Terms of Service

Please read this Terms of Service agreement before using the services offered by Telepath Data Inc., dba Seventh Sense, ("Seventh Sense", "us" or "we").

1. Definitions

"Agreement" or "Terms of Service" and all materials referred or linked to in here.

"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term.

"Contact" means a single customer, prospect, lead, or other individual (other than a User) whose Contact Information is stored by you in the Subscription Service.

"Customer Data" means all information that you submit or collect via the Subscription Service.

"Documentation" means our online user guides, documentation, and help and training materials, as updated from time to time.

"Maximum Contacts" means the maximum number of Contacts you are permitted to use with the Subscription Service as identified in your Order Form.

"Order Form" or "Order" means the form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.

"Sensitive Information" means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver's license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information.

"Subscription Fee" means the amount you pay for the Subscription Service.

"Subscription Service" means our web-based applications, tools and platform that you have subscribed to by an Order Form, accessible via theseventhsense.com or another designated URL, and any ancillary products and services that we provide to you.

"Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms.

"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

2. Free Trial

If you register on our website for a free trial, we will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by you for such Service(s).

ANY DATA YOU ENTER INTO THE SERVICES DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES BEFORE THE END OF THE TRIAL PERIOD. NOTWITHSTANDING SECTION 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

3. Use of the Subscription Services

3.1 Our Responsibilities

During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement.

• We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
• Support. Support is included in your Subscription Fee. Phone support for the Subscription Service is available 9AM to 5PM Eastern Time, Monday through Friday, excluding US national holidays. We accept webform support questions 24/7 at theseventhsense.zendesk.com.
• Our Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data.
• Our Personnel. We will be responsible for the performance of our personnel and their compliance with our obligations under this Agreement.

3.2 Your Responsibilities

To realize the full value of the Subscription Service, your participation and effort are needed.

• Your Protection of the Subscription Service. You shall: (i) be responsible for Users' compliance with this Agreement; (ii) be responsible for the accuracy, quality and legality of your Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services; and (iv) use the Subscription Services only in accordance with the User Documentation and applicable laws.
• No Sensitive Information. YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

3.3 Limits

Limits may apply to the number of Contacts, Jobs, Data Points, or other types of Customer Data you may store in the Subscription Service. Any limits will be specified in your Order Form and this Agreement.

3.4 Modifications

We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term.

3.5 Beta Services

From time to time, we may invite you to try Beta Services at no charge. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered "Services" under this Agreement, and may be subject to additional terms.

4. Fees and Payments for Purchased Services

• Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed your Maximum Contacts; (ii) change products or base packages, or (iii) subscribe to additional features or products.
• Fee Adjustments in Next Billing Period. If you exceed your Maximum Contacts in a Billing Period, then your Subscription Fee will be adjusted at the beginning of the next Billing Period up to the current base package and tier price.
• Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term.
• Payment against invoice. If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice.
• Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date.
• Sales Tax. All fees are exclusive of taxes, which we will charge as applicable.

5. Proprietary Rights and Licenses

• Reservation of Rights. This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service is protected by intellectual property laws. The Subscription Service belong to and are the property of us or our licensors.
• Customer Data. Customer owns any data, information or material originated by Customer or that Customer provides in the course of using the Subscription Services ("Customer Data"). Customer Data is Customer's Confidential Information.
• License by You to Use Feedback. You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users.
• Publicity. You grant us the right to add your name and company logo to our customer list and website.

6. Confidentiality

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Protection. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted).

7. Third-Party Sites and Products

Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

The Subscription Services may contain features designed to interoperate with Non Seventh Sense Applications. To use such features, you may be required to obtain access to such Non Seventh Sense Applications from their providers.

8. Disclaimers; Limitations of Liability

• Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
• Disclaimer of Warranties. THE SERVICE IS PROVIDED BY SEVENTH SENSE ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SEVENTH SENSE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND.
• No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
• Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

9. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information.

10. Term and Termination

• Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during the subscription process.
• Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the shorter of the Initial Subscription Term or one year. Written notice of non-renewal must be sent no more than ninety (90) days but no less than forty-five (45) days in advance of the end of the Subscription Term.
• Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days' notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency.
• Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control.

11. General

• Amendment. We may update and change any part or all of these Terms of Service, including the fees and charges associated with the use of the Subscription Service. The updated Terms of Service will become effective and binding on the next business day after it is posted.
• Governing Jurisdiction. These Terms will be governed by the laws of the Commonwealth of Virginia, excluding its choice of law rules. Any dispute arising from or relating to the subject matter of these Terms will be finally settled by arbitration in Arlington in the Commonwealth of Virginia.
• Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage; government restrictions; or other event outside the reasonable control of the obligated party.
• Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
• Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision.
• Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt. To Seventh Sense: Telepath Data Inc, 2017 N Dinwiddie Street, Arlington VA 22207.
• Entire Agreement. This Agreement, along with our Privacy Policy, is the entire agreement between us for the Subscription Service and supersedes all other proposals and agreements.
• Assignment. You will not assign or transfer this Agreement without our prior written consent, which will not be unreasonably withheld.