Terms & Conditions

In these Terms & Conditions, the following terms have the meanings set out below. These definitions apply throughout this document and any associated agreements, order forms, or statements of work referencing these Terms.

If you are accessing or using the Platform on behalf of a legal entity, you represent and warrant that: (a) you have the legal authority to bind that entity to these Terms; (b) you have read and understand these Terms; and (c) you agree to these Terms on behalf of that entity. If you do not have such authority, you must not access or use the Platform.

These Terms constitute a binding legal agreement between Customer and Sensent.ai, effective as of the date of first access or the date of the applicable Order Form, whichever is earlier. Use of the Platform is conditioned on acceptance of these Terms in full — partial acceptance is not permitted.

Sensent.ai reserves the right to modify these Terms at any time in accordance with Section 17. Continued use of the Platform following notice of any modification constitutes acceptance of the revised Terms.

Sensent.ai provides an AI-powered enterprise intelligence platform designed to help enterprise IT leadership teams consolidate, synthesize, and act on signals from across their IT estate, including investment management, delivery execution, production stability, and security posture.

Core Platform Services

The Platform includes, but is not limited to, the following capabilities, subject to the Customer's applicable Subscription tier:

• Executive Command Center: A unified real-time overview of IT portfolio health across financial, delivery, stability, and security domains.
• Financial & Portfolio Intelligence: Real-time investment tracking, budget-versus-actuals analysis, initiative roadmap management, and benefits forecast visibility.
• Delivery Health Monitoring: Initiative and milestone tracking, team velocity analytics, blocker impact analysis, and capacity visualization.
• Production Stability Command: Incident monitoring, system heatmaps, problem trend analysis, and MTTR tracking via connected ITSM integrations.
• Security Posture Intelligence: Vulnerability SLA monitoring, phishing posture metrics, security roadmap management, and endpoint compliance visibility.
• AI Command Interface: A natural language query interface enabling authorized users to ask questions in plain English and receive AI-synthesized, role-aware answers from connected data sources.
• Semantic Engine: Sensent.ai's proprietary AI technology that synthesizes cross-domain signals into contextual intelligence with explainable reasoning traces.

Service Availability

Sensent.ai targets 99.5% uptime availability for the Platform, excluding scheduled maintenance windows communicated in advance, force majeure events, and issues attributable to Customer's systems or third-party services. Specific uptime commitments, if applicable, are set out in the Order Form or a separate Service Level Agreement.

Third-Party Integrations

The Platform integrates with Customer's existing tools and systems (project management platforms, ITSM systems, security scanning tools, portfolio management systems, and financial platforms) via secure, pre-built connectors. Sensent.ai does not control and is not responsible for the availability, accuracy, or performance of third-party systems connected to the Platform.

Access to the Platform requires Customer to maintain an active Subscription. Upon execution of an Order Form, Sensent.ai will provision access credentials for the Customer's designated Authorized Users.

Account Responsibilities

Customer is solely responsible for:

• Maintaining the confidentiality of all access credentials and authentication tokens;
• Ensuring all Authorized Users comply with these Terms as a condition of their access;
• All activities occurring under Customer's account, including activities of Authorized Users;
• Promptly notifying Sensent.ai of any unauthorized access, suspected security breach, or loss of credentials at security@sensent.ai;
• Ensuring Authorized Users do not share access credentials with any third party.

Customer agrees to maintain accurate, complete, and current account information at all times. Sensent.ai reserves the right to suspend or terminate access where account information is materially inaccurate, misleading, or incomplete.

Authorized Users

The number of Authorized Users is determined by the applicable Subscription tier specified in the Order Form. Customer must not exceed the permitted number of Authorized Users without prior written agreement with Sensent.ai and payment of applicable additional fees. Access credentials are personal and non-transferable; sharing of credentials between individuals is strictly prohibited.

Subject to full compliance with these Terms and payment of applicable fees, Sensent.ai grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription Term, solely for Customer's internal business purposes.

Authorized Use

Permitted uses of the Platform include:

• Accessing and using Platform features by Authorized Users for Customer's internal IT management, investment analysis, delivery tracking, and security posture monitoring;
• Connecting Customer's existing systems to the Platform via supported integrations;
• Exporting reports, dashboards, and AI-generated insights for use in Customer's internal business decisions;
• Using the AI Command Interface to query Customer Data for internal business intelligence;
• Configuring role-based access and governance rules within the Platform.

Customer must not, and must ensure its Authorized Users do not, engage in any of the following prohibited activities in connection with the Platform:

Technical Prohibitions

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform or its underlying AI models;
• Circumvent, disable, or interfere with any security, authentication, or access control mechanisms;
• Conduct penetration testing, vulnerability assessments, or security scans of the Platform without Sensent.ai's prior written consent;
• Use automated scripts, bots, crawlers, or other tools to scrape, extract, or systematically download Platform data or AI-Generated Content;
• Introduce malware, viruses, or other harmful code to the Platform or its infrastructure;
• Attempt to gain unauthorized access to any component of the Platform, its underlying systems, or other customers' data.

Usage Prohibitions

• Sublicense, resell, rent, lease, transfer, or otherwise make the Platform available to any third party without Sensent.ai's prior written consent;
• Use the Platform to develop a competing product or service, or to benchmark the Platform for commercial publication without written authorization;
• Use AI-Generated Content to make automated decisions that materially affect individuals without appropriate human oversight;
• Process data through the Platform in violation of applicable laws, including data protection, privacy, financial services regulation, or healthcare laws;
• Input data into the Platform in violation of any third-party rights, including intellectual property, confidentiality, or privacy rights;
• Use the Platform for any unlawful purpose, including fraud, money laundering, or financing of prohibited activities.

Sensent.ai Intellectual Property

The Platform, including the Semantic Engine, all AI models, algorithms, software, user interfaces, documentation, trademarks, trade names, and all other components, is and remains the exclusive intellectual property of Sensent.ai and its licensors. These Terms do not transfer any ownership interest in the Platform or Sensent.ai's intellectual property to Customer.

All rights not expressly granted in these Terms are reserved by Sensent.ai. Customer's use of the Platform does not grant any right to use Sensent.ai's trademarks, logos, or brand identifiers without prior written permission.

Customer Data & Customer IP

Customer retains all ownership rights in Customer Data. By connecting Customer's systems to the Platform, Customer grants Sensent.ai a limited, non-exclusive, worldwide license to access, process, and use Customer Data solely for the purpose of providing and improving the Services to Customer, in accordance with the Agreement and applicable privacy laws.

Sensent.ai will not use Customer Data to train AI models for use by third parties, develop competing products, or for any purpose other than delivering the Services to Customer, without Customer's prior written consent.

AI-Generated Content Ownership

Subject to these Terms and applicable law, AI-Generated Content produced by the Platform using Customer Data is owned by Customer. Sensent.ai retains no ownership claim over AI-Generated Content produced specifically from Customer's proprietary data. However, Sensent.ai retains ownership of the underlying models, methods, and technology that generated such content.

Feedback

If Customer provides feedback, suggestions, or recommendations regarding the Platform ("Feedback"), Customer grants Sensent.ai a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Platform without obligation to Customer.

Sensent.ai is committed to protecting Customer Data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable privacy regulations.

Data Processing

Sensent.ai processes Customer Data as a data processor on behalf of Customer (who acts as the data controller) for the purposes set out in the Agreement. The terms of such processing are governed by Sensent.ai's Data Processing Agreement (DPA), which is incorporated by reference into these Terms where applicable law requires. Customers subject to GDPR or other data protection regulation may request the DPA from privacy@sensent.ai.

Data Security

Sensent.ai implements appropriate technical and organizational measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption at rest and in transit, role-based access controls, audit logging, and regular security assessments. Specific security certifications and standards applicable to Customer's deployment are detailed in the applicable Order Form or Security Addendum.

Data Residency

Sensent.ai processes Customer Data within governed environments consistent with Customer's data residency requirements as agreed in the Order Form. Sensent.ai does not transfer Customer Data to jurisdictions outside those agreed without prior written consent, except as required by applicable law.

Data Retention & Deletion

Sensent.ai retains Customer Data for the duration of the Subscription Term and for a period of 90 days following termination, during which Customer may request export. Following this period, Customer Data will be securely deleted in accordance with Sensent.ai's data retention policy, unless longer retention is required by law.

For full details on how Sensent.ai collects, uses, and protects personal information, please review our Privacy Statement.

Nature of AI Outputs

The Platform's AI capabilities — including the AI Command Interface, Semantic Engine, AI Predictive Insights, and associated features — synthesize data from Customer's connected systems to produce insights, predictions, recommendations, and analyses. These outputs are AI-generated and subject to the inherent limitations of artificial intelligence systems, including potential for error, bias, or misinterpretation of context.

Human Oversight Requirement

Customer acknowledges and agrees that:

• AI-Generated Content is intended to augment, not replace, human judgment and expertise;
• Customer is responsible for applying appropriate human oversight before acting on any AI-Generated Content for material decisions;
• In regulated industries, Customer is responsible for ensuring that use of AI-Generated Content complies with applicable regulatory requirements governing automated decision-making;
• Sensent.ai does not provide financial, legal, regulatory, medical, or professional advice through AI-Generated Content, regardless of how such content is framed;
• The Sensent Platform is not a substitute for professional advisors in any regulated domain.

Explainability & Reasoning Traces

Sensent.ai provides reasoning traces for AI-Generated Content to support Customer's ability to understand the basis for AI outputs. These traces indicate the data sources, business rules, and logical steps applied. Customer is responsible for validating that reasoning traces reflect accurate and complete information from their connected systems.

AI Model Improvement

Sensent.ai may use aggregated and anonymized usage data — not Customer's identifiable data — to improve the performance and accuracy of AI models used in the Platform. Sensent.ai will not use Customer's identifiable data or specific AI-Generated Content to train models deployed to third-party customers without written consent.

Each party acknowledges that it may receive Confidential Information of the other party in connection with the Agreement. Each party agrees to:

• Hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care;
• Use Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Agreement;
• Not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by equivalent confidentiality obligations;
• Promptly notify the disclosing party upon becoming aware of any unauthorized disclosure or use of Confidential Information.

Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt prior written notice and cooperates with efforts to obtain protective treatment.

Survival

Confidentiality obligations survive termination or expiration of the Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Fees for access to the Platform are set out in the applicable Order Form. All fees are in US Dollars unless otherwise specified.

Late Payment

Fees not paid within 30 days of the invoice due date will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Sensent.ai reserves the right to suspend Platform access for accounts more than 60 days past due, following written notice and a 10-day cure period.

Taxes

All fees are exclusive of applicable taxes, including sales, use, value-added, and goods and services taxes. Customer is responsible for all taxes applicable to its Subscription, other than taxes based on Sensent.ai's net income. If Sensent.ai is required to collect taxes from Customer, such amounts will be invoiced and Customer agrees to pay them.

No Refunds

Except as expressly set out in an Order Form or as required by applicable law, all fees are non-refundable. This includes fees prepaid for the remainder of a Subscription Term in the event of Customer's early termination.

Sensent.ai Warranties

Sensent.ai warrants that: (a) it has the full right, power, and authority to enter into and perform the Agreement; (b) the Platform will perform materially in accordance with its documentation during the Subscription Term; and (c) it will provide the Services using commercially reasonable care and skill.

In the event of a material breach of the foregoing warranty, Customer's sole and exclusive remedy is for Sensent.ai to use commercially reasonable efforts to correct the non-conformity. If Sensent.ai is unable to do so within a reasonable time, Customer may terminate the applicable Order Form and receive a pro-rata refund of prepaid fees for the unused Subscription Term.

Customer Warranties

Customer warrants that: (a) it has the right to provide Customer Data to the Platform and to grant Sensent.ai the licenses set out in these Terms; (b) Customer Data does not infringe any third-party intellectual property, privacy, or other rights; and (c) Customer's use of the Platform complies with all applicable laws and regulations.

Disclaimer of Other Warranties

In no event will Sensent.ai's total cumulative liability to Customer arising out of or in connection with the Agreement exceed the greater of: (a) the total fees paid by Customer to Sensent.ai in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) US $10,000.

Exceptions

The limitations in this Section do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 14; (c) either party's liability arising from gross negligence, willful misconduct, or fraud; or (d) Sensent.ai's liability for death or personal injury caused by its negligence, to the extent such limitations are not permitted by applicable law.

Basis of the Bargain

Customer acknowledges that the limitations of liability set out in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. The pricing of the Services reflects these limitations and Sensent.ai would not enter into the Agreement without them.

Indemnification by Sensent.ai

Sensent.ai will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from any allegation that the Platform, as used in accordance with these Terms, infringes any patent, copyright, trademark, or trade secret of a third party.

Sensent.ai's indemnification obligations in this Section do not apply where the alleged infringement arises from: (a) Customer's modification of the Platform; (b) Customer's combination of the Platform with third-party materials not provided by Sensent.ai; (c) Customer's use of the Platform in violation of these Terms; or (d) Customer Data.

Indemnification by Customer

Customer will defend, indemnify, and hold harmless Sensent.ai and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) Customer's use of the Platform in violation of these Terms; (b) Customer Data, including any claim that Customer Data infringes third-party rights; or (c) Customer's breach of any applicable law or regulation.

Indemnification Process

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement, provided that any settlement that imposes obligations on the indemnified party requires the indemnified party's prior written consent; and (c) provide reasonable cooperation in the defense of the claim.

Subscription Term

These Terms commence on the date of acceptance and remain in effect for the duration of the Subscription Term set out in the applicable Order Form. Unless otherwise specified in the Order Form, Subscriptions automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term.

Termination for Cause

Either party may terminate the Agreement immediately upon written notice if:

• The other party materially breaches the Agreement and fails to cure such breach within 30 days of receiving written notice specifying the breach in reasonable detail;
• The other party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or is the subject of bankruptcy, insolvency, or liquidation proceedings that are not dismissed within 60 days.

Termination for Convenience

Customer may terminate the Agreement for convenience upon sixty (60) days' written notice. In the event of termination for convenience by Customer, no refund of prepaid fees will be issued for the remaining Subscription Term, except where otherwise agreed in the Order Form.

Effect of Termination

Upon termination or expiration of the Agreement: (a) all licenses granted to Customer cease immediately; (b) Customer must cease all use of the Platform and delete all cached Platform outputs from its systems; (c) Sensent.ai will make Customer Data available for export for 90 days following the effective date of termination; and (d) each party will return or destroy the other party's Confidential Information upon written request, except to the extent retention is required by law.

Survival

Sections 1, 7, 9, 10, 12, 13, 14, 15 (Effect of Termination and Survival), 16, and 18 survive termination or expiration of the Agreement.

These Terms and any dispute arising out of or in connection with them or the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Informal Resolution

The parties agree to attempt to resolve any dispute informally before initiating formal proceedings. Either party may notify the other in writing of a dispute, after which the parties will attempt in good faith to resolve the matter within thirty (30) days through designated representatives.

Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including in connection with actual or threatened breach of confidentiality obligations or intellectual property rights. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any such equitable relief.

Class Action Waiver

Each party waives any right to assert any claims against the other as a plaintiff or class member in any class action or representative proceeding. Disputes must be brought on an individual basis only.

Sensent.ai reserves the right to modify these Terms at any time. The following notice and acceptance process applies based on the nature of the change:

Continued use of the Platform after the effective date of any change constitutes acceptance of the revised Terms. If Customer does not agree to material changes, Customer may terminate the Agreement upon written notice within 30 days of receiving notice of the change, and Sensent.ai will provide a pro-rata refund of prepaid fees for the unused Subscription Term.

The current version of these Terms, with the effective date, is always available at sensent.ai/terms-and-conditions.

Entire Agreement

These Terms, together with any applicable Order Form, Statement of Work, Data Processing Agreement, and Privacy Statement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings relating to the same.

Order of Precedence

In the event of a conflict between these Terms and any Order Form or Statement of Work, the Order Form or Statement of Work shall prevail with respect to the specific subject matter of that document, unless otherwise expressly stated. These Terms shall prevail over any Customer purchase order or other Customer-generated document not expressly accepted by Sensent.ai in writing.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable, consistent with the parties' original intent.

Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future. No waiver of any breach shall be deemed a waiver of any subsequent breach.

Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, government action, war, civil unrest, pandemic, natural disaster, cyberattack by state actors, or failure of third-party infrastructure. The affected party must notify the other promptly and use commercially reasonable efforts to resume performance.

Assignment

Customer may not assign or transfer any rights or obligations under these Terms without Sensent.ai's prior written consent. Sensent.ai may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to Customer. Any purported assignment in violation of this Section is void.

Notices

All legal notices under these Terms must be in writing and delivered by email with read receipt or by overnight courier to the addresses specified in the Order Form or, for Sensent.ai, to legal@sensent.ai. Notices are effective upon confirmed receipt.

Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.

Language

These Terms are executed in the English language. Where translations are provided for convenience, the English version shall prevail in the event of any inconsistency.

If you have questions, concerns, or requests relating to these Terms, please contact us through the appropriate channel below: