business purposes and must adhere to any limitations or restrictions detailed in the relevant Order. This license does not permit sublicensing or access to the Services for purposes of developing competitive products.

3.4 Trials

Customers may access and use the Services on a trial or evaluation basis (the "Trial"), as specified in the corresponding Order. During the Trial period, the Services are provided on an "as-is" basis, without any warranties, support, or indemnification of any kind. The Trial may also be subject to additional terms, restrictions, and limitations outlined in the corresponding Order or on the SenseTask website.

The Customer may use the Services during the Trial within the limits specified in the Order, which may include restrictions such as the number of pages processed, the number of users, or other usage caps. If the Customer exceeds these limits, they will be notified and given the option to:

End the Trial and transition to a paid subscription, with charges applied according to the applicable subscription plan; or
Discontinue use of the Services without any further obligations.

If the selected plan specifies that the Trial will automatically transition to a paid subscription at the end of the Trial period, the Customer will be notified prior to the transition. Upon such transition, the Customer will be charged based on the applicable subscription plan outlined in the Order unless the Customer cancels the Services before the end of the Trial period.

The Customer acknowledges that the Trial is for evaluation purposes only and is subject to the terms specified in the Order. SenseTask reserves the right to enforce Trial limitations or terminate the Trial at its discretion.

3.5 No-Fee Access

If the Customer uses the Services on a no-fee basis ("Limited Use"), the Customer must comply with the service levels and restrictions specified on the SenseTask website. Limited Use is provided strictly "as-is", without warranties, indemnification, or support. SenseTask reserves the right to modify or terminate Limited Use at its discretion, with changes communicated via its website.

3.6 Support Services

SenseTask may provide optional support services ("Support Services") to Customers during the Term. If Support Services are offered, they will be specified in the applicable Order and may be subject to additional Fees.

3.7 Service Suspension

SenseTask reserves the right to suspend the Customer’s access to the Services under the following conditions:

Failure to pay Fees: If the Customer fails to pay the applicable Fees for the Services.
Breach of terms: If the Customer breaches this Agreement or an Order and does not resolve the breach (if curable) within 30 days of written notice.
Security threats: If the Customer’s use of the Services is deemed to pose a security risk or to adversely impact the Services.
Operational or legal issues: If the Customer becomes insolvent, ceases normal operations, assigns assets for creditors, or is subject to bankruptcy or similar proceedings.

3.8 Reservations

The Services provided to the Customer are licensed, not sold, as outlined in Section 3.2. Except for the rights explicitly granted to the Customer to access and use the Services, no other rights, titles, or ownership interests are transferred to the Customer. This includes any copyrights, patents, trademarks, trade secrets, or other proprietary rights related to the Services. SenseTask, along with its licensors and service providers, retains full ownership, rights, and interests in and to the Services, including all associated intellectual property rights.

3.9 Restrictions

The Customer agrees to use the Services strictly in compliance with applicable laws, including but not limited to data protection and privacy regulations in the United States, the European Union, and other jurisdictions. Additionally, the Customer agrees not to, and will not permit any third party to:

Remove, modify, or alter any proprietary notices or labels found in the Services or any of their components.
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, algorithms, or ideas within the Services or any software used to provide the Services.
Rent, resell, or otherwise provide access to the Services to any third party.

4. Billing, Subscription Limits, and Payment Policy

At SenseTask, we strive to ensure clarity and transparency in our billing and subscription processes. Below is an overview of how we calculate charges, handle subscription limits, and process payments.

4.1. Billing Cycle

Monthly Billing: All subscriptions are billed in advance for the upcoming month. For example, at the start of a billing cycle, you will be invoiced for that month’s subscription fee.
Overage Charges: If your usage exceeds the limits of your subscription plan during the billing cycle, additional fees will be applied to your invoice for the following month.

4.2 Subscription Limits and Overage

Each subscription plan includes specific usage limits (e.g., processing volume, features, or user seats). If these limits are exceeded:

Overage Fees: Usage beyond the included limits will incur additional charges, calculated based on our standard overage rates. These charges will appear on your next invoice.
Monitoring Usage: Customers are encouraged to monitor their usage via their account dashboard to avoid unexpected overage charges.

4.3 Payment Methods and Processing

Payment Processor: We use Stripe and other standard, secure payment platforms to handle transactions, ensuring that all payment information is processed safely.
Accepted Payment Methods: Customers may use credit cards or other approved payment methods facilitated by our payment processor.

4.4 Adjustments to Plans and Billing

Upgrades and Downgrades: Customers can request plan modifications at any time to better suit their evolving needs. Changes may result in a prorated adjustment to the current billing cycle or the next.
Cancellations: To avoid charges for the upcoming billing cycle, cancellations must be submitted before the start of the next cycle.
End of Free Trial: If the Customer’s selected plan specifies an automatic transition to a paid subscription after a free trial, the Customer will be notified before the trial period ends. Charges for the paid subscription plan will automatically apply at the conclusion of the trial unless the Customer cancels the Services prior to the transition date.

4.5 Refund Policy

All fees are non-refundable once billed, including subscription and overage charges. Customers are encouraged to review their usage and subscription plans regularly.

4.6 Taxes and Additional Charges

Taxes: Where applicable, customers are responsible for any taxes, such as VAT or sales tax, imposed on their subscription or usage charges.
Other Fees: Setup fees or customization fees, if applicable, will be communicated clearly before implementation.

This policy ensures transparency while allowing customers to focus on utilizing SenseTask’s services effectively. For detailed pricing information, please refer to our Pricing Page.

5. Service Level Agreement (SLA)

5.1. Target Availability

SenseTask aims to maintain a monthly uptime of 99.5%, calculated over the course of a calendar month ("Target Availability"). SenseTask will make commercially reasonable efforts to meet or exceed this uptime target.

5.2 Exclusions from Uptime Calculation

The uptime calculation excludes periods of unavailability caused by:

Unauthorized Use: Customer’s use of the Service in ways not authorized by this Agreement or the relevant documentation.
External Factors: General internet outages, force majeure events, or other circumstances beyond SenseTask’s reasonable control.
Customer Infrastructure: Issues related to the Customer's equipment, software, network, or other infrastructure.
Third-Party Factors: Actions, omissions, or failures of third-party systems or providers.
Maintenance: Downtime caused by scheduled or emergency maintenance, as defined below.

5.3 Scheduled Maintenance

"Scheduled Maintenance" refers to routine maintenance activities carried out by SenseTask to ensure the reliability and performance of the Services.

Customers will be notified at least 24 hours in advance of any Scheduled Maintenance.
Scheduled Maintenance will not exceed 8 hours per calendar month.

Emergency maintenance that is necessary to address critical issues may occur without prior notice but will be kept to a minimum.

5.4 Remedies for Failure to Meet Target Availability

If SenseTask fails to meet the Target Availability for two consecutive months:

The Customer has the right to terminate the affected subscription by providing written notice within 30 days after the end of the second month of failure.
In such cases, SenseTask will refund any pre-paid fees for the unused portion of the terminated subscription period.

This termination and refund constitute the Customer's sole remedy and SenseTask's exclusive liability for failure to meet the uptime target.

6. Support

SenseTask is committed to providing timely and effective Support Services to all customers.

6.1 Support Availability

Our support team is available during business hours to address any questions, issues, or concerns.
Support requests can be submitted via email or through our app, as provided in your subscription documentation.

6.2 Response Time

We aim to respond to all inquiries within a reasonable timeframe, with priority given to critical issues that directly impact the functionality or availability of the Services.

6.3 Scope of Support

Support covers issues related to the use of SenseTask Services, troubleshooting, and guidance on product functionality.
It does not include support for third-party tools, systems, or infrastructure outside of SenseTask's scope.

6.4 Limitations

Support is available only for customers with an active subscription.
Requests for custom solutions or extensive configurations may incur additional charges.

For detailed support terms, please refer to your subscription agreement or contact our support team.

7. Confidentiality

7.1 Definition of Confidential Information

During the term of this Agreement, either party may disclose confidential or proprietary information to the other ("Confidential Information"). Confidential Information includes all materials or information labeled as "Confidential" at the time of disclosure or that a reasonable person would understand to be confidential based on the circumstances of disclosure. This Agreement itself, including all pricing terms, is considered Confidential Information, as is all proprietary information related to SenseTask’s Services.

7.2 Confidentiality Obligations

The receiving party must protect the disclosing party’s Confidential Information and may not disclose it to any third party without prior written consent, except as explicitly permitted under this Agreement. Confidential Information may only be used internally for purposes directly related to this Agreement.

The receiving party’s confidentiality obligations do not apply to information that:

Becomes publicly available through no fault or breach by the receiving party.
Was independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
Is disclosed by a third party without restriction and without violation of any obligations.
Was already lawfully in the receiving party’s possession before disclosure by the disclosing party.

If required by law or court order, the receiving party may disclose Confidential Information but must provide prompt written notice to the disclosing party and use reasonable efforts to limit the disclosure.

7.3 Return of Confidential Information

Upon written request, the receiving party must return or securely destroy all Confidential Information, including any copies or derivatives, in its possession.

8. Data Privacy

8.1 Privacy Policy

SenseTask’s Privacy Policy, available at https://sensetask.com/privacy (the “Privacy Policy”), is an integral part of this Agreement. The Privacy Policy outlines SenseTask's practices for collecting, using, and disclosing information through its Services. Customers are encouraged to review the Privacy Policy to understand these practices.

8.2 Ownership of Customer Data

All data, information, and materials provided, uploaded, or submitted by the Customer during the use of the Services (“Customer Data”) shall remain the exclusive property of the Customer. The Customer assumes full responsibility for the accuracy, quality, legality, reliability, integrity, and intellectual property rights associated with their Customer Data.

To facilitate the provision of Services, the Customer grants SenseTask a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to collect, use, process, and transfer Customer Data solely for the purpose of fulfilling the terms of this Agreement and the applicable Order.

8.3 Derived Data

SenseTask may generate "Derived Data" based on the Customer Data during the provision of its Services. Derived Data refers to information created, collected, or produced by SenseTask using Customer Data in connection with the Customer's use of the Services. SenseTask is authorized to use Derived Data for internal purposes, including improving, testing, operating, marketing, and promoting its products and services.

8.4 Customer Responsibilities

The Customer holds sole responsibility for managing and safeguarding their Customer Data, including but not limited to:

Ensuring compliance with all applicable laws and regulations.
Addressing any claims related to the Customer Data, including issues of intellectual property infringement or other third-party rights violations.
Maintaining proper backups and ensuring the preservation of their Customer Data.

8.5 GDPR Compliance

If SenseTask processes Customer’s “Personal Data” under this Agreement, and such Personal Data is subject to the EU General Data Protection Regulation (GDPR), the Customer shall require SenseTask to enter into a Data Processing Agreement (DPA). Under such a DPA, SenseTask will act as the “Processor” while the Customer will be the “Controller.”

To comply with GDPR’s cross-border data transfer requirements, SenseTask employs appropriate safeguards, including Standard Contractual Clauses (SCCs) approved by the European Commission, or other lawful mechanisms where SCCs do not apply. These measures ensure the secure and lawful transfer of Personal Data outside the European Economic Area (EEA).

The processing of Personal Data pursuant to this Agreement shall be governed by SenseTask’s DPA. Customers can request to enter into the SenseTask DPA by contacting contact@sourcetask.com.

8.6 SenseTask's Responsibilities and Data Retention

SenseTask is committed to maintaining the security and integrity of its Services and any Customer Data under its control. While SenseTask will take commercially reasonable measures to protect Customer Data, it is not liable for unauthorized access or use of the Services unless such incidents are caused by SenseTask’s gross negligence or willful misconduct.

The Customer is responsible for any actions taken by individuals to whom they have granted access to the Services, even if such actions were unauthorized. Following the termination or expiration of an Order, SenseTask may retain Customer Data for up to 30 days. After this period, Customer Data may be permanently deleted, and it is the Customer’s responsibility to secure necessary backups prior to this deletion.

9. Proprietary Rights

9.1 Ownership of Intellectual Property

SenseTask retains full ownership and all associated rights, titles, and interests in and to the Services, including any software, products, or intellectual property that are developed, utilized, or made available in connection with this Agreement. This also includes proprietary "Service Software," which refers to the software embedded in the Services, such as SenseTask’s or third-party code, computer programs, documentation, updates, enhancements, modifications, and other related components. These elements are integral to the Services and remain exclusively owned by SenseTask.

The Customer acknowledges that SenseTask retains exclusive rights over the Service Software and its associated intellectual property. Subject to the Customer's compliance with this Agreement, including payment of applicable Fees, SenseTask grants the Customer a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to use the Service Software strictly for the purpose of accessing and utilizing the Services.

9.2 Restrictions on Use

The Customer agrees to adhere to the following restrictions with respect to the Service Software and licenses provided:

Scope Limitations: The Customer must not exceed the scope of the licenses granted in Section 5.1.
Prohibited Distribution: The Customer cannot copy, distribute, sublicense, assign, rent, lease, sell, or transfer the Service Software or any associated rights.
No Reverse Engineering: The Customer must not reverse engineer, decompile, or disassemble the software to discover its source code, structure, or algorithms, except as explicitly permitted by applicable law.
No Modifications: The Customer cannot modify, translate, or create derivative works of the Service Software.
Intellectual Property Protections: The Customer must not remove any copyright, trademark, patent, or other proprietary notices from the Service Software or any of its copies.
Prohibition Against Open Source Integration: The Customer cannot combine or distribute the Service Software with any third-party software governed by open-source licenses that require source code disclosure or allow unrestricted distribution.

9.3 Feedback Contributions

The Customer may provide suggestions, comments, or other forms of feedback ("Feedback") related to the Services. By doing so, the Customer grants SenseTask a perpetual, non-exclusive, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, and incorporate the Feedback into its products, services, or any other commercial purpose at its sole discretion.

9.4 Competitive Development Disclaimer

This Agreement does not restrict SenseTask’s right to independently develop, acquire, license, market, or distribute products, software, or technologies that may perform similar or identical functions as those developed, produced, marketed, or distributed by the Customer. SenseTask retains the freedom to compete in any relevant market segment.

10. Fees, Orders, and Taxes

10.1 Payment of Fees

The Customer agrees to pay the fees specified in each applicable Order ("Fees"). All Fees are non-refundable, and the Customer acknowledges that they have no right to return the Services. In the event of non-payment, SenseTask reserves the right to initiate legal action, and the Customer will be responsible for any collection-related costs incurred.

10.2 Additional Services and Orders

The Customer may request additional Services or extend the term of existing Services by entering into additional Orders. Each new Order must reference the terms and conditions of this Agreement and be mutually agreed upon in writing by both parties.

10.3 Taxes

The Customer is responsible for paying any applicable taxes, including but not limited to sales, use, excise, and other similar taxes arising from the provision of Services. If SenseTask is legally required to pay or collect such taxes, these amounts will be invoiced to the Customer, unless the Customer provides a valid tax exemption certificate issued by the relevant authority. All payments to SenseTask must be made without any deductions, set-offs, or withholding taxes, including but not limited to value-added tax (VAT), customs duties, or similar levies.

11. Indemnification

11.1 Indemnification by Customer

The Customer agrees to indemnify, defend, and hold SenseTask, its affiliates, licensors, and service providers harmless, including their officers, directors, employees, and representatives, from any claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising from:

The Customer’s Data.
Any breach of this Agreement or applicable laws by the Customer.
Allegations of intellectual property infringement or misappropriation caused by the Customer’s Data or actions.

11.2 Indemnification by SenseTask

SenseTask agrees to indemnify, defend, and hold the Customer harmless from any third-party claims, damages, losses, and expenses (including reasonable attorney fees) arising from allegations that the Customer’s authorized use of the Services infringes upon a third party’s intellectual property rights protected under the laws of the Berne Convention signatory countries (“Infringement Claim”).

SenseTask’s indemnification obligations do not apply to claims arising from:

The combination of Customer Data with the Services.
The integration of third-party products or services (other than those provided by SenseTask) with the Services.
Non-discretionary specifications or designs provided by the Customer that lead to the Infringement Claim.

The Customer must reimburse SenseTask for any damages or expenses incurred as a result of these exclusions.

11.3 Indemnity Procedure

To seek indemnification, the indemnified party ("Indemnified Party") must:

Provide written notice of the claim to the indemnifying party within 30 days of receiving the claim, including sufficient details to evaluate the matter.
Allow the indemnifying party to assume full control of the defense, including selecting legal counsel.

The Indemnified Party may not retain separate legal counsel at the expense of the indemnifying party unless explicitly agreed otherwise. The Indemnified Party must fully cooperate in the defense process.

The indemnifying party is not liable for any voluntary settlements or costs incurred by the Indemnified Party without prior written consent. Subject to the liability limitations in Section 12, this section constitutes the sole and exclusive indemnification obligations of the parties under this Agreement, including those related to Infringement Claims.

12. Warranty

12.1 Service Warranty

SenseTask warrants that, when used by the Customer in accordance with this Agreement and the specifications outlined in the applicable Order (the "Specifications"), the Services will perform in all material respects as described in the Order during the term specified in the Order.

12.2 Exclusive Remedy for Breach

If the Customer identifies a breach of the warranty outlined in this Section, they must notify SenseTask promptly, following the notice requirements in this Agreement. Upon confirmation of a breach, SenseTask will take reasonable steps to correct any material non-conformance. This remedy is the Customer’s sole recourse, and SenseTask’s sole liability, for warranty breaches.

12.3 Warranty Disclaimer

SenseTask does not guarantee that the Services will operate uninterrupted or error-free, nor does it warrant that the Services will be compatible with hardware, software, systems, or data not provided by SenseTask unless expressly stated in the applicable Specifications.

Except for the limited warranty outlined in Section 11.1, SenseTask makes no additional express or implied warranties regarding the Services. All other warranties, whether statutory, implied, or otherwise, including but not limited to those of merchantability, fitness for a particular purpose, satisfactory quality, or non-infringement, are expressly disclaimed.

13. Limitations of Liability

13.1 Exclusion of Certain Damages

Except for breaches of Section 9 (Confidentiality), neither party, nor their affiliates, employees, officers, directors, licensors, service providers, or suppliers, will be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages. This exclusion applies to claims arising from lost data, lost profits, business interruptions, replacement services, or similar damages, regardless of the legal theory under which the claim arises (including breach of contract, tort, negligence, or strict liability).

13.2 Limitation on Monetary Liability

SenseTask’s total cumulative liability for any claims arising under this Agreement, regardless of the legal basis (contract, tort, or otherwise), will not exceed the total Fees paid or payable by the Customer under the applicable Order during the 6-month period immediately preceding the claim.

14. Data Privacy and Hosting

SenseTask is committed to ensuring the security and privacy of Customer Data in compliance with applicable data protection regulations, including the General Data Protection Regulation (GDPR) for customers in the European Economic Area (EEA).

14.1 Hosting and Data Storage

SenseTask uses cloud service providers, including Amazon Web Services (AWS), to host and process Customer Data. For customers located in the EEA, data is stored and processed in EEA-compliant data centers, such as AWS’s Frankfurt, Germany facility. For international customers, Customer Data may be stored or processed in other AWS regions, always in accordance with applicable data protection laws and with appropriate safeguards in place, such as Standard Contractual Clauses (SCCs).

14.2 Data Transfers Outside the EEA

In cases where Customer Data is transferred outside the EEA, SenseTask ensures that such transfers are conducted in compliance with GDPR requirements. This includes the implementation of SCCs approved by the European Commission or other legally recognized safeguards.

14.3 Subprocessors and Third-Party Services

SenseTask may engage third-party subprocessors to support the delivery of its Services. A list of subprocessors, including their roles and regions, is available upon request or as specified in the Data Processing Addendum (DPA). SenseTask evaluates all subprocessors to ensure they meet stringent privacy and security standards.

14.4 Retention of Data

Customer Data is retained for the duration of the Agreement and up to thirty (30) days after termination of the Services, unless otherwise required by law. After this period, Customer Data will be securely deleted or anonymized. Customers may request a copy of their data during the retention period, subject to applicable laws and limitations.

14.5 Security Measures

SenseTask implements technical and organizational measures to protect Customer Data against unauthorized access, loss, alteration, or disclosure. These measures include encryption, access controls, and regular security audits to ensure compliance with industry standards and regulations.

15. Acceptable Use Policy

This Acceptable Use Policy applies to SenseTask’s:

Websites, including but not limited to www.sensetask.com, app.sensetask.com, any successor URLs, mobile versions, and related domains or subdomains.
Communication and messaging products and services.

Collectively, these are referred to as the “Services.” To maintain the safety, reliability, and proper functionality of the Services, you agree not to engage in the following prohibited activities:

15.1 Security and Unauthorized Access

Attempt to probe, scan, or test the vulnerability of any system, network, or feature associated with the Services.
Tamper with, reverse engineer, hack, or attempt to bypass any security or authentication measures.
Access or attempt to access unauthorized parts of the Services, systems, networks, or data.

15.2 Misuse, Disruption, and Illegal Activities

Modify, disable, or interfere with the Services in a way that compromises their performance or functionality.
Overload SenseTask’s infrastructure by sending excessive automated requests (e.g., via bots or spiders) or exceeding usage limits outlined in Service documentation.
Use the Services for illegal activities, such as:
- Violating privacy laws or collecting personal data without consent.
- Engaging in fraud, phishing, spoofing, or impersonation of individuals or entities.
- Sending spam, malware, or unsolicited communications.

15.3 Harmful Content and Misrepresentation

Use the Services to stalk, harass, bully, or threaten violence against others.
Submit or share content that:
- Violates intellectual property or legal rights.
- Is obscene, defamatory, fraudulent, illegal, or otherwise inappropriate.
- Encourages harmful or unlawful behavior.
- Contains malware, viruses, or other harmful components.
Promote or advertise products or services without prior authorization.

15.4 Enforcement and Consequences

SenseTask reserves the right to take action against violations of this Acceptable Use Policy, which may include:

Temporary or permanent suspension of account access.
Termination of Services without prior notice or liability.

SenseTask will determine, at its sole discretion, if a violation has occurred and reserves the right to enforce these actions accordingly.

16. Term and Termination

16.1 Term and Renewal

This Agreement begins on the "Effective Date," which is defined as the date the Customer enters into this Agreement, signs an Order, or begins using the Services under a Trial. The Agreement will remain in effect until the last day of the term specified in the most recent Order ("Term"). Unless either party provides advance written notice of non-renewal, each Order will automatically renew at the end of its term.

16.2 Termination for Breach

This Agreement may be terminated by either party under the following conditions:

Material Breach: Either party may terminate the Agreement with written notice if the other party materially breaches the Agreement and fails to remedy the breach within 30 calendar days (if remediable). For non-remediable breaches, termination may be immediate upon written notice.
Bankruptcy or Insolvency: SenseTask may terminate the Agreement immediately if the Customer (i) assigns or attempts to assign assets for the benefit of creditors, (ii) undergoes bankruptcy or insolvency proceedings, or (iii) fails to dismiss such proceedings within 60 days.

16.3 Effect of Termination

Upon termination or expiration of the Agreement:

The Customer must immediately stop using the Services.
All materials, including software, Confidential Information, and other resources provided by SenseTask, must be returned or destroyed as directed by SenseTask.
The Customer remains responsible for all Fees accrued before termination. If the Agreement is terminated by SenseTask due to the Customer's material breach, the Customer must pay all remaining Fees for the full term outlined in the applicable Order(s).

16.4 Survival of Terms

The following provisions will survive termination or expiration to ensure the protection of each party’s rights and obligations:

Section 7 (Confidentiality)
Section 9.1 (Ownership of Intellectual Property)
Section 11.1 (Customer Indemnification)
Section 13 (Limitation of Liability)
Section 16.3 (Effect of Termination)
Section 16.4 (Survival of Terms)
Section 17 (Miscellaneous Provisions)

17. Miscellaneous

17.1 Export Control

The Customer certifies compliance with all applicable U.S. Export Control laws. Any violation of these laws by the Customer shall be the sole responsibility of the Customer, and the Customer agrees to defend, indemnify, and hold SenseTask harmless from any resulting liability.

17.2 United States Legal Compliance

You represent and warrant that:

You are not located in a country subject to a United States government embargo or designated as a “terrorist supporting” country by the United States government.
You are not listed on any United States government list of prohibited or restricted parties.

17.3 Compliance with Laws

The Customer agrees to comply with all applicable laws and regulations in connection with their use of the Services. This includes, but is not limited to, avoiding the unlawful collection or handling of information in violation of privacy regulations. The Customer will indemnify and hold SenseTask harmless from any claims, losses, damages, penalties, or legal expenses arising from violations of privacy laws or other regulations by the Customer, its employees, agents, or representatives.

17.4 Assignment

Neither party may assign or transfer their rights or obligations under this Agreement without the prior written consent of the other party. However, SenseTask may assign its rights without such consent in the event of a change of control, acquisition, or sale of substantially all its assets.

17.5 Force Majeure

Neither party will be held liable for delays or failures to perform due to circumstances beyond their reasonable control, including natural disasters, war, terrorism, internet outages, or other unforeseen events ("Force Majeure"). However:

The Customer remains obligated to pay for any Services rendered.
Either party may terminate the Agreement if the Force Majeure event continues for more than 30 days, with written notice to the other party.

17.6 Notice

All notices under this Agreement must be in writing and will be considered delivered when personally handed over, sent via registered or certified mail with return receipt, or delivered through a recognized courier service.

17.7 Independent Contractor

SenseTask operates as an independent contractor, and this Agreement does not create any form of agency, partnership, joint venture, or employment relationship. The Customer has no authority to bind or represent SenseTask in any capacity.

17.8 Governing Law and Jurisdiction

This Agreement shall be governed exclusively by the laws applicable in the jurisdiction where SenseTask’s headquarters are located, without regard to its conflict of law principles. Any disputes not subject to the Binding Arbitration provision (Section 17.9) shall fall under the exclusive jurisdiction of the courts located in the city where SenseTask’s headquarters are situated. Currently, SenseTask’s headquarters are located in Iași, Romania. If SenseTask relocates its headquarters, the jurisdiction will automatically align with the new location.

The parties expressly consent to the jurisdiction of these courts and waive any objections related to venue or convenience. Furthermore, the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to this Agreement.

17.9 Binding Arbitration

Any unresolved dispute or claim arising out of or related to this Agreement, except for disputes concerning intellectual property rights or claims for injunctive relief, shall be resolved through binding arbitration.

The arbitration process will adhere to the following terms:

The arbitrator shall be appointed by mutual agreement between the parties.
If the parties cannot agree on an arbitrator within 30 days, the arbitrator shall be appointed by a recognized arbitration body in the jurisdiction where the Company’s headquarters are located.
The arbitration proceedings shall take place in the city of the Company’s headquarters and will follow the rules and procedures of the appointed arbitration body.
The arbitration shall be conducted in English, unless otherwise agreed by the parties.

The arbitrator shall provide a written explanation of their decision, which will be final and binding on both parties. Judgment on the award may be entered in any court with competent jurisdiction.

Unless otherwise agreed in writing:

Discovery during arbitration will be limited to the exchange of relevant documents and witness lists.
Arbitration costs, excluding attorney fees, shall be shared equally by the parties unless otherwise determined by the arbitrator.

17.10 Marketing Use

The Customer grants SenseTask the right to identify the Customer as a client, including using the Customer's name, logo, or trademark on SenseTask’s website and marketing materials to reference the Customer’s use of the Services.

17.11 Entire Agreement

This Agreement constitutes the complete and exclusive understanding between the parties, superseding all prior written or oral agreements related to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, it shall be reinterpreted to the extent possible to remain valid, and the remainder of the Agreement shall remain in full force and effect. In the event of a conflict between this Agreement and an Order, the terms of this Agreement shall prevail, unless expressly modified in writing within the Order.

SenseTask reserves the right to update or modify these Terms periodically. Notice of such changes will be provided via email or by posting the updated Terms on the website. By continuing to use the Website or Services after such changes are made, you acknowledge and agree to be bound by the revised Terms.