Sendient: Terms & Conditions - United States

Sendient Inc – Terms & Conditions

By accessing and using this website and the online Portal, you shall be deemed to have accepted these terms and conditions in full. If you do not accept these terms and conditions in full you must leave this website and Portal immediately. Nothing on this website is intended to override the corporate separateness of individual entities. Your use of the Portal Application constitutes an acknowledgement that you have read the most recent version of this Agreement and that you agree to adhere to its terms.

These terms of use describe the basis on which Sendient Inc, a Delaware corporation with registered office at 16192 Coastal Highway, Lewes, Delaware 19958, USA (“Sendient”) will grant you access and use of the SmartEducator Customer Portal (or the “Portal,” “Portal System” or “Platform”), and you agree that these Terms are subordinate to any contract with Sendient.

These Terms apply upon your access and use of the Portal System, and you agree to comply with them.
Sendient grants you a non-exclusive, non-transferable, revocable licence to access and use the Portal System on a worldwide basis.

General links to and from other websites and links to third-party websites are provided solely for your convenience. Sendient has not reviewed these third-party websites and does not control and is not responsible for these websites or their content or availability. If you decide to access any of the third-party websites, you do so entirely at your own risk.

Within the Portal you may be directed to parts of the application that are provided by third-party products that Sendient has partnered with to deliver the service. These are clearly shown.

You acknowledge that the licence Sendient grants you may not be shared with anyone other than authorised users nominated by you to use the Portal System and who have been provided with login details and a password by Sendient or your nominated administration user (“Authorised Admin”). You and your Authorised Users (which includes your Authorised Admin) must not assign access to any third party.

You agree:

• that each Authorised User has permission within the Customer’s organisation to access and use the System and the Customer’s information;
• to ensure that each Authorised User does not use the same password for the System as it does for any other site;
• that all provided security mechanisms (such as multi-factor authentication (MFA), password policies and other controls) are implemented for your own protection and that the use of these, including any changes to the defined controls or policies, are your full responsibility;
• to ensure any changes to Authorised Users are administered by the organisation and accept it is your responsibility to ensure these accounts and the security controls around them are implemented in line with your own company’s policies;
• that any changes to the provided default security controls and configuration are your responsibility;
• that all access and use of these accounts including the provision, use and retiring/disabling of accounts/users is your responsibility;
• that all access to projects, findings and deliverables within the system are assigned to your users, and all access is within your full responsibility;
• that any changes to the Authorised Admin is communicated promptly with Sendient;
• that you will not upload any malicious content or anything that may provide a security risk to the platform or other users; and
• not to upload information to the Portal that would cause serious harm to your organisation if it were to be misappropriated.

You own the information that you submit to the Portal and you assume any risk of loss. You agree and will ensure that your information is:

• complete, accurate and kept up to date throughout the duration of the Contract;
• uploaded with the proper permissions in place for all data submitted; and
• subject to the obligations in your contract with Sendient for cybersecurity services if relevant.

You grant to Sendient an irrevocable, unlimited, and royalty-free licence to use your information uploaded onto the System in line with all relevant US federal and state data protection and privacy laws (including FERPA, COPPA, SOPPA, CCPA/CPRA, and other applicable laws) and our Privacy Policy.

Sendient does not warrant that your use of the Platform System, including without limitation, the databases and/or software and your information, will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy your requirements. Sendient shall conduct routine maintenance of the System and during those times, Customer’s access will be interrupted.

We may request the deletion of any information from the System if we reasonably believe you have not complied with any obligations under this Contract or any other Contract you have with Sendient.

Sendient does not provide any warranty or assurance in respect of this website. Materials are not intended to constitute definitive advice in any specific situation. All implied warranties and conditions are excluded to the maximum extent permitted by applicable law. Sendient accepts no responsibility for and excludes all liability, to the extent permitted by applicable law, in connection with the access and use of this website Platform including but not limited to any liability for errors, inaccuracies, omissions or misleading or defamatory statements.

Sendient will keep confidential, your information of a confidential nature that you provide to us and will not use or disclose it except in the following situations (in which case, Sendient shall notify Customer if legally able to and within a commercially reasonable time):

• for the purpose of exercising or performing its obligations under this Contract; and
• to the extent required by law, any governmental, regulatory or accreditation authority, or court in any jurisdiction.

Sendient will at all times remain the owner or licensee (if provided under licence by a relevant third party) of all intellectual property rights in the System, reports and other services provided by Sendient in relation to these Terms. You acknowledge that these Terms do not confer any ownership rights whatsoever in the System.

You are permitted to print and download extracts from this website for your own non-commercial use on the following basis:

• no documents or related graphics on this website are modified in any way;
• no graphics on this website are used separately from accompanying text; and
• Sendient’s copyright and trademark notices and this permission notice appear in all copies.

Unless otherwise stated, the copyright and other intellectual property rights in all material on this website (including without limitation photographs and graphical images) are owned by Sendient. Any use of extracts from this website other than in accordance with the above paragraph is prohibited. © Sendient Inc.

Upon termination of any Sendient contract for testing or any other cybersecurity services, your licence and right to access to the Portal System shall cease at the effective termination date. The Customer shall use reasonable endeavours to deactivate all Authorised Users prior to termination.

Without prejudice to any of your rights under these Terms, we may suspend or terminate your access to the Portal System without notice at any time or if you are in breach of these Terms and such breach remains unremedied after 30 days from the date of notification of such breach by Sendient or the breach is incapable of remedy.

Both you and Sendient will at all times comply with all applicable requirements of US federal and state data protection and privacy legislation, including FERPA, COPPA, SOPPA, CCPA/CPRA, New York Education Law §2-d, Texas and Florida student privacy laws, and any other applicable state-level obligations relating to data protection, privacy and security. Please see Sendient’s Privacy Notice for more information. Data retention is provided as a control within the application, and it is your responsibility to ensure that this is defined within a time period that is acceptable to you and your organisation. Once this data retention time is met Sendient will ensure that personal data is securely deleted.

Intellectual Property rights. You hereby acknowledge that the proprietary technology and software owned or licensed by Sendient or its licensors and used by Sendient and its affiliates in the operation of the Application, and any derivative works, error corrections, modifications, enhancements, upgrades, new releases, and new versions (collectively, the “proprietary technology”), are and shall continue to be solely owned by Sendient or its licensors, as applicable. This Agreement grants You the limited right to use the proprietary technology for the express purposes set forth herein, and this use will not result in the transfer of any ownership or other right, title or interest in or to any of the proprietary technology from Sendient or its licensors to You or any other party.

You acknowledge that Sendient may collect, use and disclose qualitative and quantitative data derived from Your use of the Application for analysis including but not limited to industry analysis, analytics, and other business purposes. Sendient and its affiliates will use such qualitative and quantitative data and Information only as part of aggregated and anonymized transaction information. Sendient will not publish information on specific transactions, except as set out in Sendient’s Privacy Statement.

You agree to indemnify Sendient and its affiliates for and from any loss or damages, including reasonable attorneys’ fees, arising from, or relating to: (a) Your use of the Application, including any alleged or actual violation of any law directly or indirectly arising from such use; (b) any breach or alleged breach by You of the terms of this Agreement; and (c) the misuse or misappropriation of Information supplied to You.

You acknowledge that Your use of the Application is entirely at Your own risk. To the fullest extent permitted by applicable law, Sendient disclaims all warranties, express or implied, including without limitation the warranties of title, merchantability, fitness for a particular purpose or non-infringement. Without limiting the foregoing, You acknowledge and agree that (i) Sendient does not warrant that the Application shall be error-free or operate without interruption, and the Application is provided “as is” and without warranty of any kind; (ii) Sendient does not and cannot control the flow of data and information through the internet, and such flow depends on the performance of third parties whose actions or inactions may produce situations in which connections to the internet (or portions thereof) are impaired or disrupted and for which Sendient is not liable; (iii) Sendient does not provide any warranty with respect to the goods or services bought or sold via the Application; and (iv) Sendient does not warrant that the information provided via the Application, whether concerning the goods or services or the Information or any other subject, is complete or accurate, including the User’s ability to deliver or provide the goods or services being sold and to pay for the goods or services being bought.

In no event shall Sendient or any of its affiliates be liable to you for any special, consequential, incidental, direct, indirect, punitive or exemplary damages, or lost profits or for the cost of procurement of substitute goods or services, however caused, as a result of your use of or reliance on the Application including any information or services provided thereby, whether for breach of warranty, contract, tort, or any other legal theory, strict liability or otherwise, even if the party has been advised of the possibility of such damages.

Notwithstanding anything to the contrary herein, Sendient shall not have any liability to you arising out of or related in any way to this Agreement and use of the Application Portal (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise). These limits of liability in these Terms do not affect your rights under any other contract that you may have with us.

Choice of Law and Jurisdiction. The state and federal courts in New York County, New York shall have exclusive jurisdiction over any claim arising from or related to a visit to this website and Portal. New York law shall apply to these terms and conditions.