Effective Date: January 1, 2024
If you are a Customer or User, these Customer Terms and Conditions (the “Customer Terms”) govern your access and use of the Services. Please read them carefully as these Customer Terms are a legally binding contract between you and Sinmente Group. As part of these Customer Terms, you agree to comply with the most recent version of our Privacy Policy and any applicable Order Form which are incorporated by reference into these Customer Terms.
READ THESE CUSTOMER TERMS CAREFULLY BEFORE USING THE SERVICES AS USE OF THE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE CUSTOMER TERMS. THESE CUSTOMER TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE CUSTOMER TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH SINMENTE GROUP. YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO THESE CUSTOMER TERMS VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS WHATSOEVER EXCEPT THOSE CONTAINED IN THE CUSTOMER TERMS THEMSELVES.
READ THESE CUSTOMER TERMS CAREFULLY BEFORE USING THE SERVICES AS USE OF THE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE CUSTOMER TERMS.
THESE CUSTOMER TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE CUSTOMER TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH SINMENTE GROUP. YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO THESE CUSTOMER TERMS VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS WHATSOEVER EXCEPT THOSE CONTAINED IN THE CUSTOMER TERMS THEMSELVES.
1. Definitions
a. These capitalized terms referenced and used throughout (and not otherwise defined in) Sinmente Group’s Terms shall have the following meanings:
b. “Affiliate” means any Entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means at least 50% ownership or power to direct an Entity’s management.
c. “Applicable Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, and the exportation of technical or personal data.
d. “Authorized Users” means an Entity’s employees, consultants, contractors, and agents i) who are authorized by the Entity to access and use the Services under the rights granted to the Entity pursuant to these Terms of Use; and ii) for whom access to the Services has been purchased thereunder. Authorized Users may include employees, consultants, contractors and agents of Customer or its Affiliates.
e. "Sinmente Group,” “we,” “our,” or “us” means Sinmente Group, LLC and its Affiliates.
f. “Sinmente Group IP” means our service marks or trademarks in the form of words, graphics, and logos, the Website(s), Services, Documentation, Usage Information, Feedback, API, any and all related or and any modifications or derivative works of the foregoing.
g. “Confidential Information” means information disclosed by or on behalf of one party (“Discloser”) to the other party (“Recipient”) under these Terms, in any form, concerning the Discloser’s business, including its operations, strategies, financial information, products, services, and customer information, which (a) Discloser identifies to Recipient as “confidential” or “proprietary”, either in writing or verbally or (b) should be reasonably understood as confidential or proprietary due to its nature or the circumstances of its disclosure.
h. “Customer” means either i) an individual with a registered Sinmente Group account; or ii) a profile in our database; or iii) an Entity that has purchased Sinmente licenses for its Authorized Users to access and use the Services with registered accounts through the Entity domain.
i. “Customer Data” means information, data, and other content, in any form or medium, that is submitted, or posted by or on behalf of Customer, an Authorized User, or their Invitees through the Services. To be clear, Customer retains all Intellectual Property Rights in Customer Data.
j. “Documentation” means information, policies and specifications related to the Services created by or on behalf of Sinmente Group made available on Sinmente Group’s Website or generally by Sinmente Group in any format which includes but is not limited to user guides or manuals, user materials, service descriptions, help articles, or other end user documentation for the Services, including any derivatives.
k. “Entity” means a company or organization which has purchased licenses to the Services for use with email domains it owns, controls or manages, or has authority to bind to Terms of Use and be responsible for individuals using such email domain(s) with the Services.
l. “Feedback” means any comments or suggestions submitted by Customer or an Affiliate, Invitee or any other person accessing the Services or Website, including suggestions for improving or enhancing the Services, votes on suggestions, or submissions of any other information relating to the features, functionality, or operation of the Services or Website.
m. “Fees” means the subscription and other costs associated with Customer’s use of the Services payable to Sinmente Group in the amounts specified in an applicable Order Form, invoice, or the billing page of your account.
n. "Free Account” means a Sinmente Group account provided free of charge, created by you, acting as a Customer, in accordance with Section 4 of the Customer Terms.
o. "Initial Subscription Term" means the first period that Customer is provided access by Sinmente Group to utilize the Services with a Free Account or Paid Account.
p. “Intellectual Property Right(s)” means all registered or unregistered intellectual property rights throughout the world, including rights in patents, copyrights, trademarks, trade secrets, designs, databases, domain names, and moral rights.
q. “Order Form” means any ordering document, pricing proposal, or similar document which identifies the applicable Services purchased by Customer under the applicable Terms and identifies the relevant Fees.
r. “Plan Tier” means the subscription tier applicable to the Services that details the features and functions available via the Services, as set forth in the applicable Order Form, invoice or the billing page of your account.
s. "Paid Account” means a Sinmente Group account subject to fees owed by you to Sinmente Group, created by you, acting as a Customer, in accordance with Section 4 of the Customer Terms.
t. “Privacy Notice” means Sinmente Group’s Privacy Policy.
u. “Renewal Subscription Term” means any successive periods following the Initial Subscription Term for which you are provided access to the Services under a Paid Account.
v. “Services” means all of Sinmente Group’s websites, applications (including, but not limited to, mobile and cloud applications), tools, platforms, and services offered by Sinmente Group, including, but not limited to, providing software to make introductions between indiviudals and entities, but excluding Third Party Applications.
w. “Subscription Term” means the Initial Subscription Term together with all Renewal Terms.
x. “Terms” means the various terms, conditions and policies that can be found on this page and which apply to your access and use of the Services and visitation to the Website, as applicable depending on the type of user you are and described on each page.
y. “Third Party Application” or “TPA” means any web-based, mobile, offline or other software functionality or platform, owned or provided by Customer or a third-party provider, that interoperates with and are accessible through, within, or in conjunction with the Services.
z. “Usage Information” means data and information related to Customer's use of the Services that is generated by Sinmente Group in an aggregated and de-identified manner that is unable to be reidentified, including to compile statistical and performance information related to the provision and operation of the Services. To be clear Sinmente Group retains all Intellectual Property Rights in Usage Information.
aa. “Visitor” means a person or Entity simply browsing the Sinmente Group Website that does not have a registered Sinmente Group account.
bb. “Website” means the Sinmente.com website or any other proprietary website owned by Sinmente Group or that Sinmente Group has the authority to manage and control.
2. Scope
a. If you are an individual Customer and registered using your personal email, you and you alone are entitled to the rights and responsible for the obligations under these Customer Terms.
b.If you are an individual Customer and acting on behalf of a business entity (such as your employer, for example using your employer’s email domain), you hereby represent and warrant that you have obtained any necessary permissions from such entity and that you have the authority to bind such entity to these Customer Terms, and that your access to and use of the Services will not violate any internal policies of such entity. In such case, “you,” and “your” will refer to that business entity for purposes of these Customer Terms.
3. RESPONSIBILITIES
a. Sinmente Group.
i. Provision. Sinmente Group shall provide you with the necessary credentials and network links or connections to allow you to access the Services.
ii. Support. Sinmente Group shall provide support for the Services as may be described on Sinmente Group’s Website.
iii. Security. Sinmente Group will use commercially reasonable efforts to implement and maintain technical and organizational controls in accordance with applicable industry standards, designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data.
iv. Investigation. Sinmente Group reserves the right (but does not have the obligation) to investigate complaints or reported violations of these Customer Terms and to take any action Sinmente Group deems appropriate, including but not limited to suspending access to the Services, terminating your account, or permanently revoking your access to the Services, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your account, Customer Data, e-mail addresses, usage history, posted materials, IP addresses, and traffic information, as allowed under our Privacy Notice. You agree to promptly notify Sinmente Group in the event that you are made aware of any unauthorized or illegal use of the Services, by emailing contact@sinmente.com
b. Customer.
i. Cooperation. Where cooperation with Sinmente Group is required or reasonably requested in connection with Sinmente Group’s obligations under these Customer Terms, you will cooperate with Sinmente Group, and Sinmente Group will not be liable for delay or failure to provide Services to the extent caused by your failure or delay to cooperate or make relevant personnel or data available.
ii. Compliance. You and your access and use of the Services (including by Authorized Users and Invitees) must comply at all times with these Customer Terms and all Applicable Laws. Sinmente Group controls and operates the Services from our headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in other locations. If you use the Services outside the United States of America, you are solely responsible for following all Applicable Laws in the jurisdiction which you access the Services. Use of the Services shall be limited to your internal business and not for resale or transfer. If Customer is an Entity, Customer shall make all Authorized Users aware of these Customer Terms and cause Authorized Users to comply with these Customer Terms. You acknowledge that you remain liable for the acts and omissions of any third party (including Invitees) that you allow, enable, or otherwise provide access to the Services, including their compliance with these Customer Terms.
iii. Restrictions. The Services are not intended for and may not be used by individuals under 18 years of age, who are incapable of forming a binding contract with Sinmente Group, or who are otherwise barred from using the Services under Applicable Laws. By registering for a Sinmente Group account, you state that you are at least 18 years of age, and you are responsible for ensuring that all Invitees are at least 18 years old. Creating an account with false information is a violation of our Customer Terms, including creating an account on behalf of others or persons under the age of 18.
iv. Security. You shall maintain the security of your networks, establish reasonable technical and organizational controls and, where Customer is an Entity, maintain the security of its Authorized Users’ credentials (user credentials may not be shared or used by more than one Authorized User). You shall use commercially reasonable efforts to prevent unauthorized access to, or use of Customer’s or its Authorized Users’ accounts and shall immediately notify Sinmente Group at contact@sinmente.com of any known unauthorized use.
v. Privacy. You acknowledge that your (and any Authorized Users’) registration of a Sinmente Group account and use of the Services serves as your consent to Sinmente Group’s processing of Personal Data as set forth in our Privacy Policy.
vi. Customer Data. You are responsible for the accuracy, quality, and legality of Customer Data and the manner in which it is acquired. If Customer is an Entity, Customer will ensure that (a) all Authorized Users given access to the Services have the right to access the information and Customer Data made accessible to them by Customer through the Services; and (b) any Authorized User granting Sinmente Group access to any Customer Data has the right and authority to grant such access.
4. ACCOUNT SET-UP
a. General. To use the Services as a Customer, you need to set up either a Free Account or a Paid Account. You are authorized by Sinmente Group to set up one Free Account only (unless otherwise approved in writing by Sinmente Group). Sinmente Group reserves the right to terminate any additional Free Accounts set up by you and any Free Accounts that have been inactive for over six (6) months.
b. Credentials. In order to create an account, you must first submit applicable registration-related information as requested via the Services or by Sinmente Group, which include your email address and your name, and which Sinmente Group may retain. Once you submit the required registration information, we will determine whether to approve your proposed account, in our sole discretion. If approved, you will be sent an email detailing how to complete your registration and open the account. For so long as you use the account, you agree to provide, update, and maintain only true, accurate, current, and complete information by logging into your account and making relevant changes directly. Because it is your account, it is your responsibility to obtain and maintain all equipment and services needed for access to and use of the Services as well as paying related charges. You agree to choose a strong and secure password(s) and maintain the confidentiality of your password(s), including any password of a third-party site that we may allow you to use to access the Services. Should you believe your method and or the credentials to access the Services have been compromised in any way, you must immediately notify us at contact@sinmente.com
c. Billing. Sinmente Group or our third-party payment processors may collect your billing information when you upgrade to a Paid Account, and by providing such billing information, you hereby authorize Sinmente Group (and its third-party payment processors) to use such information for billing purposes and otherwise in accordance with our Privacy Policy. Sinmente Group will bill the Fees in advance.
d. Account Ownership/Management.
i. Sinmente Group controls the URL(s) assigned to your account and may change or deactivate the URL(s) with or without prior notice.
ii. If you are an Authorized User of a Customer that is an Entity, the Customer has the right to control, manage, monitor, and obtain reports on your use of the Services via a Paid Account.
iii. If you are an individual Customer registered using an email domain of an Entity you are acting on behalf of, such Entity has the right to control, manage, monitor, and obtain reports on your use of the Services via a Paid Account.
iv. If you are an individual Customer registered using your personal email address, you (and not an Entity) are responsible for managing your Free Account or Paid Account.
v. Both the “Owner” and “Admin” (as defined within the applicable Documentation) of an account, as applicable, are each severally and jointly, deemed as the authorized representatives of you as a Customer, and any decision or action made by an Owner or Admin as applicable, is deemed as a decision or action of Customer.
vi. If you are an Authorized User, the Entity which authorized you to access the Services may manage and control your account with Sinmente Group.
5. FEES AND PAYMENT
a. General. If you register for a Paid Account, you agree to pay all applicable Fees related to your use and access of the Services based on the Plan Tier purchased, as described fully on our pricing page. You understand that all Fees are non-cancellable and non-refundable and must be paid without offset or deduction of any kind.
b. Fees. By providing a payment method and/or related information (“Payment Method”), you expressly authorize us to charge the applicable Fees using such Payment Method incurred during the Subscription Term. To the extent that payment details and/or mechanisms are provided through third parties (such as our third-party payment processor or third-party procure to pay solutions), you agree that Sinmente Group will have no liability to you arising out of the acts or omissions of such third parties.
c. Taxes. All Fees are exclusive of applicable sales, use, excise and other similar taxes, duties, and charges imposed by federal, state, local governmental, or regulatory authorities (“Taxes”). You expressly authorize Sinmente Group to charge such Taxes on the Payment Method.
6. TERM & RENEWALS
a. Term. The length of the Initial Subscription Term and Renewal Subscription Terms are identified in your Order Form, invoice, or the billing page of your account. Term lengths are either month-to-month or in annual (12-month) increments or another duration as determined by Sinmente Group.
b. Renewals. The Services shall automatically renew for successive Renewal Subscription Terms for a term length equal to the previous subscription period. Sinmente Group will automatically charge your existing Payment Method in the amount of the then-applicable Fees plus Taxes. Each Renewal Subscription Term may include a price increase of the Consumer Price Index (“CPI”) + 3% unless we notify you of a different rate before each Renewal Subscription Term starts. If applicable, you agree to maintain current billing information. You may be subject to a price increase for a Renewal Subscription Term for modifications described in this Section 6.
7. SUSPENSION & TERMINATION; CANCELLATION
a. Suspension; Termination. Sinmente Group may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account (either a Free Account or Paid Account), or permanently revoke your access to the Services, at our sole discretion, at any time with notice to you, including without limitation if Sinmente Group reasonably determines that:
i. Your use of the Sinmente Group IP disrupts or poses a security risk to the Sinmente Group IP or to any other customer;
ii. You are using the Sinmente Group IP in violation of these Customer Terms for fraudulent activities;
iii. You tried to obtain another Free Account license within 12-month.
iv. You have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
v. Our provision of the Services to you is prohibited by Applicable Law.
b. You agree that Sinmente Group will have no liability for any consequences that you may incur as a result of suspending, terminating, or revoking your account and/or access to the Services.
c. Cancellation & Termination. You may request to cancel a Paid Account, downgrade to a different Plan Tier, or terminate your Sinmente Group account completely, by accessing the billing page of your account or by contacting contact@sinmente.com, whereby such request will be effective as of the end of the then-current Initial or Renewal Subscription Term, unless otherwise determined by Sinmente Group. Any request to terminate a Sinmente Group account completely will be effective immediately (unless otherwise determined by Sinmente Group).
d. Effect & Survival. Upon any cancellation, termination or expiration of these Customer Terms, the Services, or your Sinmente Group account: (i) Sinmente Group may cease providing you, and you may no longer be able to access, the Services, (ii) you will not be entitled to any refunds or credits and all outstanding payment obligations under these Customer Terms will become due immediately, and (iii) the following Sections will survive: 5, 7(c), 12, 13, 14(d), 16, 17, 18, and 19.
8. THIRD PARTY APPLICATIONS
a. Integrations. The Services may contain features designed to link to, transfer Customer Data to, or otherwise access, TPAs. Sinmente Group cannot guarantee the continued availability of such features and may cease providing them without entitling you to any refund, credit or other compensation, if for example and without limitation, the TPA provider ceases to make the TPA available for interoperation with the Service features in a manner acceptable to Sinmente Group in its sole discretion. Any changes to TPAs, including their unavailability, during the Subscription Term shall not affect your obligations under these Customer Terms or the applicable Order Form. Sinmente Group will not be responsible for, and hereby disclaims all liability in connection with, any and all TPAs accessible via the Services.
b. Third Party Applications. You may choose to enable integrations or exchange Customer Data with TPAs. Your use of a TPA is governed by your agreement with the relevant third-party provider, not these Customer Terms. You are responsible for selecting any such TPAs and for choosing the Customer Data to transfer to or from them. Sinmente Group does not warrant or support TPAs, nor is Sinmente Group responsible or liable for the security of Customer Data shared with or from such TPA, or any disclosure, modification, deletion or other processing of Customer Data resulting from access by such TPA or its provider. By using TPAs, you instruct and consent to Sinmente Group disclosing or sharing Customer Data to the TPA as necessary to facilitate the integration with the TPA. You acknowledge and agree that, with respect to any Personal Data shared with a TPA, Sinmente Group is not a sub-processor of that TPA, nor is that TPA a sub-processor of Sinmente Group. If you are an Authorized User, you hereby represent and warrant that you have obtained any necessary permissions from your employer and your access and use of any TPAs will not violate any internal policies of your employer or applicable Entity.
9. FAIR USE; SMS
a. Fair Use. Certain Sinmente Group features, like notifications, may be aggregated and collectively sent from fewer email addresses or phone numbers. This means those features are used concurrently by a number of customers. If a single customer places disproportionately high demands on the Services, it may adversely affect the Sinmente Group experience for other users, and Sinmente Group will have the right to immediately suspend access to the Services upon its reasonable belief that use of the Services may or will adversely affect the use or experience of other users (“Fair Use”). The vast majority of our customers use the Services considerately and their usage levels don't adversely impact service capacity. However, even the activity of a small number of customers who use the Services inappropriately has the potential to significantly impact the service for other customers.
10. AI/MACHINE LEARNING SUPPLEMENTAL TERMS
a. AI Features. Sinmente Group may make available certain features that include artificial intelligence, machine learning, or similar functionality (“AI Features”). These features may include technology developed by Sinmente Group or a third-party provider.
b. Customer Responsibilities. Certain AI Features may provide output based on content you have input into them. You acknowledge and agree that such AI Features may provide output that is inaccurate or false. You are responsible for your use of such output and for ensuring your use complies with any applicable law. You agree to review all output prior to using it.
c. License. You consent to Sinmente Group using your Customer Data to provide you with the Al Features. To the extent your Customer Data contains Personal Information, you instruct Sinmente Group and its third-party providers to process such Personal Information for the purpose of providing the Al Features.
11. CONFIDENTIAL INFORMATION
a. Use and Protection. Recipient will (i) use Confidential Information only to fulfill its obligations and exercise its rights under these Customer Terms; (ii) not disclose Confidential Information to third parties without Discloser’s prior approval, except as permitted in these Customer Terms; and (iii) protect Confidential Information using at least the same precautions Recipient uses for its own similar information and no less than a reasonable standard of care.
b. Permitted Disclosures. Recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 11 and they are bound to confidentiality obligations no less protective than this Section 11.
c. Exclusions. These confidentiality obligations do not apply to information that Recipient can document (i) is or becomes public knowledge through no fault of Recipient, (ii) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from Discloser, (iii) it rightfully received from a third party without confidentiality restrictions or (iv) it independently developed without using or referencing Confidential Information.
d. Required Disclosures. Recipient may disclose Confidential Information of the Discloser to the extent required by Applicable Law, provided that Recipient shall make reasonable efforts to provide Discloser with prior written notice of such compelled disclosure and reasonable assistance (at Discloser’s cost) if the Discloser wishes to obtain protective treatment of the Confidential Information.
12. INTELLECTUAL PROPERTY
a. Sinmente Group.
i. License. Subject to your compliance with these Customer Terms and your applicable Order Form, Sinmente Group grants to you a limited, revocable, non-exclusive, non-transferable (except in compliance with Section 17(c)), non-sublicensable right to access and use the Services and applicable Documentation following the set-up of an account. You have no other rights in the Services and shall not use the Services beyond the scope of the access granted under these Customer Terms.
ii. Feedback. You understand that Sinmente Group may, in connection with the Services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Nothing in our Terms limit our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. You are not required to submit Feedback and Sinmente Group understands that any Feedback you provide is provided “as-is;” and Sinmente Group will not publicly identify you as the source of Feedback without your prior written permission.
iii. Usage Information. Sinmente Group may generate Usage Information based on Customer Data and your use of the Services, including without limitation through our use of monitoring, session replay, and recording tools. As between you and Sinmente Group, all right, title, and interest in Usage Information, and all Intellectual Property Rights therein, belong to and are retained solely by Sinmente Group. For Clarity, Usage Information is at all times in aggregated and de-identified form.
iv. Sinmente Group IP. Your use of the Services does not constitute any right or license for you to use the Sinmente Group service marks or trademarks. The Website is also protected under international copyright laws. The copying, redistribution, use, or publication by you of any portion of the Website is strictly prohibited. Your use of our Services does not grant you ownership rights of any kind in the Sinmente Group IP. Sinmente Group and its licensors reserve and shall own all rights, titles, and interests in and to all Sinmente Group IP, including all Intellectual Property Rights therein.
b. Customer
i. Customer Data. Except for the rights granted to Sinmente Group under these Customer Terms, as between you and Sinmente Group, you retain all rights, titles, and interests in the Customer Data, including all Intellectual Property Rights therein.
ii. License. You grant to Sinmente Group a worldwide, royalty-free, non-exclusive, non-transferable (except in compliance with Section 17(c)), sublicensable license to use, distribute, host, copy, transmit, and display Customer Data as reasonably necessary for Sinmente Group to provide and operate the Services in accordance with these Customer Terms, including related internal purposes such as quality control, information security, prevention and detection of spam, fraud, and abuse, troubleshooting, and product improvement and development, including to train computational models and algorithms and generating outputs and data sets, and related/machine learning purposes provided that Sinmente Group will not use Customer Data for model or algorithm training, generating AI-based outputs and data sets, or related machine learning, without your permission. Subject to the limited licenses granted herein, Sinmente Group acquires no right, title or interest in any Customer Data. You are responsible for the accuracy, quality and legality of Customer Data and the means by which you acquired Customer Data.
c. Reservation of Rights. Neither party grants the other any rights or licenses (by implication, waiver, estoppel or otherwise) not expressly set out in these Customer Terms.
d. TPA: You may have access to TPAs through use of the Services. All ownership and Intellectual Property Rights in and to TPAs and the use of such content is governed by separate third party terms between you and the third-party provider.
13. WARRANTY; DISCLAIMER
a. Mutual. Both you and Sinmente Group represent and warrant that each: (i) have the legal power and authority to enter into these Customer Terms (for you, either on behalf of yourself or your Entity); (ii) shall carry out our obligations under these Customer Terms in material compliance with Applicable Law; and (iii) the performance of these Customer Terms do not violate any other agreement to which we are a party or by which we are otherwise bound.
b. Sinmente Group. Sinmente Group represents and warrants that: (A) the Services will perform materially in accordance with the Documentation; and (B) the Services will be regularly scanned using commercially available scanning program designed to ensure the Services are free of viruses, exploitable security vulnerabilities, malware and other harmful and malicious code (“Harmful Code”) (but we are not responsible for harmful materials submitted by Customer, Authorized Users, or Invitees).
i. Remedy. THIS SECTION 13(b)(i) STATES SINMENTE GROUP’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF WARRANTY UNDER THIS SECTION 13(b). In the event of non-conformance of this Section 13(b), you must promptly provide Sinmente Group with written notice describing the material non-conformance in the Services. Upon such notice, Sinmente Group shall make a reasonable determination, in its sole discretion, as to the degree of the non-conformity and, if material use commercially reasonable efforts to correct such non-conformance. If Sinmente Group cannot, in its sole discretion, correct such non-conformance within thirty (30) days from the date of notification, then you may terminate your subscription by providing written notice to contact@sinmente.com. Should you terminate these Customer Terms under this Section 13(b), subject to Section 13(b)(ii) below, Sinmente Group shall promptly refund you with a pro-rated portion of any prepaid, unused Fees for the terminated portion of the Subscription Term.
ii. Exclusions. Sinmente Group shall have no obligation or liability under this Section 13(b) if the non-conformance is caused by or based on: (A) modifications to the Services not made by Sinmente Group; (B) use of the Services in combination with any products, services, data (including Customer Data), software, hardware or business process not supplied by Sinmente Group, including TPAs; or (C) use of the Services in violation of these Customer Terms.
c. Customer. You represent and warrant, either on behalf of yourself as an individual Customer or on behalf of your Entity that: (A) you own the Customer Data and/or TPAs or otherwise have the right to use, and permit Sinmente Group to use, the Customer Data and/or TPAs as contemplated under these Customer Terms; (B) the use of the Customer Data does not and will not violate the privacy rights, publicity rights, contract rights, Intellectual Property Rights, or any other rights of any third party, or violate Applicable Laws; and (C) the Customer Data does not contain: (x) protected health information or information subject to Health Insurance Portability and Accountability Act (“HIPAA”) compliance or other relevant law or regulation; (y) information subject to Sarbanes-Oxley Act (“SOX”), Gramm-Leach-Bliley Act (“GLBA”) requirements or other relevant law or regulation; or (z) information that falls within the definition of “special categories of data” under data protection laws.
i. Remedy. In the event of a breach, or reasonably anticipated breach, of the foregoing warranties, in addition to any other remedies available at law or in equity, Sinmente Group shall have the right, in its sole discretion, to immediately suspend or terminate your access to the Services if deemed reasonably necessary by Sinmente Group to prevent any liability accruing to it.
d. DISCLAIMER. Except as expressly set out in these Customer Terms, and to the extent not prohibited by Applicable Law, each party disclaims all other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Except as expressly provided in this Section 13, the Services are provided AS-IS and SINMENTE GROUP MAKES NO WARRANTY REGARDING ANY TPA WITH WHICH THE SERVICE MAY INTEROPERATE. THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICES ARE FREE OF PROBLEMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES WILL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
14. NO ADVICE
a. All information contained on the website is for informational purposes only. Sinmente Group does not endorse and is not responsible for the accuracy or reliability of any opinion, advice, or statement made on the site by any Customer. Sinmente Group is not obligated to screen Customer to determine whether they are qualified to provide the Information and to use the Services, nor is Sinmente Group required to inquire into the backgrounds or verify the statements of its Customers. Sinmente Group does not provide any legal, medical, financial, or real estate advice. For specific advice on legal, medical, financial, or real estate matters, you should always seek the advice of a professional who is licensed and knowledgeable in that area, such as an attorney, doctor, accountant, or real estate agent, or broker. Sinmente Group is not a law firm, medical institution, financial institution, or real estate company and is not sponsored by any law firm, medical institution, financial institution, or real estate company. The foregoing disclaimer and limitations on liability shall not limit the more general disclaimers and limitations on liability in Sections 14 and 17. Without limiting the foregoing and for the avoidance of doubt, any opinions, advice, information, data, text, audiovisual materials, photographs, tags, and other materials made accessible through the Services, including any information, data, text, audiovisual materials, photographs, tags and other materials made available expressed or made available by Customers are those of the respective Customers.
15. INDEMNIFICATION
a. Sinmente Group Indemnification. Subject to Section 15, Sinmente Group shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party (“Third-Party Claim”) alleging that the Services infringe or misappropriate such third party’s Intellectual Property Rights, and will indemnify you from any damages, reasonable attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by Sinmente Group in writing of, a Third-Party Claim.
i. Remedy. If Sinmente Group receives information about an infringement or misappropriation Third-Party Claim related to the Services, Sinmente Group may in its sole discretion and at no cost to you: (A) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Sinmente Group’s warranties under Section 13(b); (B) obtain a license for your continued use of that Service in accordance with these Customer Terms; or (C) terminate these Customer Terms or the applicable Order Form for the infringing Service upon thirty (30) days’ written notice and promptly refund you with a pro-rated portion of any prepaid, unused Fees for the terminated portion of the Subscription Term.
ii. Exclusions. Sinmente Group’s obligations under this Section 15 do not apply to the extent a Third-Party Claim arises from or relates to: (A) Customer Data; (B) use of the Services with TPAs; (C) modification or alteration of the Services not made by Sinmente Group; (D) your continued use of the Services after notification by Sinmente Group that the Services or such use may be infringing; (E) your use of the Services in breach of these Customer Terms; or (F) your failure to timely implement any updates, modifications, corrections, bug-fixes, or enhancements to the Services made available by Sinmente Group.
b. Customer Indemnification. You shall defend Sinmente Group against any Third-Party Claim: (i) alleging that the combination of a TPA or configuration provided by you and used with the Services, infringes or misappropriates such third party’s Intellectual Property Rights; or (ii) arising from (A) your use of the Services in an unlawful manner or in violation of these Customer Terms, the Documentation, or Order Form, (B) any Customer Data or your use of Customer Data with the Services, or (C) a TPA provided by you, and will indemnify Sinmente Group from any damages, reasonable attorney fees and costs finally awarded against Sinmente Group as a result of, or for amounts paid by Sinmente Group under a settlement approved by Customer in writing of, a Third-Party Claim.
c. Procedure. The indemnified party will provide to the indemnifying party: (i) prompt notice of the Third-Party Claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay); (ii) the exclusive right to control the Third-Party Claim’s investigation, defense and settlement; and (iii) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a Third-Party Claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Service when Sinmente Group is the indemnifying party). The indemnified party may participate in a Third-Party Claim with its own counsel at its own expense.
d. Exclusive Remedy. This Section 15 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any Third-Party Claim.
16. LIMITATION OF LIABILITY
a. DISCLAIMER. IN NO EVENT WILL SINMENTE GROUP HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE CUSTOMER TERMS OR THE SERVICES FOR: (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, (II) THE DELAY OR INABILITY TO USE THE SUBSCRIPTION SERVICES, APIS OR ANYTHING PROVIDED IN CONNECTION WITH THESE CUSTOMER TERMS, (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR (IV) LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, OR LOST DATA; IN EACH CASE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SINMENTE GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
b. LIMITATION OF LIABILITY. IN NO EVENT WILL SINMENTE GROUP’S TOTAL AGGREGATE LIABILITY, UNDER OR IN CONNECTION WITH THESE CUSTOMER TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE, EXCEED THE GREATER OF (I) THE FEES PAID OR PAYABLE TO SINMENTE GROUP HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION GIVING RISE TO SUCH DAMAGES FIRST AROSE OR (II) $100 USD.
c. Cause of Action. You may not institute an action in any form arising out of or in connection with these Customer Terms more than one (1) year after the cause of action has arisen unless such limitation is explicitly prohibited by Applicable Law.
17. DISPUTE RESOLUTION; CLASS ACTION WAIVER.
THE CLAUSES BELOW AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.
a. General. This Section 17 facilitates the prompt and efficient resolution of any Dispute that may arise between you and Sinmente Group. “Dispute” includes but is not limited to any and all claims, disputes or controversy (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) arising out of or relating to the Customer Terms, including the breach, application, validity, interpretation or scope thereof, including the determination of the scope or applicability of these Customer Terms to arbitration, whether presently in existence or based on acts or omissions in the past or in the future. This Section provides that, except for the “Exceptions” identified below in Section 17(g), all Disputes between you and Sinmente Group, which are unable to be resolved pursuant to the Pre-Arbitration Claim Resolution Section below, will be resolved exclusively and finally by binding arbitration rather than in court in accordance with this Section 17.
b. Pre-Arbitration Claim Resolution. For all Disputes, you must first give us an opportunity to cure or resolve the Dispute which is first done by emailing us at contact@sinmente.com and providing us with the following information: (i) your name, (ii) your address, (iii) a written description of your claim, and (iv) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, then you may pursue your Dispute in arbitration.
c. Arbitration Procedures.
i. Initiation of Proceedings and Rules. If the Dispute is not resolved as provided in Section 17(b) above, either you or Sinmente Group may initiate arbitration proceedings with the Judicial Arbitration and Mediation Service (JAMS). The arbitration shall be conducted in English before a single arbitrator and administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Streamlined Arbitration Rules”) in effect on the date the arbitration is filed, and will be governed by the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (the “JAMS Minimum Consumer Standards”). You may obtain copies of the current JAMS Streamlined Arbitration Rules, forms, and instructions for initiating an arbitration with JAMS by contacting JAMS online at www.jamsadr.com.
ii. Arbitrator and Venue. The arbitrator will be agreed to by the parties; provided, however, if the Parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry in accordance with the JAMS Streamlined Arbitration Rules. The place of arbitration shall be in the country where you reside unless otherwise agreed upon by the Parties.
iii. Federal Arbitration Act and Governing Law. The arbitrator will be empowered to determine the arbitrability of any Dispute between us and, because the Services and these Customer Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) shall govern the arbitrability of all Disputes. However, unless the arbitrator determines it would be more appropriate to apply the substantive law or another U.S. jurisdiction or unless preempted by the FAA, the arbitrator will apply Delaware state law and applicable U.S. federal law (without regarding to conflict or choice of law principles) consistent with the FAA and the applicable statute of limitations or condition precedent to commencing a Dispute.
iv. Remedies, Relief and Cost. This Section 17 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator can award any damages or relief that a court of law could, including individual injunctive relief and reasonable attorneys’ fees when available under the governing law and will be final and binding on you and Sinmente Group, without any right of appeal. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. The arbitrator’s award will address all claims properly brought before the arbitrator and will include the essential findings and conclusions upon which the arbitrator based the award. Judgment upon any such award may be enforced in any court of competent jurisdiction.
d. Class Action Waiver. The arbitration will be commenced as an individual arbitration, and will in no event be commenced as a class arbitration. To be clear, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action). You acknowledge and agree that you are waiving any ability to join or consolidate your Dispute in arbitration with the Dispute of any other person and to bring any Dispute on a class basis, in a representative capacity, on behalf of the general public, or on behalf of any other person.
e. Conflict. Where there is a conflict or inconsistency between the JAMS Streamlined Arbitration Rules and procedures and this arbitration provision, this arbitration provision will govern. If any clause within this “Dispute Resolution and Arbitration” provision (other than the Class Action Waiver clause) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided by a court. This “Dispute Resolution and Arbitration” provision will survive the termination of your account with us or our affiliates and your discontinued use of the Services.
f. Confidentiality. You and Sinmente Group agree that any arbitration proceedings initiated hereunder shall be kept in strict confidence, meaning that you and Sinmente Group agree not to disclose or cause to be disclosed to any third party the Dispute(s) to be arbitrated hereunder, or any of the underlying facts, circumstances, documents, and other materials relating to such Dispute(s), except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law.
g. Exceptions. We each agree not to invoke our right to arbitrate any individual Dispute each of us may bring in small claims court or an equivalent court with jurisdiction, so long as the Claim is pending only in that court. This arbitration provision does not limit or constrain Sinmente Group’s right to interplead funds in the event of claims to funds associated with payments you owe to several parties. To the extent a Dispute cannot legally be arbitrated (as determined by the arbitrator), the Parties will bring the suit, action, or proceeding that cannot be arbitrated according to Section 18(g) below.
18. MISCELLANEOUS
a. Entire Agreement and Order of Precedence. These Customer Terms, together with each Order Form and any applicable supplemental terms contain the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Sinmente Group and you about the Services. In the event of any conflict between these Customer Terms, an Order Form, or any other supplemental terms or attachments hereto, these Customer Terms take precedence unless any applicable supplemental terms explicitly state otherwise. Any definitions found in the Privacy Policy are hereby adopted by reference in these Customer Terms. Acceptance of any order by Sinmente Group is expressly limited to the terms and conditions of these Customer Terms. Any proposed additional or inconsistent terms or conditions, including those in or accompanying any Customer proposal, any Customer purchase order, or other agreement or any other Customer document issued in connection with the sale or delivery of Services is deemed by Sinmente Group to be a material change and is objected to and rejected by Sinmente Group. Sinmente Group's acceptance of any orders will not constitute acceptance of any terms and conditions contained therein.
b. Publicity. You hereby grant Sinmente Group a limited, revocable, non-exclusive, non-sub-licensable, non-transferable (except in compliance with Section 18(c)), royalty-free right and license (the "Trademark License") to use, display and reproduce Customer’s name, logo, trademarks and service marks (the "Trademarks") in Sinmente Group’s marketing and promotional content and materials and on the Website. Each party acknowledges that Customer's Trademarks are and will remain the exclusive property of Customer. Sinmente Group's use of Customer's Trademarks shall be subject to Customer's reasonable usage guidelines provided to Sinmente Group in advance in writing. Customer may revoke the license at any time by contacting contact@sinmente.com.
c. Assignment. Neither Party may assign these Customer Terms without the prior consent of the other Party, except that either Party may assign these Customer Terms, with notice to the other Party, in connection with the assigning Party’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. These Customer Terms will bind and inure to the benefit of each party’s permitted successors and assigns.
d. Force Majeure. Neither Party is liable for a delay or failure to perform under these Customer Terms due to a Force Majeure. “Force Majeure” means an unforeseen event beyond a Party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects. Customer in all cases remains responsible for its underlying payment obligations even if a delay is permitted pursuant to this Section 18(d).
e. Waiver; Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. Except as otherwise set forth in the Dispute resolution provision, if any of these Customer Terms are deemed inconsistent with Applicable Law, then such term(s) will be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights.
f. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 11 or, in the case of Customer, Section 3(b) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
g. Governing Law; Venue. These Customer Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware. Except as otherwise expressly set forth in Section 17, the exclusive jurisdiction for all Disputes that you are not required to arbitrate will be the state and federal courts located in Delaware.
h. Notice. You agree that any notices, agreements, disclosures, or other communications that Sinmente Group sends you electronically will satisfy any legal communication requirements, including that such communications be in writing and will be deemed given upon delivery of email. For Sinmente Group, any legal notices shall be sent to contact@sinmente.com You agree to keep your contact information up to date, and to monitor your email settings to ensure that you receive emails from us at your discretion and as necessary.
i. Messages. By using the Sinmente Group Service, you consent to receive emails from us. These emails may include notices about applicable Fees and charges, transactional information and other information concerning or related to the Services (e.g. which investors received your information). You agree to keep your contact information up to date, and to monitor your email settings to ensure that you receive emails from us at your discretion and as necessary.