Legal

Terms of Service.

The terms that govern your access to and use of Sentiva's platform and website.

Last updated: June 18, 2026

These Terms of Service (“Terms”) govern access to and use of Sentiva’s websites, applications, software, products, and services, including Sentiva Talent, Sentiva Clarity, Sentiva People, Sentiva Ascend, and related services made available by Sentiva LLC (“Sentiva,” “we,” “us,” or “our”).

By creating an account, selecting a subscription plan, clicking “I agree,” signing up for a trial, accessing the Service, or using the Service on behalf of an organization, you agree to these Terms.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity. In that case, “Customer,” “you,” and “your” refer to that entity.

If you do not agree to these Terms, or do not have authority to bind the organization you represent, you must not access or use the Service.

1. Sentiva and the Service

Sentiva is an AI-native HR technology platform that helps employers hire, onboard, develop, engage, and retain their people.

The “Service” means Sentiva’s cloud-based applications, websites, APIs, AI-assisted features, candidate-facing workflows, assessments, reports, documentation, support services, and related products or services made available by Sentiva.

These Terms apply to self-serve subscriptions, website-based subscriptions, free trials, pilots, and other access to the Service unless Customer and Sentiva have entered into a separate signed agreement that governs the same Service.

If Customer and Sentiva enter into a separate signed agreement, such as a Cloud Services Agreement, Master Subscription Agreement, Order Form, or similar written agreement, that signed agreement will control for the Service covered by it.

2. Definitions

“Account” means the account created by or for a Customer to access the Service.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than fifty percent (50%) of the voting interests or equivalent authority.

“Agreement” means these Terms, any applicable Order, the Acceptable Use Policy, and, where applicable, the Data Processing Addendum.

“AI Output” means output generated, assisted, summarized, recommended, scored, analyzed, or otherwise produced by AI-assisted features of the Service.

“Authorized User” means an employee, contractor, representative, administrator, recruiter, hiring manager, HR user, or other person Customer authorizes to access or use the Service on Customer’s behalf.

“Candidate” means an individual who interacts with the Service through a Customer’s hiring, assessment, recruitment, or related workflow.

“Customer Data” means data, content, files, resumes/CVs, applications, assessments, interview records, prompts, responses, HR records, employee records, candidate records, notes, reports, configurations, and other information submitted to, generated in, or processed through Customer’s workspace in the Service. Customer Data excludes Usage Data and Feedback.

“Customer Personal Data” means Personal Data contained in Customer Data that Sentiva processes on behalf of Customer.

“Documentation” means Sentiva’s user guides, help materials, API documentation, onboarding materials, and technical instructions made available for the Service.

“Order” means an online checkout, subscription selection, order form, statement of work, enterprise order form, plan page, written ordering document, or other ordering process accepted by Sentiva that identifies the Service, subscription plan, term, pricing, usage limits, or related commercial details.

“Personal Data” means personal data, personal information, personally identifiable information, or similar information as defined under applicable privacy or data protection laws.

“Prohibited Data” means data that is not intended to be processed by the Service and that Customer is not authorized to submit under these Terms, an Order, the Documentation, or applicable law. Prohibited Data may include payment card data subject to PCI DSS; protected health information regulated under HIPAA or similar healthcare-specific laws; government-issued identification numbers, except where expressly required for lawful employment or recruitment purposes and permitted by applicable law; data subject to laws requiring industry-specific safeguards not expressly supported by the Service; and any other data designated as prohibited in an Order or Documentation. For clarity, Prohibited Data does not include special category or sensitive HR data where such data is processed in accordance with the Data Processing Addendum and solely for employment, recruitment, assessment, workforce management, or human-resources purposes.

“Subscription Term” means the subscription period identified in the applicable Order or, if no specific term is stated, the period for which Customer has paid for access to the Service.

“Usage Data” means data about the use, performance, operation, availability, errors, diagnostics, and activity of the Service, including logs, telemetry, usage metrics, feature usage, and technical data.

3. Account Registration and Authority

Customer must provide accurate, complete, and current registration and billing information.

Customer is responsible for:

maintaining the confidentiality and security of account credentials;
all activity occurring under Customer’s Account;
ensuring that Authorized Users comply with these Terms;
promptly disabling access for users who no longer require access;
configuring roles, permissions, and access controls appropriately; and
notifying Sentiva promptly if Customer becomes aware of unauthorized access, credential compromise, or misuse of the Service.

Sentiva may reject, suspend, or terminate an Account if Sentiva reasonably believes that the Account information is inaccurate, the user lacks authority, or use of the Account may violate these Terms, the Acceptable Use Policy, applicable law, or the security or integrity of the Service.

4. Access and Use Rights

Subject to these Terms, the applicable Order, payment of applicable fees, and compliance with applicable law, Sentiva grants Customer a limited, non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the Service for Customer’s internal business, HR, recruitment, assessment, workforce management, and related people operations.

Customer may permit Authorized Users to use the Service on Customer’s behalf, provided Customer remains responsible for their access and use.

Customer may not use the Service for any purpose not expressly permitted by these Terms, the applicable Order, the Documentation, or the Acceptable Use Policy.

5. Subscription Plans, Usage Limits, and Changes

Customer’s subscription plan, modules, usage limits, pricing, billing period, and other commercial terms are specified in the applicable Order or plan page.

Usage limits may include limits on applicants, candidates, employees, seats, active jobs, assessments, AI interview minutes, storage, API usage, reports, messages, integrations, or other usage-based measures.

If Customer exceeds applicable plan limits, Sentiva may, at its discretion:

charge applicable overage fees;
require Customer to upgrade to an appropriate plan;
throttle, queue, or restrict additional usage;
suspend access to affected features until the limit resets or Customer upgrades; or
agree to a custom arrangement in writing.

Sentiva may update, modify, improve, or discontinue features of the Service from time to time, provided that Sentiva will not materially reduce the core functionality of a paid subscription during the applicable Subscription Term without a reasonable alternative, replacement, or notice where practical.

Beta, preview, pilot, experimental, or early-access features may be modified, suspended, or discontinued at any time and are provided “as is.”

6. Acceptable Use

Customer and Authorized Users must comply with Sentiva’s Acceptable Use Policy, which is incorporated into these Terms by reference.

Customer is responsible for ensuring that its Authorized Users use the Service in accordance with the Acceptable Use Policy.

Customer must not, and must not permit any Authorized User or third party to:

use the Service unlawfully or in violation of employment, labor, anti-discrimination, privacy, data protection, export control, or other applicable laws;
use the Service for discriminatory, retaliatory, deceptive, abusive, or harmful employment practices;
access, use, or attempt to access accounts, data, systems, or parts of the Service without authorization;
interfere with the security, integrity, availability, or performance of the Service;
bypass, disable, or weaken security, authentication, authorization, logging, monitoring, metering, or usage-limit controls;
reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Service, except to the extent such restriction is prohibited by applicable law;
attempt to extract, reveal, copy, reconstruct, or misuse Sentiva’s source code, prompts, system instructions, model configurations, evaluation logic, rubrics, scoring methods, workflows, or proprietary methods, except to the extent intentionally made available by Sentiva as part of the Service;
use the Service to build, train, benchmark, evaluate, or improve a competing product or service without Sentiva’s prior written consent;
use automated scripts, bots, scraping tools, or load-testing tools except as expressly permitted by Sentiva;
upload or process Prohibited Data;
submit Personal Data without required rights, notices, consents, legal bases, or other lawful grounds;
use the Service to send unlawful, misleading, harassing, discriminatory, unsolicited, or deceptive communications; or
use the Service in a way that may expose Sentiva, other customers, candidates, employees, or third parties to legal, security, regulatory, or operational risk.

Sentiva may suspend or restrict access to the Service where it reasonably believes that Customer’s use of the Service violates these Terms, the Acceptable Use Policy, applicable law, creates a security risk, may harm the Service or other users, or may expose Sentiva to legal, regulatory, or operational risk.

7. AI-Assisted Features

The Service includes AI-assisted features, including features that may support candidate evaluation, structured interview analysis, summarization, recommendations, scoring assistance, rubric mapping, report generation, candidate communications, employee insights, and other HR workflows.

Customer acknowledges that AI-assisted features are probabilistic and may produce inaccurate, incomplete, biased, outdated, or inappropriate outputs. AI Output is provided to assist human users and is not a substitute for professional judgment, legal advice, HR compliance review, or human oversight.

Customer is solely responsible for:

reviewing and validating AI Output before relying on it;
ensuring appropriate human oversight;
making all hiring, employment, promotion, termination, compensation, disciplinary, compliance, and business decisions;
determining whether and how AI-assisted features should be used in Customer’s jurisdiction and context;
providing required notices and obtaining required consents or lawful grounds;
complying with employment, labor, anti-discrimination, privacy, AI, data protection, and human rights laws; and
ensuring that AI-assisted features are not used as the sole basis for employment or similarly significant decisions where human review is required or appropriate.

Sentiva does not make final hiring, employment, promotion, termination, compensation, disciplinary, compliance, or business decisions on Customer’s behalf.

Customer must not represent AI Output as deterministic, authoritative, legally binding, or free from error.

Customer must not use AI-assisted features to deceive, manipulate, unfairly disadvantage, or unlawfully discriminate against candidates, employees, or other individuals.

Customer Data is not used to train external or third-party foundation models.

Sentiva does not currently train its own AI models using Customer Data. If Sentiva develops internal models in the future, Customer Data will only be used where permitted by the applicable agreement, law, and documented privacy safeguards. Where appropriate, Sentiva will use aggregated, de-identified, pseudonymized, or otherwise protected data and maintain controls designed to prevent Customer Data from being exposed to other customers.

Sentiva may use Usage Data, Feedback, aggregated data, de-identified data, and operational telemetry to maintain, improve, secure, troubleshoot, and develop the Service, provided that Sentiva does not disclose such data in a way that identifies Customer or an individual except as permitted by these Terms, the DPA, or applicable law.

Sentiva may limit, suspend, modify, or deprecate specific AI-assisted features if Sentiva reasonably determines that continued provision of such features may violate applicable law, third-party terms, AI safety requirements, platform policies, or responsible AI standards. Such changes will not constitute a breach of these Terms if made in good faith for legal, safety, compliance, security, or responsible AI reasons.

Sentiva’s Responsible AI materials describe Sentiva’s approach to AI governance, transparency, human oversight, and candidate rights. To the extent a specific Responsible AI commitment is expressly included in these Terms, an Order, or a signed agreement, it forms part of the Agreement.

8. Customer Data

Customer retains all right, title, and interest in Customer Data.

Customer grants Sentiva a limited right to access, host, copy, transmit, display, process, modify, and use Customer Data as necessary to:

provide, operate, secure, support, and maintain the Service;
deliver AI-assisted features and related workflows;
prevent or address technical problems, security issues, fraud, abuse, or policy violations;
comply with applicable law, legal process, or Customer instructions;
perform obligations under these Terms, an Order, or the DPA; and
improve the Service using Usage Data, aggregated data, de-identified data, or pseudonymized data where appropriate and permitted.

Customer is responsible for the accuracy, quality, legality, integrity, and appropriateness of Customer Data.

Customer represents and warrants that it has all rights, notices, permissions, consents, legal bases, and lawful grounds necessary to submit Customer Data to the Service and to permit Sentiva to process Customer Data as described in these Terms, the applicable Order, and the DPA.

Sentiva does not review Customer Data for legal compliance and does not assume responsibility for Customer’s use of the Service or Customer’s employment, recruitment, HR, compliance, or business decisions.

9. Privacy and Data Processing

Sentiva processes Personal Data as described in its Privacy Policy.

If Sentiva processes Customer Personal Data on behalf of Customer, Sentiva’s Data Processing Addendum applies and is incorporated into these Terms by reference. The DPA is available upon request.

In the event of a conflict between these Terms and the DPA regarding the processing of Customer Personal Data, the DPA controls.

Customer acknowledges that, depending on the context, Sentiva may act as:

a processor or service provider when processing Customer Personal Data on behalf of Customer; and
a controller or business for website data, account administration, billing, support, security, service telemetry, marketing, product improvement, and candidate-centric services where individuals voluntarily interact directly with Sentiva outside Customer-controlled workflows.

Customer must not submit Customer Personal Data to the Service unless Customer has provided required notices, obtained required consents or lawful grounds, and complied with applicable privacy, data protection, employment, labor, and human rights laws.

10. Special Category and Sensitive Data

Customer acknowledges that HR, recruitment, assessment, employee, and candidate workflows may involve sensitive or special-category Personal Data, including disability-related information, health or leave information, equal opportunity or diversity information, compensation information, or other regulated data.

Customer is responsible for determining whether Customer Data includes sensitive or special-category Personal Data and for ensuring that such processing is lawful.

Before submitting sensitive or special-category Personal Data to the Service, Customer must ensure that it has a valid legal basis or permitted ground, has provided required notices, has obtained required consents or authorizations where necessary, and has documented its compliance as required by applicable law.

Sentiva may rely on Customer’s instructions and representations regarding sensitive or special-category Personal Data and has no independent obligation to verify Customer’s legal basis for processing such data.

Customer will indemnify Sentiva for claims, losses, liabilities, penalties, fines, costs, and expenses arising from Customer’s failure to lawfully collect, submit, process, or instruct Sentiva to process sensitive or special-category Personal Data.

11. Data Export, Backups, and Deletion

During the Subscription Term, Customer may export Customer Data using available export tools or by requesting assistance where supported.

Sentiva maintains operational backups for service continuity, disaster recovery, and security purposes. These backups are not a substitute for Customer’s own legal, archival, regulatory, or business continuity obligations.

Customer is responsible for exporting and retaining copies of Customer Data where required for Customer’s own legal, compliance, archival, or operational needs.

Upon expiration or termination of the applicable subscription, Sentiva may disable Customer’s access to the Service. Unless otherwise stated in an Order or DPA, Customer may request export of Customer Data for thirty (30) days after termination.

Unless otherwise required by law or agreed in writing, Sentiva will delete or return Customer Personal Data in accordance with the DPA. Data may remain in backups, logs, or archival systems for a limited period in accordance with Sentiva’s ordinary retention, security, and backup processes, subject to continued confidentiality and security obligations.

12. Fees, Billing, and Payment

Customer must pay all fees specified in the applicable Order or subscription plan.

Unless otherwise stated in an Order:

fees are charged in U.S. dollars;
subscription fees are billed in advance;
usage-based fees and overage fees may be billed in arrears;
payments are due at the time of checkout for card-based subscriptions or within thirty (30) days of invoice date for invoice-based subscriptions;
fees are non-refundable except as required by law or expressly stated in an Order or written agreement;
all fees are exclusive of taxes; and
Customer is responsible for sales tax, VAT, GST, withholding tax, duties, levies, and similar taxes, except for taxes based on Sentiva’s income.

For card-based or automatic payment subscriptions, Customer authorizes Sentiva or its payment processor to charge the payment method on file for applicable fees, taxes, renewals, overages, upgrades, and other charges.

If Customer disputes an invoice or charge in good faith, Customer must notify Sentiva before the payment due date, or within thirty (30) days of an automatic charge, and must pay all undisputed amounts on time. The parties will work in good faith to resolve the dispute.

Late undisputed payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Customer is responsible for reasonable collection costs incurred by Sentiva in collecting overdue undisputed amounts.

Sentiva may suspend access to the Service for overdue undisputed amounts after providing reasonable notice, unless immediate suspension is necessary to prevent risk to Sentiva, the Service, or third parties.

13. Renewals, Cancellation, and Plan Changes

Unless otherwise stated in an Order, subscriptions automatically renew for successive periods equal to the expiring Subscription Term.

Customer may cancel renewal before the next billing period through the account settings, billing portal, or by contacting Sentiva as instructed in the Service. Cancellation prevents future renewal but does not entitle Customer to a refund for the then-current Subscription Term unless required by law or expressly agreed in writing.

If Customer upgrades a plan, Sentiva may charge prorated fees or the applicable upgrade amount. If Customer downgrades a plan, the downgrade will generally take effect at the next renewal unless Sentiva agrees otherwise.

Sentiva may change plan features, limits, or pricing for future subscription periods by providing reasonable notice. Changes to fees during an active Subscription Term will not apply until renewal unless Customer agrees, upgrades, exceeds usage limits, or the Order states otherwise.

14. Suspension

Sentiva may suspend or restrict access to the Service, in whole or in part, if Sentiva reasonably believes that:

Customer has breached these Terms, the AUP, the DPA, or an Order;
Customer has overdue undisputed fees;
Customer’s use creates a security, availability, legal, regulatory, or operational risk;
Customer’s use may harm Sentiva, the Service, other customers, candidates, employees, or third parties;
Customer is using the Service unlawfully or in violation of third-party rights;
Customer has submitted Prohibited Data;
suspension is necessary to comply with law, court order, regulator request, sanctions, export controls, or third-party platform requirements; or
suspension is necessary to protect the security, integrity, or availability of the Service.

Where practical, Sentiva will provide notice before suspension and work with Customer to resolve the issue. Sentiva may suspend immediately without prior notice if urgent action is needed to prevent harm, preserve security, comply with law, or protect the Service.

15. Term and Termination

These Terms begin when Customer accepts them or first accesses the Service and continue until all subscriptions and Orders have expired or been terminated.

Either party may terminate an Order or subscription if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice.

Sentiva may terminate or suspend access immediately if Customer’s breach cannot reasonably be cured, if Customer violates the AUP in a material or repeated way, if Customer uses the Service unlawfully, if continued access creates material risk, or if termination is required by law.

Upon termination or expiration:

Customer’s right to access and use the Service ends;
Customer must stop using the Service;
Customer must pay all fees accrued before termination;
Sentiva may disable access to the Account and Service;
Customer may request export of Customer Data during the post-termination export period where applicable; and
Sentiva will delete or return Customer Personal Data as described in the DPA.

Sections intended by their nature to survive will survive, including sections relating to fees owed, Customer Data, privacy and data processing, AI-assisted features, acceptable use, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and general terms.

16. Migration Assistance

For self-serve subscriptions, Sentiva is not obligated to provide migration assistance unless expressly agreed in an Order or separate written agreement.

Upon Customer’s written request, Sentiva may provide reasonable migration or transition assistance subject to availability, scope, timing, and fees agreed in writing.

17. Support and Service Levels

Sentiva may provide support through email, in-app support, help desk, documentation, or other support channels.

Support availability, response targets, service levels, onboarding, training, and success services apply only to the extent stated in the applicable Order, plan, support policy, or separate written agreement.

Sentiva does not provide any public uptime service level commitment under these Terms unless an Order or separate SLA expressly states one.

18. Third-Party Services and Integrations

The Service may integrate with or rely on third-party services, platforms, APIs, applications, models, infrastructure, communications tools, payment processors, analytics tools, or other third-party products.

Customer’s use of third-party services may be subject to separate terms and privacy policies between Customer and the third-party provider.

Sentiva is not responsible for third-party services that are not controlled by Sentiva. Sentiva does not guarantee the continued availability, compatibility, performance, or functionality of third-party services.

Sentiva may modify, suspend, or discontinue integrations with third-party services if the third-party service changes, becomes unavailable, creates risk, or can no longer be supported on commercially reasonable terms.

19. Intellectual Property

Sentiva and its licensors own all right, title, and interest in and to the Service, Documentation, software, designs, workflows, prompts, rubrics, scoring methods, evaluation logic, models, templates, reports, user interface, know-how, trademarks, service marks, logos, and related intellectual property.

Except for the limited access rights expressly granted in these Terms, no rights are transferred to Customer.

Customer owns Customer Data.

Customer may not remove proprietary notices, copy the Service, create derivative works, or use Sentiva intellectual property except as expressly permitted by these Terms.

Customer grants Sentiva the rights necessary to process Customer Data and provide the Service as described in these Terms.

20. Feedback

Customer may provide suggestions, comments, ideas, enhancement requests, recommendations, or other feedback about the Service (“Feedback”).

Customer grants Sentiva a perpetual, irrevocable, worldwide, royalty-free right to use, copy, modify, distribute, display, perform, and incorporate Feedback into Sentiva’s products, services, and business without restriction or obligation to Customer.

Feedback is provided “as is” and is not Customer Confidential Information unless the parties expressly agree otherwise in writing.

21. Customer Name and Logo

Sentiva may identify Customer as a customer and may use Customer’s name and logo for that purpose in customer lists, websites, presentations, marketing materials, and sales materials.

Customer may opt out by sending written notice to legal@sentiva.ai. After receiving an opt-out request, Sentiva will stop new public uses of Customer’s name and logo within a reasonable period. Existing materials already printed, published, distributed, or in production may remain until reasonably updated or retired.

Any additional case study, press release, testimonial, or detailed public reference will require Customer’s consent.

22. Confidentiality

“Confidential Information” means non-public information disclosed by or on behalf of one party to the other party that is marked confidential or should reasonably be understood to be confidential based on its nature and the circumstances of disclosure.

Customer Confidential Information includes non-public Customer Data. Sentiva Confidential Information includes non-public information about the Service, technology, security, pricing, product roadmap, prompts, workflows, rubrics, evaluation logic, and proprietary methods.

The receiving party must:

use Confidential Information only to perform obligations or exercise rights under these Terms;
protect Confidential Information using at least reasonable care and no less than the care it uses for its own similar information;
disclose Confidential Information only to employees, contractors, advisers, service providers, or representatives who need to know it and are bound by confidentiality obligations; and
remain responsible for compliance by those recipients.

Confidential Information does not include information that:

becomes public through no fault of the receiving party;
was lawfully known by the receiving party without confidentiality obligations before disclosure;
is received lawfully from a third party without confidentiality obligations; or
is independently developed without use of the disclosing party’s Confidential Information.

The receiving party may disclose Confidential Information where required by law, court order, or regulatory authority, provided it gives reasonable notice where legally permitted and cooperates with efforts to obtain confidential treatment.

23. Warranties and Disclaimers

Each party represents that it has the legal power and authority to enter into these Terms.

Customer represents and warrants that:

it has authority to bind the organization it represents;
it has all rights necessary to submit Customer Data to the Service;
Customer Data and Customer’s use of the Service will comply with applicable law;
it will not submit Prohibited Data;
it will comply with employment, labor, anti-discrimination, privacy, data protection, AI, and human rights laws applicable to its use of the Service; and
it will not use AI-assisted features without appropriate human oversight.

Sentiva warrants that the Service will perform materially in accordance with the applicable Documentation during the Subscription Term.

Customer’s exclusive remedy for breach of this warranty is for Sentiva to use commercially reasonable efforts to correct the non-conformity. If Sentiva cannot correct the non-conformity within a reasonable period, Customer may terminate the affected subscription and receive a prorated refund of prepaid unused fees for the affected Service.

Except as expressly stated in these Terms, the Service, AI-assisted features, beta features, Documentation, and related services are provided “as is” and “as available.”

To the maximum extent permitted by law, Sentiva disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted use, error-free operation, and accuracy of AI Output.

Sentiva does not warrant that:

the Service will be uninterrupted, error-free, secure, or free from harmful components;
AI Output will be accurate, complete, unbiased, lawful, or suitable for Customer’s intended purpose;
the Service will meet all regulatory requirements in every jurisdiction;
the Service will produce any particular hiring, HR, employee, business, or compliance outcome; or
third-party services will remain available or compatible.

24. Limitation of Liability

To the maximum extent permitted by law, each party’s total cumulative liability arising out of or relating to these Terms, the Service, an Order, the AUP, the DPA, or any related claim will not exceed the amounts paid or payable by Customer to Sentiva for the Service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability.

The liability cap applies to all claims, whether based in contract, tort, negligence, strict liability, statute, breach of duty, indemnity, privacy, data protection, confidentiality, security, or any other legal theory, except as expressly stated in this section.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, loss of goodwill, loss of business opportunity, business interruption, or loss of data, even if advised of the possibility of such damages.

The liability cap does not limit:

Customer’s obligation to pay undisputed fees;
either party’s liability for fraud or willful misconduct; or
liability that cannot be limited under applicable law.

Customer acknowledges that the fees reflect the allocation of risk in these Terms and that Sentiva would not provide the Service without the limitations of liability in this section.

25. Indemnification

25.1 Sentiva Indemnity

Sentiva will defend Customer against third-party claims alleging that the Service, when used by Customer in accordance with these Terms, infringes or misappropriates a third party’s intellectual property rights, and will pay damages, settlements, costs, and reasonable attorneys’ fees finally awarded or approved in settlement.

Sentiva’s obligations do not apply to claims arising from:

Customer Data;
AI Output or Customer’s use of AI Output;
Customer’s employment, hiring, termination, promotion, compensation, disciplinary, compliance, or business decisions;
use of the Service in violation of these Terms, the AUP, Documentation, or applicable law;
modifications not made by Sentiva;
combination with products, services, data, or materials not provided by Sentiva;
use of an outdated version where a newer version would avoid the claim; or
beta, pilot, experimental, or free features.

If the Service becomes, or Sentiva reasonably believes it may become, subject to an infringement claim, Sentiva may:

obtain the right for Customer to continue using the Service;
modify or replace the affected feature without materially reducing core functionality; or
terminate the affected subscription and provide a prorated refund of prepaid unused fees for the affected Service.

This section states Customer’s exclusive remedy for third-party intellectual property infringement claims.

25.2 Customer Indemnity

Customer will defend, indemnify, and hold harmless Sentiva and its Affiliates, officers, directors, employees, contractors, and agents from and against claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to:

Customer Data;
Customer’s use of the Service in violation of these Terms, the AUP, the DPA, Documentation, or applicable law;
Customer’s employment, hiring, termination, promotion, compensation, disciplinary, compliance, or business decisions;
Customer’s use of AI Output;
Customer’s failure to provide required notices, obtain required consents, or establish a valid legal basis or permitted ground for processing Personal Data;
Customer’s processing of sensitive or special-category Personal Data;
Customer’s communications with candidates, employees, or other individuals through the Service;
Customer’s violation of third-party rights; or
unauthorized access or misuse resulting from Customer’s credentials, systems, users, or instructions.

25.3 Indemnification Procedure

The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defense and settlement.

The indemnifying party may not settle a claim in a way that admits fault by the indemnified party or imposes non-monetary obligations on the indemnified party without prior written consent, not to be unreasonably withheld.

26. Government Users

The Service and Documentation are provided as commercial computer software and commercial computer software documentation.

For U.S. government users, the Service is provided with only those rights expressly granted in these Terms and is subject to FAR 12.212 and DFARS 227.7202, as applicable.

Government users in other jurisdictions receive only the rights expressly granted in these Terms unless otherwise agreed in writing.

27. Export Controls and Sanctions

Customer must comply with all applicable export control, sanctions, and trade laws.

Customer must not access, use, export, re-export, transfer, or make available the Service in violation of applicable laws or to any embargoed country, restricted party, denied party, sanctioned party, or prohibited end user.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions, and is not listed on any applicable restricted-party list.

Sentiva may suspend or terminate access immediately if required to comply with export control, sanctions, or trade laws.

28. Anti-Bribery and Compliance

Each party will comply with applicable anti-bribery, anti-corruption, anti-money laundering, and trade compliance laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act where applicable.

Customer must not use the Service in connection with unlawful payments, bribery, corruption, fraud, sanctions evasion, or other unlawful activity.

29. Modifications to These Terms

Sentiva may update these Terms from time to time.

For material changes, Sentiva will provide reasonable notice through the website, in-app notice, email, or other appropriate means. Unless otherwise stated, material changes will take effect thirty (30) days after notice.

Changes that materially affect fees during an active Subscription Term will not apply until renewal unless Customer agrees, upgrades, exceeds usage limits, or the applicable Order states otherwise.

Continued use of the Service after updated Terms become effective constitutes acceptance of the updated Terms.

If Customer does not agree to updated Terms, Customer must stop using the Service and may cancel renewal. Unless required by law or expressly agreed, cancellation does not entitle Customer to a refund for the current Subscription Term.

30. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles.

Before starting arbitration or court proceedings, each party agrees to first try to resolve the dispute in good faith by giving written notice describing the dispute and allowing at least thirty (30) days for the parties to attempt resolution.

If the dispute is not resolved within that period, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and legal place of arbitration will be Delaware, United States. The arbitration will be conducted in English by one arbitrator.

Unless the arbitrator determines otherwise, hearings may be conducted remotely by video conference or other electronic means. The arbitrator may decide the procedures for the arbitration, including whether any hearing should be remote, hybrid, or in person.

Either party may bring an individual claim in small claims court where permitted.

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security and integrity of the Service. Either party may also bring proceedings in court to enforce an arbitration award or to collect undisputed unpaid fees.

Subject to the arbitration provisions above, the state and federal courts located in Delaware will have exclusive jurisdiction over court proceedings arising out of or relating to these Terms, and each party consents to the jurisdiction of those courts.

31. Notices

Notices under these Terms must be in writing.

Sentiva may provide notices to Customer by email, in-app notice, account notice, website notice, or other reasonable means.

Customer may send legal notices to Sentiva at:

Sentiva LLC
254 Chapman Rd, Ste 208 #20742
Newark, Delaware 19702
United States

Email: legal@sentiva.ai

Privacy or data protection notices should be sent to Sentiva’s Data Protection Officer at dpo@sentiva.ai.

Notices are deemed given when received, except that email notices are deemed given upon confirmed transmission unless the sender receives a delivery failure notice.

32. Assignment

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms to an Affiliate or in connection with a merger, reorganization, change of control, sale of equity, or sale of substantially all assets relating to these Terms.

Any attempted assignment in violation of this section is void.

These Terms bind and benefit the parties and their permitted successors and assigns.

33. Force Majeure

Neither party will be liable for delay or failure to perform obligations caused by events beyond its reasonable control, including natural disasters, pandemics, public health emergencies, war, terrorism, civil unrest, labor disputes affecting third parties, government action, sanctions, internet or telecommunications failures, utility failures, cloud provider outages, cyberattacks on infrastructure not controlled by the affected party, or other events beyond reasonable control.

Force majeure does not excuse Customer’s obligation to pay fees accrued before or during the force majeure event.

34. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary relationship, employment relationship, or franchise.

Neither party has authority to bind the other party.

35. No Third-Party Beneficiaries

These Terms do not create rights for any third party, including Authorized Users, Candidates, employees, applicants, contractors, or other individuals, except where expressly required by applicable law.

36. Severability and Waiver

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect.

A party’s failure to enforce a provision is not a waiver of that provision or any other provision.

A waiver must be in writing and signed by the party granting the waiver.

37. Order of Precedence

If there is a conflict between documents, the following order of precedence applies unless a signed agreement states otherwise:

signed enterprise agreement or negotiated Order;
Data Processing Addendum, but only for matters relating to Customer Personal Data;
applicable Order or subscription plan terms;
these Terms;
Acceptable Use Policy;
Documentation.

The Privacy Policy and Cookie Policy describe Sentiva’s privacy and cookie practices and are not intended to override the commercial terms of these Terms, except where expressly incorporated into the DPA or required by applicable law.

Any purchase order, vendor portal terms, procurement terms, invoice terms, or other Customer-provided terms will have no force or effect unless expressly agreed in writing by Sentiva.

38. Entire Agreement

These Terms, together with the applicable Order, Acceptable Use Policy, and Data Processing Addendum where applicable, form the entire agreement between Customer and Sentiva regarding the Service and supersede all prior or contemporaneous agreements, discussions, proposals, or representations about the Service.

39. Contact

Questions about these Terms may be sent to: