1. Acceptance of Terms

By creating an account, clicking “I Agree,” or accessing the Sentiva platform (the “Service”), you (“Customer,” “you,” or “your”) agree to be bound by these Terms of Use (the “Agreement”) with Sentiva LLC (“Sentiva,” “we,” “us,” or “our”).
If you are entering into this Agreement on behalf of a company, you represent that you have the authority to bind that entity. If you do not agree, do not use the Service.

2. Definitions

• “Authorized Users” – employees, contractors, or candidates whom the Customer authorizes to access the Service.

• “Customer Data” – any data uploaded to or generated in the Customer’s Sentiva workspace, including HR records and user-generated content.

• “Documentation” – user guides, API docs, and onboarding material provided by Sentiva.

• “Subscription Plan” – the package (modules, user limits, pricing) selected in an Order Form.
  
  
  

3. Account Creation & Security

The customer must provide accurate registration information and maintain the security of account credentials. Customer is responsible for all activities under its account and for ensuring Authorized Users comply with this Agreement.

4. Subscription Grant

Subject to payment of fees, Sentiva grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Service and Documentation during the Subscription Term, solely for Customer’s internal HR operations.

5. Usage Restrictions

Customer shall not (and shall not allow anyone to):
a. Copy, modify, or create derivative works of the Service;
b. Reverse engineer, decompile, or attempt to discover source code;
c. Bypass or disable security features;
d. Use the Service to infringe laws or third-party rights;
e. Mine data or train competing AI models;
f. Access the Service for benchmarking or competitive analysis without Sentiva’s prior written consent.

6. AI-Native Functionality

The Service uses proprietary AI models to deliver features such as automated candidate ranking, sentiment analysis, and predictive insights.

• Transparency. Key AI outputs are displayed with explanation prompts.

• Human Oversight. The customer is responsible for reviewing AI recommendations before making employment decisions.

• Model Improvement. Sentiva may use de-identified usage data to improve its models (see Privacy Policy).
  
  
  

7. Customer Data & Privacy

7.1 Ownership. Customer retains all rights in Customer Data. Sentiva acts as a processor (or “service provider”) and processes Customer Data only per this Agreement and the Data Processing Addendum (DPA).
7.2 Security. Sentiva employs industry-standard safeguards (see Privacy Policy §7).
7.3 Data Backups. Customer is responsible for exporting copies of Customer Data; Sentiva provides self-service export tools.

8. Fees & Payment

Fees are specified in the Order Form. Unless otherwise stated:

• Charges are invoiced annually in advance.

• Payments are due 30 days from invoice date.

• Late payments accrue interest at 1.5 % per month.
  All fees are exclusive of taxes; the Customer is responsible for VAT/GST or similar.
  
  
  

9. Term & Termination

9.1 Subscription Term. Begins on the Start Date in the Order Form and renews automatically for successive periods equal to the initial term, unless either party gives 30 days’ notice before renewal.
9.2 Termination for Cause. Either party may terminate for a material breach not cured within 30 days of written notice.
9.3 Effect of Termination. Upon termination:

• Sentiva will disable access to the Service.

• The customer may export Customer Data for 30 days.

• Sections 5, 7, 10-14 survive.
  
  
  

10. Intellectual Property

The Service, Documentation, and all related IP are owned by Sentiva or its licensors and protected by law. Except for the Subscription Grant, no rights are transferred.

11. Confidentiality

Each party may disclose “Confidential Information” (business, technical, or HR data). The receiving party must use the same care as for its own confidential info (but no less than reasonable care) and may disclose only to personnel who need to know and are bound by confidentiality.

12. Warranties & Disclaimers

12.1 Service Warranty. Sentiva warrants that the Service will perform materially as described in the Documentation.
12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS.” SENTIVA DISCLAIMS ALL IMPLIED WARRANTIES (MERCHANTABILITY, FITNESS, NON-INFRINGEMENT). Sentiva does not warrant that AI recommendations will be error-free or that the Service will meet all regulatory requirements in every jurisdiction.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Indirect Damages. Neither party is liable for lost profits, lost data, or consequential damages.

• Cap. Each party’s aggregate liability in any 12-month period is limited to the amount paid by the Customer to Sentiva in that period.
  These limits do not apply to indemnities, breach of confidentiality, or the Customer’s unpaid fees.
  
  
  

14. Indemnification

14.1 By Sentiva. Sentiva will defend Customer against third-party claims that the Service infringes IP rights and pay judgments or settlements, provided Customer (i) promptly notifies Sentiva, (ii) grants control of the defense, and (iii) cooperates. Sentiva may modify the Service to avoid infringement or refund unused fees, and terminate the subscription.
14.2 By Customer. Customer will defend Sentiva against claims arising from (a) Customer Data, or (b) use of the Service in violation of law or this Agreement.

15. Government Users

The Service is “commercial computer software.” Government users obtain only the rights expressly set out in this Agreement under FAR 12.212 and DFARS 227.7202-1.

16. Export Compliance

Customer shall comply with export laws and not export or allow access to the Service in embargoed countries or to prohibited parties.

17. Modifications to Terms

Sentiva may update these Terms on 30 days’ notice (email or in-app). Continued use after the effective date constitutes acceptance. Material changes affecting fees during a Subscription Term require mutual agreement.

18. Governing Law & Dispute Resolution

• Governing Law
  These Terms are governed by the laws of the State of Delaware (USA), without regard to its conflict-of-laws principles.

• Venue
  Any action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Newark, Delaware, and each party irrevocably submits to the personal jurisdiction of those courts.

• Alternative Dispute Resolution
  Before filing suit, the parties may, by mutual consent, submit any dispute to mediation or binding arbitration in Newark, Delaware.
  
  
  

19. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, internet disruptions, government actions).

20. Entire Agreement & Order of Precedence

This Agreement (including Order Forms, DPA, and any referenced policies) is the entire agreement and supersedes prior discussions. If conflicts arise: Order Form > DPA > Terms of Use > Documentation.

21. Contact

Sentiva LLC
254 Chapman Rd, Ste 208 

#20742, Newark, Delaware 19702
Email: legal@sentiva.com

Thank you for choosing Sentiva. We look forward to helping you build a truly sentient workplace.