Terms and Conditions

Terms and Conditions

These Terms and Conditions shall apply to Customer’s use of Sensi’ 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 “Sensi Dashboard“). Customer’s execution of a registration form referencing these Terms and Conditions (“Registration Form“) and/or access or use of the Sensi Dashboard shall be deemed Customer’s agreement to these Terms and Conditions. These Terms and Conditions and all Registration Forms (collectively referred to as the “Agreement“) represent the parties’ entire understanding regarding the Sensi 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 Sensi 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 the Agreement and payment of all applicable fees, Sensi shall grant Customer the right to access and use the Sensi 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 may make, from time to time, modifications, additions and/or upgrades to the Sensi Dashboard as it deems necessary, and the terms of this Agreement will apply to any such modifications, additions and/or upgrades that Sensi may make available to the Customer under the terms herein.
    3. In using the Sensi 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 Sensi’ Dashboard in the manner described herein. 
    4. 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 collects and processes information about Customer’s use of the Sensi Dashboard, as set forth in Sensi’ Privacy Policy found at: https://www.Sensi.io/privacy-policy-platform/
  2. Mobile App
    1. As part of the Sensi Dashboard, Sensi shall provide Customer with a license as set forth hereinbelow to the Sensi mobile application (“Sensi App“), currently available for Android devices, which will be used by Customer’s caregivers, employees, agents, contractors and/or other end-users (“Customer’s Personnel“). It is hereby clarified that it will be Customer’s sole responsibility to ensure that the access and use to the Sensi 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 Sensi App shall be limited to the object code version, shall be non-exclusive, revocable, transferable and sublicensable (for the sole purpose described hereinbelow), for the limited term of this Agreement, to access and use the Sensi App and to provide the Sensi App to Customer’s Personnel, for the sole purpose of accessing those services to be provided by with the use of the Sensi Dashboard. Customer may not use the Sensi App for any purpose except as set forth above, without obtaining the prior written consent of Sensi. 
    3. The use of the Sensi App by Customer’s Personnel shall be governed the Sensi App terms of use (or similar user agreement) as well as a privacy policy for the Sensi App, both of which may be updated or revised by Sensi from time 
  3. Support and Maintenance
    1. Sensi and/or any of Sensi’ representatives shall make commercially reasonable efforts to ensure that the Sensi Dashboard and the Sensi App will be accessible and functional 24 hours per day, 7 days per week, with the exception of scheduled maintenance periods. The foregoing notwithstanding, Customer acknowledges and agrees that the Sensi Dashboard and the Sensi 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’ reasonable control or not reasonably foreseeable by Sensi, including  without  limitation  interruption or  failure of  telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. If the Sensi Dashboard and/or the Sensi App become inaccessible to users or not fully functional, other than due to scheduled maintenance, Sensi shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible. 
  4. Consideration
    1. In consideration for the Sensi Dashboard and related services provided by Sensi under this Agreement, Customer shall pay Sensi the fees stated in the Registration Form. 
    2. All fees payable under this Agreement are net amounts and shall be payable in full to Sensi, 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’ net income.
    3. Unless stated otherwise in the Registration Form, Sensi 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’ 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
  5. Term and Termination
    1. The Agreement shall commence as of the date set forth in the Registration Form and, unless earlier terminated as set forth below, shall remain in effect through the end of the term stated in the Registration Form (“Initial Term“). Except as otherwise specified in the Registration Form, after the Initial Term, the Agreement shall be automatically renewed for additional one (1) year terms (each a “Renewal Term“), unless one Party notifies the other Party in writing of its intent not to renew the Agreement, at least sixty (60) days prior to the expiration of the Initial Term or any Renewal 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 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 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 Sensi Dashboard and the Sensi App. It is clarified that upon termination or expiration of this Agreement, Sensi may terminate the access and use of the Sensi Dashboard, any and all support and maintenance services in connection with the Sensi Dashboard, and/or block access to the Sensi App such that it shall no longer be accessible by Customer and/or Customer’s Personnel. For the removal of doubt, Sensi 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 any outstanding fees owed to Sensi 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 arising from Customer’s breach of this Agreement or any agreement relating to the Sensi 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 5 (“Term and Termination”), 6 (“Intellectual Property Rights”), 7 (“Confidentiality”), 8 (“Exclusion of Warranty; Limitation Of Liability”) and 9 (“Miscellaneous”) herein. 
  6. Intellectual Property Rights
    1. All right, title and interest in the Sensi Dashboard and in the Sensi 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 for such, are and shall at all times vest exclusively with Sensi, 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. 

  1. Customer’s use of the Sensi Dashboard and the Sensi 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 Sensi Dashboard and/or the Sensi App; (ii) reverse engineer, disassemble, de-compile or translate the Sensi Dashboard and/or the Sensi App, or grant any other third party the right to do any of the above; and (iii) except to make the Sensi 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 Sensi Dashboard and/or the Sensi App, or any output generated by the Sensi Dashboard and/or the Sensi App, to or for the benefit of any third party.
  2. 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 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. 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. It is hereby agreed that, without limiting the foregoing, all Intellectual Property Rights in and to the Sensi Dashboard and/or the Sensi App, and any and all documentation, user guides and manuals, and other data and materials related to the foregoing or made available by Sensi to Customer pursuant to this Agreement, are considered as Confidential Information of Sensi.
  3. Exclusion of Warranty; Limitation of Liability
    1. other than the warranties expressly set forth in this agreement, customer acknowledges that the Sensi dashboard and the Sensi app are being provided ‘as is’. Sensi 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 Sensi dashboard and/or the Sensi app will be uninterrupted or error free.  
    2. in no event shall Sensi 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 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 for any claim under any cause of action in connection with this agreement and the Sensi dashboard and/or the Sensi app to be provided hereunder exceed the fees paid to Sensi by customer under this agreement in the twelve (12) months preceding such claim. 
  1. Miscellaneous
    1. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law principles. The Parties agree that the United Nations Convention on the International Sales Goods shall not apply to this Agreement. All actions, suits or proceedings under or related to this Agreement shall be adjudicated in the courts of Tel Aviv, Israel, to the exclusion of any other jurisdiction, and the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
    2. All notices permitted or required hereunder shall be in writing and shall be sent by email to the email address set out in the Registration Form 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. This Agreement may not be assigned without the prior written consent of the other Party, except that Sensi may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of Sensi’ assets or other such corporate reorganization. This Agreement may only be amended by a written document executed by both Parties.
    4. The terms and provisions herein contained and in the Registration Form 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.
    5. 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.
    6. 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. 
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