Terms of Service

Subject to the other provisions of the Agreement, Sent hereby grants Subscriber a limited, non-exclusive, revocable, non-assignable, non-transferable right for Subscriber’s Authorized Users to access and use the Services Subscriber ordered in an applicable Order (“Services”), which may include limited access and use rights to our proprietary messaging, marketing, and engagement analysis software platform (the “Platform”), solely for Subscriber’s business purposes in accordance with the terms and conditions herein, the applicable Order, and Sent’s documentation relating to the Services. Nothing in the Agreement is intended to, or may be construed as, conferring by implication, estoppel or otherwise, any license or other grant of right to use any patent, copyright, trademark, service mark, or other intellectual property of Sent or any third party, except as expressly provided in the Agreement. All rights not otherwise expressly granted by the Agreement are reserved to Sent. An “Authorized User” shall mean an employee or independent contractor of Subscriber. A Subscriber affiliate may not use the Services or take any legal action against Sent under the Agreement without first executing an Order with Sent.

Subscriber will not, directly or indirectly (or permit any third party to): (a) remove, obscure, or modify any trademark legend or copyright notice, author attribution, or other notice placed on or contained within the Services, (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, or any documentation or materials related to, or provided with, the Services, (b) modify, translate, or create derivative works based on the Services, (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, (d) use, access, or otherwise exploit the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to the Services, (e) use the Services as a service bureau or timesharing service, or otherwise for the benefit of a third party, (f) transmit or upload any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment (g) use the Services in violation of the Agreement or any applicable law, regulation, or rule, including laws, regulations, and rules regarding telecommunications, marketing, or advertising (e.g., illegal, unsolicited, or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other unsolicited or illegal messages or communications), (h) harass or interfere with another individual or entity, including any other user’s use and enjoyment of the Services, (i) transmit or upload User Content that infringes, misappropriates, or violates a third party’s rights, (j) transmit or upload any User Content that is defamatory, libelous, vulgar, profane, or obscene, or violates any law or other right, privilege, or interest of any third party, or (k) transmit or upload any User Content that Subscriber, or its Authorized Users, does not have the right to do so. Subscriber acknowledges and agrees that the Services do not provide access to emergency services, nor should the Services be used to contact emergency service providers including, but not limited to, police departments, fire departments, or hospitals. Subscriber shall remain responsible for each Authorized User’s access and use of the Services, including, without limitation, ensuring the confidentiality of any login credentials or passwords Sent provides to an Authorized User, and shall immediately notify Sent in writing upon discovering any unauthorized access or use of the Services.

If Subscriber downloads certain Services through the Apple App Store, Google Chrome Web Store, Google Play marketplace, the Samsung Apps marketplace, Amazon Skills Store or any similar store or marketplace authorized by Sent (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to Subscriber) Subscriber agrees to comply with all applicable third-party terms for the relevant App Store when using such Services (“App Store Terms of Service”). Subscriber acknowledges and agrees that the availability of the Services is dependent on the App Store from which Subscriber received the Services. Subscriber acknowledges that the Agreement is between Subscriber and Sent and not with the App Store. The App Store is not responsible for the Services (including any related software, content, maintenance, support, and warranty) or addressing any claims relating to the Services (e.g., product liability, legal compliance, or intellectual property infringement). Subscriber agrees to pay all fees charged by the App Store in connection with the Services (if any). Subscriber and Sent acknowledge that the App Store (and its subsidiaries) is a third-party beneficiary of the Agreement and has the right to enforce the terms and conditions herein. Further, Subscriber acknowledges and agrees:

In consideration for the rights granted to Subscriber and the performance of Sent’s other obligations herein, Subscriber will pay to Sent, without offset or deduction, the fees and expenses set forth in the Order or as otherwise invoiced, including without limitation, the applicable Minimum Monthly Commitment for the selected Service Tier. The Minimum Monthly Commitment is due and payable to Sent regardless if Subscriber, or its Authorized Users, have not used the Services during the applicable month. Sent reserves the right to change the pricing for the Services and/or alter the method in which Sent, or its third-party payment processor, charge or collect fees for the Services at any time during the Term in accordance with Sent’s then-current rate sheet, which shall be made available to Subscriber upon written request. Sent will use commercially reasonable efforts to notify Subscriber of any material pricing increases for the Services.

To the extent Subscriber’s, or its Authorized Users’, use of the Services give rise to any government or regulatory surcharges or any third-party platform or service fees or expenses, Subscriber shall reimburse Sent for such surcharges, fees, costs, or expenses on a pass-through basis (or shall pay such amounts directly to the third party). Any amounts due under the Agreement are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local, or other). As between Sent and Subscriber, Subscriber is solely responsible for all such taxes, duties, and charges (except for taxes imposed on Sent’s U.S. income), and agrees to gross-up any payments due to Sent for any tax related withholding or deduction required by applicable laws, such that Sent receives the full net amount owed under the applicable Order. Subscriber will indemnify, defend, and hold Sent harmless from any such taxes, fines, or interest for which Subscriber is responsible under the Agreement or applicable law.

Unless Sent separately agrees in writing to receive payment by another means, Subscriber will provide Sent (or its designated third-party payment processor) with accurate and valid credit card or other payment information and update its payment information in the event any information provided becomes invalid or incomplete. By executing the applicable Order, Subscriber is authorizing Sent to charge Subscriber’s credit card for the total amount of fees and expenses then due as set forth in the Order. Subscriber shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly, and will reimburse Sent for all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by Subscriber hereunder.

Subscriber acknowledges and agrees that as between Subscriber and Sent, all right, title, and interest in and to the Services (including data, information, text, images, designs, marks, logos, compilations (meaning the collection, arrangement, and assembly of information) and other content on or made available through the Services, other than User Content), any related documentation, the Sent Technology, and all improvements and derivatives of the foregoing (including all trade secrets and other intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain the sole and exclusive property of Sent (or its licensors), and the Agreement in no way conveys any right, title, or interest to Subscriber or its Authorized Users in the Services or the Sent Technology other than a limited right for Authorized Users to access and use the Services solely for Subscriber’s internal business purposes in accordance with the term and conditions in the Agreement (including any additional supplemental terms incorporated into the Order or these T&Cs). Subscriber shall not remove any proprietary notices or legends in the Sent Technology, any output thereof, or related documentation. As used herein, “Sent Technology” means all of Sent’s proprietary technology (including the Platform, hardware, processes, algorithms, interfaces, integration with third party platforms, know-how, techniques, designs, and other tangible or intangible technical material or information) relating to the Services.

The Services and Sent Technology are copyrighted as a collective work under United States copyright laws and are protected by other laws. Trademarks, logos, and service marks displayed on the Services are registered and/or unregistered trademarks of Sent, its licensors or content providers, or other third parties. No right or license is granted hereunder to any of Sent’s trademarks, service marks, trade names, or logos. Any unauthorized use of Sent’s intellectual property, including its marks, copyrighted material, and other trade dress, is strictly prohibited and may be prosecuted to the fullest extent of the law.

Subscriber, or its Authorized Users, may provide comments, feedback, suggestions, ideas, or other submissions to Sent related to the Services or Sent Technologies (collectively, “Feedback”). Subscriber hereby grants Sent an irrevocable, worldwide, fully paid-up assignable right and license to the Feedback. Sent may use, reproduce, disclose, publish, distribute, or otherwise exploit in any manner, all Feedback, without any obligations or restrictions. Sent has no obligation to compensate Subscriber in any manner for the Feedback, or to maintain any Feedback in confidence or respond to any Feedback.

To the extent Subscriber, or its Authorized Users, input, submit, or transmit any data, information, or content to the Services (collectively, “User Content”), such Usage Data is stored and processed in accordance with Sent’s applicable privacy and security policies, and will not be used by Sent except as permitted therein or herein. Subscriber hereby grants Sent a limited, non-exclusive, non-transferable (except as set forth in the Agreement), and royalty-free right to process, use, reproduce, manipulate, display, transmit, and distribute User Content solely in connection with providing the Services to Subscriber, performing its obligations and exercising its rights under the Agreement, and maintaining, improving, and developing the Services or other offerings. Subscriber shall be solely responsible for providing, updating, uploading, and maintaining all User Content, and obtaining any consents or providing any notices to third parties in connection with User Content. Sent shall operate the Services in a manner that provides reasonable information security for User Content, using commercially reasonable data backup, security, and recovery protections. Subscriber represents and warrants that it owns (or has sufficient license and other rights to) User Content for the Parties to fulfill their respective obligations and exercise their respective rights in connection with the User Content and the Agreement, and doing so will not violate any law, regulation, or rule or otherwise violate, infringe, or misappropriate the rights of any third party.

The Services, including, the Platform, may depend upon, interact with, integrate with, enable access to, or facilitate use of third-party websites, information, content, platforms, or other services or systems (including, but not limited to, WhatsApp, Telegram, Shopify, or iMessage) (each, a “Third-Party Service”). Third Party Services are not a part of the Services or Platform but may be integrated with the Services or Platform through application program interfaces (APIs) or other means. Third-Party Services may be subject to separate terms, conditions, or policies required by that third party, which Subscriber is responsible for complying with. Use of each Third-Party Service may require that Subscriber, or its Authorized Users, have an account with the Third-Party Service provider and accept additional terms of use from that third party. Subscriber represents and warrants that any Third-Party Service account or other information Subscriber provides to Sent is correct, and Subscriber has control and authority over that account. Third-Party Services also may be subject to certain fees, expenses, or costs charged by the third party (which Subscriber will pay directly or reimburse Sent on a pass-through basis, as applicable). Sent does not endorse, and hereby disclaims all liability or responsibility to Subscriber, its Authorized Users, or any other person for any Third-Party Services.

Sent will defend, indemnify, and hold Subscriber and its shareholders, officers, agents, employees, or contractors (collectively, “Subscriber Indemnitees”) harmless against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any third party claim that any use of, or access to, the Sent Technology by a Subscriber Indemnitee as expressly authorized under the Agreement infringes or misappropriates, as applicable, any patent, copyright, or trade secret, provided that the Subscriber gives Sent (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as Sent may reasonably request, at Sent’ expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Sent will have no obligation or liability to the extent that the alleged infringement or misappropriation arises from (1) the combination, operation, or use of the Sent Technology with User Content or products, services, deliverables, materials, technologies, business methods or processes not furnished by Sent; (2) modifications which were not made by Sent; or (3) a Subscriber Indemnitee’s breach of the Agreement or use of the Services other than in accordance with the Agreement (collectively, “IP Exclusions”). Upon the occurrence of any claim for which indemnification is or may be due under this Section, or in the event that Sent believes that such a claim is likely, Sent may, at its option (i) modify the Sent Technology so that it becomes non-infringing, or substitute functionally similar services, platforms, deliverables, or documentation; (ii) obtain a license to the applicable third-party intellectual property; or (iii) terminate the Agreement (or the applicable orders) on written notice to Sent and refund to Sent any pre-paid fees for Services not provided. The obligations set forth in this Section will constitute Sent’s entire liability and the Subscriber Indemnitees sole remedy for any infringement or misappropriation.

Subscriber will indemnify and, at Sent’s option, defend Sent and its affiliates and their respective successors or assigns, shareholders, officers, agents, employees, and contractors (collectively, “Sent Indemnitees”) and hold such Sent Indemnitees harmless from and against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any third party claim resulting from (a) the IP Exclusions, (b) Subscriber’s or its Authorized Users’ use of the Services or Sent Technology, including Subscriber’s violation of applicable data privacy and security laws, or (c) User Content, except to the extent the claim is subject to indemnification by Sent as set forth above. Sent agrees to give Subscriber: (i) prompt written notice of such claim; and (ii) such information and assistance as Subscriber may reasonably request, at Subscriber’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Subscriber will not settle any third-party claim, unless such settlement completely and forever releases the Sent Indemnitees with respect thereto or unless Sent provides its prior written consent to such settlement. In any action for which Subscriber provides defense on behalf of Sent, Sent may participate in such defense at its own expense by counsel of its choice.

“Confidential Information” means all confidential or proprietary information disclosed by one Party to the other in connection with the Agreement, unless it is or later becomes publicly available through no fault of the other Party or it was or later is rightfully developed or obtained by the other Party from independent sources free from any duty of confidentiality. All Confidential Information of a Party (“Disclosing Party”) in the possession of the other (“Receiving Party”) will be held in confidence, and the Receiving Party will take all steps reasonably necessary to preserve the confidentiality of the Confidential Information. The Disclosing Party’s Confidential Information will not be used or disclosed by the Receiving Party for any purpose except (a) as necessary to exercise rights or perform obligations under the Agreement, or (b) as required by law, provided that the other Party is given a reasonable opportunity to obtain a protective order. Either Party may disclose the Agreement to its actual or potential investors, creditors, professional advisors, or attorneys who are subject to a duty of confidentiality. Confidential Information will include Sent Technology and the terms and pricing in any Order.

These T&Cs shall apply for as long an Order, or a subscription to the Services, is in effect (collectively, “Term”). Applicable provisions of the Agreement, including disclaimers, indemnities, and limitations of liabilities survive any termination or expiration of this Agreement.

Sent may suspend Subscriber’s, or any Authorized User’s, access to the Services, in whole or in part, at any time, without any liability whatsoever, if Subscriber is late on payments and fails to cure within seven (7) days’ notice of such non-payment and/or if Sent reasonably believes (a) Subscriber or an Authorized User is in breach of the Agreement or (b) Subscriber’s or an Authorized User’s access or use of the Services violates any law or regulation or is disrupting other users’ access to or use of the Services. Subscriber shall remain responsible for all fees due to Sent during any suspension.

Except as set forth in an Order, Sent may terminate the Agreement (and any active Order(s)) for convenience at any time upon thirty (30) days’ notice to Subscriber. Either Party may terminate the Agreement (and all active Orders), if the other Party materially breaches the Agreement (including any non-payment of fees due) and does not cure such breach within thirty (30) days after written notice thereof. The Agreement will be deemed terminated if all Orders have expired or terminated.

If Sent terminates the Agreement for convenience (and not, without limitation, for Subscriber’s breach) and Subscriber has a pre-existing paid subscription to the Services, Sent will refund Subscriber a pro rata portion of Subscriber’s prepaid, unused fees associated with the remaining portion of the terminated subscription, provided, that, Sent shall have no obligation to refund any paid Minimum Monthly Commitments. Upon termination or expiration of the Agreement, Subscriber agrees (a) Sent has no obligation to return any User Content to Subscriber, (b) Sent has a right (but no obligation) to delete all User Content, (c) to immediately stop using the Services, (d) that the rights provided under the Agreement to Subscriber and its Authorized Users are revoked in entirety, and (e) Subscriber will remain liable for its use of the Services, including any fees that became due, prior to the effective date of termination, unless prohibited by applicable law.

Subscriber acknowledges that the Services may be hosted by one or more third-party cloud provider(s), which may change from time to time (the “Cloud Providers”), and that Subscriber’s use of the Services are subject to any applicable restrictions or requirements imposed by the Cloud Providers.

Any beta, trial, or evaluation Services, may be modified and evolve over time or new offerings may be added by Sent. Sent will use commercially reasonable efforts to identify material changes through the documentation on its website, the Platform, or through other electronic means. Sent may offer certain changes, improvements, new features, functionality, or offerings that may be subject to additional fees and expenses and supplemental terms and conditions, which Sent will post on its website, the Platform, or through other electronic means and will be incorporated by reference into the Agreement, except as provided below. If Subscriber objects to such supplemental terms and conditions, Subscriber will have no right to access or use the new improvements, or features, or functions.

Subscriber will comply with all laws, regulations, and rules applicable to User Content, its business, and its activities under or in connection with the Agreement, including with limitation United States and Canada telecommunication and telemarketer laws, regulations, and rules, and export control laws, regulations, and rules.

Notwithstanding anything else in the Agreement or otherwise, Sent may monitor Subscriber’s, and its Authorized Users’, use of the Services and use or exploit User Content in an aggregate or anonymous manner to compile statistical and performance information related to the efficacy, provision, and operation of the Services, to develop and commercialize new products or services, and for artificial intelligence model training. Sent may make such information publicly available, provided that such information does not incorporate User Content in a way that is directly traceable to Subscriber or any individual. Sent retain all intellectual property rights in and to such aggregated and/or anonymous information, new products or services, and artificial intelligence models.

Subscriber shall not assign or transfer any rights or obligations under the Agreement without the prior written consent from Sent. Sent’s affiliates and/or subcontractors may provide all, or a portion, of the Services to Subscriber in accordance with the Agreement and any Order. Sent may, in its sole discretion, discharge any of our obligations due herein to one or more of our affiliates and/or subcontractors. Sent may freely assign the Agreement.

The laws of the State of Massachusetts will govern the Agreement any dispute arising hereunder without giving effect to the choice of law provisions thereof.

In the event of any dispute or claim arising out of or relating to any provision of the Agreement or breach thereof, the Parties shall make a good faith effort to settle such dispute amicably between themselves. Any dispute or claim which the Parties are unable to resolve amicably as described above shall be subject to binding arbitration in accordance with the rules of the American Arbitration Association. Notwithstanding anything to the contrary, Sent may go directly to a court of competent jurisdiction for injunctive relief relating to Subscriber’s breach of confidentiality obligations or the misuse or unauthorized use of the Services or Sent Technology. The award or decision shall be rendered by an arbitrator selected by the Parties, or if the Parties are unable to reach an agreement, the American Arbitration Association shall select the arbitrator. Such arbitration proceedings shall be conducted in Boston, Massachusetts. The award or decision through arbitration shall be binding upon the Parties and may be incorporated into and thereupon enforced as an order of a court of competent jurisdiction. Each Party hereby waives any rights to litigate disputes or claims before a jury or to participate in a class action or representative action with respect to any dispute or claim relating to the Agreement. In the event this arbitration provision is not enforceable or applicable, each Party consents to exclusive jurisdiction to the federal and state courts in Suffolk County, Massachusetts.

No waiver by either Party of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by such Party.

Sent will not be liable hereunder by reason of any failure or delay in the performance of its obligations under the Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause that is beyond the reasonable control of Sent.

Subscriber agrees that an email to Subscriber’s email address on record will constitute formal notice under the Agreement.

The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of the Agreement or invalidate or render unenforceable such provision in any other jurisdiction; provided that, the Parties shall negotiate in good faith potential modifications to the Agreement to most closely reflect their original intent for the invalid, illegal or unenforceable provision.

Except as otherwise expressly provided in these T&Cs, the Agreement (including any applicable Order or applicable Sent supplemental terms) sets forth the entire agreement between Subscriber and Sent regarding its subject matter, and supersedes all prior promises, agreements, or representations, whether written or oral, regarding such subject matter.