Last Updated: August 3, 2025

Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Sentien's services, including our website, software, and any related applications (collectively, the “Services”). This document constitutes a legally binding agreement between you and Sentien. By using our Services, you are agreeing to these Terms.

1. Acceptance of Terms

Welcome to Sentien.

1.1 Agreement to Terms: By accessing or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree with these terms, you may not use the Services.

1.2 Privacy Policy: Our Privacy Policy, which explains how we collect and use your personal information, is an integral part of these Terms. While not part of this document, we encourage you to read it carefully.

1.3 Business Use: If you are using our Services on behalf of a business or other entity, you represent that you have the authority to bind that entity to these Terms. In such a case, “you” and “your” will refer to that entity.

2. Access to and Use of the Services

To ensure a secure and reliable experience for all our users, we have established the following rules for accessing and using our Services.

2.1 Age Requirement: Our Services are not directed to, or intended for, people under 18 years of age. We do not knowingly collect Personal Data from those under 18.

2.2 Account Registration: You are required to provide accurate and complete information when creating your account. You are responsible for all activities that occur under your account and must not share your credentials with anyone else.

2.3 Lawful Use: You agree to use the Services in compliance with all applicable local, state, national, and international laws and regulations.

2.4 Prohibited Activities: You may not use the Services for any illegal, harmful, or abusive activities. This includes, but is not limited to:

• (a) Infringing on the intellectual property rights of others.
• (b) Reverse-engineering, decompiling, or attempting to discover the source code of our Services.
• (c) Resell, lease, or distribute the Services without our express written permission.
• (d) Using automated means to extract data from the Services.
• (e) Misrepresenting AI-generated output as being created by a human.
• (f) Interfering with the normal operation of the Services.
• (g) To sell or promote services such as pornography or selling of tobacco or other drugs.

2.5 Third-Party Services: Our Services may integrate with or provide links to third-party services. We are not responsible for the content or practices of these third-party services, and your use of them is subject to their own terms and policies. Review our Privacy Policy for further details.

3. Accounts

3.1 Creation. In order to access certain features of the Sentien Platform, you may be required to register an account on the Sentien Platform (an “Account”), or have a valid account on a third-party service through which you can connect to the Sentien Platform, as permitted by the Sentien Platform (each such account, a “Third-Party Account”).

3.2 Access Through a Third-Party Service. The Sentien Platform may allow you to link your Account with a Third-Party Account by allowing Sentien to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent you are entitled to disclose your Third-Party Account login information to Sentien and grant Sentien access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Sentien to pay any fees or making Sentien subject to any usage limitations imposed by such third-party service providers. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND Sentien DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

3.3 Registration Data. In registering an account on the Sentien Platform, you shall: (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

3.4 Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Sentien. Furthermore, you are responsible for all activities that occur under your Account.

4. User Content, Responsibilities, and Licensing

The following outlines the ownership and rights associated with the content generated and used within our Services.

Definitions

• “Customer Content” means all data, video, audio, text, prompts, images, and other content or materials submitted to the Sentien Platform by you or on your behalf, including through a user interface or the Sentien APIs. Customer Content includes content originating from your End Users or third parties, such as voice data, facial movements, or behavioral inputs, submitted or transmitted to Sentien for use in connection with the Sentien Platform
• “Seed Files” means the subset of Customer Content consisting of video, audio, or other materials submitted by you or on your behalf to create an Avatar through the Sentien Platform.
• “Media Files” means any audiovisual output generated by the Sentien Platform, including content created using Avatars or by modifying Customer Content. Media Files include, without limitation, outputs generated throughout various Sentien features.
• “Interactive Media Files” means any audiovisual output generated by the Sentien Platform in real time in response to live inputs, including outputs generated through Sentien features, Avatars.

4.1 Customer Responsibility for Customer Content. You are solely responsible for the accuracy, quality, and legality of all Customer Content, including any Seed Files submitted by you or on your behalf, as well as all Customer Avatars, Media Files, and Interactive Media Files generated through your use of the Sentien Platform. You represent and warrant that you have obtained, or will obtain, all rights, licenses, consents, and permissions necessary (including from your End Users, as applicable) to submit Customer Content to the Sentien Platform and to permit Sentien to generate Customer Avatars, Media Files, and Interactive Media Files from that content.

You are solely responsible for ensuring that all notices are given and all rights and authorizations are obtained under applicable laws (including, without limitation, data privacy, data protection, or biometrics laws) for Sentien to collect, use, process, store, and disclose Customer Content and any outputs generated from it. This includes, as applicable: (i) explicit consents required for the processing of biometric data; (ii) all notices, consents, and written releases from individuals whose likeness, voice, or biometric identifiers are included in Customer Content; and (iii) all consents required to process personal information under applicable data privacy laws.

As a condition of using the interview simulation features, you must provide explicit consent for the collection and processing of your audio and video data within the platform before you begin a recording. You warrant that you have the authority to provide this consent.

4.2 Your Content: You may provide input to the Services (“Input”) and receive output from the Services (“Output”). Collectively, this is referred to as “Content.” You are responsible for your Content and must ensure it does not violate any laws or these Terms.

4.3 Our Use of Content: We may use your Content to provide, maintain, and improve our Services.

4.4 Customer Responsibility for Use of Generated Files. You are solely responsible for all uses of Media Files and Interactive Media Files generated through your use of the Sentien Platform, including any consequences of their creation, use, sharing, display, or distribution. You acknowledge that Sentien does not control or review any Customer Content, Media Files, or Interactive Media Files, and disclaims all liability arising from such content or its use. Without limiting the foregoing, you are solely responsible for ensuring that no Media File or Interactive Media File (a) impersonates any individual without their consent; (b) misrepresents affiliation, sponsorship, or authorship; (c) violates any third party's rights of publicity, privacy, or reputation; or (d) causes harm, offense, or confusion.

4.5 Ownership of Customer Content and Outputs. As between you and Sentien, you (or your End Users, as applicable) own all right, title, and interest in and to all Customer Content, including any Seed Files submitted by you, your Authorized Users, or your End Users, as well as any Media Files or Interactive Media Files generated through your use of the Sentien Platform, and all associated Intellectual Property Rights. Sentien does not claim ownership of any Customer Content or of any Media Files or Interactive Media Files created on your behalf. Except as expressly provided in this Agreement, all rights in and to the Customer Content, Seed Files, Media Files, and Interactive Media Files are reserved by you or your End Users, as applicable. For clarity, content generated using Seed Files and managed solely within the Sentien Platform is not available for download, transfer, or independent use outside the Sentien Platform. Sentien and its affiliates own all rights, title, and interest in and to the Services. You may not use our name or logo without our express written permission.

4.6 License to Sentien. You hereby grant Sentien a non-exclusive, worldwide, royalty-free, and fully paid license, for as long as your Content is stored on our systems, to use, host, store, reproduce, modify, create derivative works, and distribute your Customer Content for the sole purposes of operating, providing, developing, and improving the Services.

This includes: a) Customer Content (including any Seed Files) to generate Media Files and Interactive Media Files, as requested by you or your Authorized Users; and (b) Customer Content, Media Files, and Interactive Media Files to provide you with the functionality of, and to maintain and improve, Sentien' products and services, including the Sentien Platform. You also grant Sentien a license to use any trademarks, service marks, or logos included in Customer Content as necessary to fulfill your requests or deliver the functionality of the Sentien Platform, including in generating Media Files or Interactive Media Files. Sentien may collect and use aggregated and/or de-identified usage data regarding your (and your End Users') use of the Sentien Platform to: (i) improve the Sentien Platform and Sentien's related products and services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Sentien Platform, provided that no customer-identifiable statistics will be disclosed to third parties without your consent.

4.7 Customer Warranties and Platform Use Restrictions. You represent and warrant that any Customer Content provided to Sentien through the Sentien Platform will not (a) be deceptive, defamatory, obscene, pornographic or unlawful; (b) intentionally contain any viruses, worms or other malicious computer programming codes intended to damage Sentien' systems or data; or (c) otherwise violate the rights of a third party, including without limitation any privacy or publicity rights. Additional responsibilities related to the use of generated content are set forth in Section 4.8.

4.8. You agree that any use of the Sentien Platform contrary to or in violation of your representations and warranties in this Section 4.7 constitutes unauthorized and improper use of the Sentien Platform. Any breach of this Section 4.7 gives Sentien the right to suspend your access to the Sentien Platform and terminate this Agreement immediately.

4.9 Accuracy Disclaimer: The field of artificial intelligence is constantly evolving. As such, the Output from our Services may not always be accurate or complete. You should not rely on the Output as a single source of truth and should independently verify any information before making important decisions based on it.

4.10 Customer Responsibility for Data and Security. You may have access to the Customer Content and Media Files on the Sentien Platform. If so, you will be responsible for any and all changes or deletions to such content made by you or your Authorized Users, or by Sentien at your or your Authorized Users' request. You are responsible for the security of all Sentien API keys and other Access Protocols required to access the Sentien Platform. You may have the ability to download Media Files from the Sentien Platform, and are encouraged to make your backups. Sentien is not obligated to back up any Customer Content, Media Files, or Interactive Media Files. You are solely responsible for creating backup copies of any Customer Content or Media Files you want to preserve, at your sole cost and expense.

4.11 Feedback: We welcome your feedback and suggestions for improving our Services. If you provide any form of feedback (written, oral, etc.), you agree that we may use it without any obligation to compensate you. Your feedback, and any improvements or modifications resulting from your feedback, will be our exclusive property.

5. Payment and Subscriptions

• Billing: For any paid Services, you agree to provide accurate billing information. We will automatically charge your payment method for recurring subscriptions until you cancel.
• Cancellation: You may cancel your paid subscription at any time. All payments are non-refundable, except where required by law.
• Price Changes: We reserve the right to change our prices. If we increase subscription fees, we will provide you with at least 30 days' notice.

6. Term and Termination

6.1 Term: The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Sentien Platform, unless terminated earlier in accordance with this Agreement.

6.2 Your Right to Terminate: You may stop using our Services at any time.

6.3 Our Right to Terminate: We reserve the right to suspend or terminate your access to the Services if you breach these Terms, if we are required to do so by law, or if your use of the Services poses a risk to us or our other users.

Sentien has the right to, immediately and without notice, suspend or terminate any service provided to you. Sentien reserves the right to terminate this Agreement and your access to the Sentien Platform at any time without cause upon notice to you. You agree that all terminations for cause are made in Sentien's sole discretion and that Sentien shall not be liable to you or any third party for any termination of your Account.

If this Agreement is terminated for cause by Sentien or if your Account or ability to access the Sentien Platform is discontinued by Sentien due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Sentien Platform through use of a different member name or otherwise.

6.4 Effect of Termination: Upon termination, your right to use the Services will immediately cease, and we may delete the Customer Content associated therewith from our live databases. To request deletion of Customer Content and other data associated with your Account, you must contact us at contact@sentien.io. If we terminate your Account for cause, we may also bar your further use or access to the Sentien Platform. Sentien will not have any liability whatsoever to you for any suspension or termination, including for deletion of Customer Content. All provisions of this Agreement which by their nature should survive will survive termination of your access to the Sentien Platform, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

Your subscriptions or account may be temporarily paused or cancelled, pending the cause of termination. The Service Subscription Fee for the Sentien Platform is non-refundable.

7. Disclaimer of Warranties and Limitation of Liability

7.1 “AS IS” Service: YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SENTIEN PLATFORM IS AT YOUR SOLE RISK, AND THE SENTIEN PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE SENTIEN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SENTIEN PLATFORM.

• (a) THE SENTIEN PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SENTIEN PLATFORM WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SENTIEN PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SENTIEN PLATFORM WILL BE ACCURATE OR RELIABLE.
• (b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SENTIEN PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SENTIEN PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
• (c) FROM TIME TO TIME, SENTIEN MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SENTIENS' SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

7.2 Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, SENTIEN AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, IN NO EVENT WILL THE SENTIEN PARTIES BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A SENTIEN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVED INEFFECTIVE. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A SENTIEN PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SENTIEN PARTY'S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A SENTIEN PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

8. Indemnification

You will defend at your own expense any suit brought against Sentien, Sentien' affiliates, and its and their respective officers, directors, employees, and agents (each, a “Sentien Party” and collectively, the “Sentien Parties”), from any third party claim, suit or proceeding brought against any of the Sentien Parties arising or related to: (a) any use of the Sentien Platform by you, your Authorized Users, or your End Users that is not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Sentien Platform in combination with other products, equipment, software, or data not supplied by Sentien; (c) any allegation that Customer Content (including Seed Files) provided by you, your Authorized Users, or your End Users infringes, misappropriates, or otherwise violates a third party's intellectual property rights, publicity rights, privacy rights, or other proprietary rights; (d) any breach of your obligations under Section 6.1; (e) any allegation that a Media File or Interactive Media File created pursuant to your or your Authorized Users' or End Users' instructions violates, infringes or otherwise violates a third party's rights; or (f) any violation of any applicable laws, rules or regulations by you, your Authorized Users, or your End Users (collectively, “Claims”), and shall pay those amounts (including damages, interest, costs, and attorneys' fees) finally awarded by a court of competent jurisdiction against the Sentien Parties or payable pursuant to a settlement agreed to by the you with respect to such Claim. Sentien reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sentien in asserting any available defenses. This provision does not require you to indemnify any of the Sentien Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Sentien Platform provided hereunder. You agree that the provisions in this Section will survive any termination of your Account, this Agreement, and/or your access to the Sentien Platform.

9. Dispute Resolution

9.1 Governing Law: These Terms shall be governed by the laws of the State of New York, without regard to its conflict of law principles.

9.2 Informal Resolution: We encourage you to contact us to resolve any issues before resorting to formal legal action.

9.3 Arbitration: You and Sentien agree to resolve any disputes through final and binding arbitration, rather than in court. Any arbitration proceedings will be conducted in Monroe County, New York.

9.4 Class Action Waiver: All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding

9.5 ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Sentien and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

9.6 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Sentien agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Sentien Platform, any communications you receive, any products sold or distributed through the Sentien Platform or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Sentien may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Sentien may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

9.7 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Sentien. If that occurs, Sentien is committed to working with you to reach a reasonable resolution. You and Sentien agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Sentien therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Sentien that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to contact@SENTIEN.io. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address, and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

9.8 Waiver of Jury Trial. YOU AND SENTIEN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Sentien are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

9.9 Waiver of Class and Other Non-Individualized Relief. YOU AND SENTIEN AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 9.14 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 9.14 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Sentien agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Sentien from participating in a class-wide settlement of claims.

9.10 Rules and Forum. This Agreement evidences a transaction involving interstate commerce, and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Sentien agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party that wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Sentien otherwise agree, or the Batch Arbitration process discussed in Section 9.14 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Sentien agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

9.11 Arbitrator. The arbitrator will be either be a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 9.14 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

9.12 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 12.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 12.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 12.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 9.14 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 9.14 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

9.13 Attorneys' Fees and Costs. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Sentien need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

9.14 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Sentien agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Sentien by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Sentien.

You and Sentien agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

9.15 Invalidity, Expiration. Except as provided in Section 12.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Sentien as detailed in this Arbitration Agreement, must be initiated via arbitration within the applicable statute of limitations for that claim or controversy, or it will be forever time-barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

9.16 Modification. Your continued use of the Sentien Platform, including the acceptance of products and services offered on the Sentien Platform following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes.

9.17 PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Sentien's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Sentien by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Sentien Platform in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Sentien Platform of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf. Contact information for Sentien's designated agent for notice of claims of infringement is as follows:

Sentien IO Inc
2261 Market Street
STE 86391
Rochester, NY 14602

10. Confidentiality

10.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Sentien Platform, Documentation, and all enhancements and improvements thereto will be considered Sentien's Confidential Information.

10.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information, as applicable, to Authorized Users or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in at least the same manner that it protects its proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

10.3 Exceptions. The confidentiality obligations set forth in Section 10.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.