The Sente website located at www.sentelabs.com (the “Website”) is a copyrighted work belonging to Sente, Inc. (“Sente”).
1.1 Account Creation
In order to use certain features of the Website (e.g., purchasing Products from the Website), you may be asked to register for an account with Sente (“Sente Account”) and/or provide certain information about yourself as prompted by the Website registration form. You represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Website does not violate any applicable law or regulation or the terms of this Agreement. You may delete your Sente Account at any time, for any reason, by following the instructions on the Website. Sente may suspend or terminate your Sente Account in accordance with this Agreement.
1.2 Account Responsibilities
2. Terms of Sale
2.1 Products and Pricing
The products listed on the Website (“Products”), including related information and pricing, are each subject to change. Sente reserves the right, at any time, to modify, suspend, or discontinue the sale of any Product with or without notice. You agree that Sente will not be liable to you or to any third party for any modification, suspension, or discontinuance of any Product. In the event a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or Product information received from our suppliers, we shall have the right, prior to the acceptance of your order (as described below), to decline or cancel any such orders, whether or not the order has been confirmed and/or your credit card charged. If your credit card has already been charged for the order and we cancel your order, we shall immediately issue a credit to your credit card account in the amount of the charge.
2.2 Payment Terms
For each Product you order on the Website, you agree to pay the price applicable for the Product as of the time your submitted your order (“Product Price”), the delivery fees for the delivery service you select (“Delivery Fees”), and any applicable Taxes (defined below). Sente will automatically bill your credit card submitted as part of the order process for such amounts and you hereby authorize us to do so. You will be solely responsible for payment of all taxes (other than taxes based on Sente’s income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the Product purchase (“Taxes”) not withheld by Sente. All payments are non-refundable (except as expressly set forth in Section 2.1 and 2.3). Without limiting other remedies, we reserve the right to charge a late fee on all past due payments equivalent to the lesser of one and a half percent (1.5%) per month on the unpaid balance or the highest rate allowed by law. You agree to pay for all collection costs, attorneys’ fees, and court costs incurred in the collection of past due amounts.
Your receipt of an order confirmation from us does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline or cancel your order (in whole or in part) for any reason. We may require additional verifications or information before accepting any order. Your order is not accepted until we send you shipping information for the order (or the accepted portion thereof). Notwithstanding the foregoing, you agree that, if we cancel all or a part of your order, your sole and exclusive remedy is either that (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion (if your credit card has already been charged for the order) or (b) we will not charge your credit card for the cancelled portion of the order.
2.4 Shipping Policy
Products will be shipped in accordance with the shipping method specified when placing the order. Any delivery dates provided by Sente are estimates. Sente reserves the right to make deliveries in installments. Sente will send you an email when your order has shipped and you may review your order and shipping information on your Sente Account. Currently, we ship within the United States only.
2.5 All Sales Final
(a) No Returns. Except as set forth in subsection (c) below, we do not accept Product returns.
(b) No Exchanges. We do not accept any Product exchanges.
(c) Damaged Products. If the Product arrives damaged or not substantially as described on the Product information page (“Damaged Product”), Sente will accept returns for a full refund only in accordance with the Return Procedures below. Provided that Sente confirms that your Product was a Damaged Product and was returned in accordance with the Return Procedures below, your sole and exclusive remedy is that (a) we will issue a refund to your credit card in the amount charged for the Damaged Product (if your credit card has already been charged for the Product) or (b) we will not charge your credit card for the Damaged Product. The refunded amount will include the applicable Delivery Fee.
(d) Return Procedures. The following sets forth the required “Return Procedures”: All returns must be made within 14 days after the Product shipment date. All returned Products must be unaltered and substantially unused and returned in accordance with the instructions received from contacting customer service at 858.551.8314. You are solely responsible for the cost of shipping the returned Product. All Products not returned in accordance with the Return Procedures shall be sent back to you and no credit or refund will be issued.
Subject to the terms of this Agreement, Sente grants you a non-transferable, non-exclusive, license to use the Website for your personal, noncommercial use.
3.2 Certain Restrictions
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (c) you shall not access the Website in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Website shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Website content must be retained on any copies.
Sente reserves the right, at any time, to modify, suspend, or discontinue the Website or any part thereof with or without notice. You agree that Sente will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any part thereof.
You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Website (excluding any User Content (defined below)) are owned by Sente or Sente’s licensors. The provision of the Website does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Sente and its suppliers reserve all rights not granted in this Agreement.
4. User Content
4.1 User Content
By using your User Content with the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Sente an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Website. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Sente will treat any feedback or suggestions you provide to Sente as non-confidential and non-proprietary. Thus, in the absence of a written agreement with Sente to the contrary, you agree that you will not submit to Sente any information or ideas that you consider to be confidential or proprietary.
5. Acceptable Use Policy
The following sets forth Sente’s “Acceptable Use Policy”:
5.1 You agree not to use the Website to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
5.2 In addition, you agree not to use the Website to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Website or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Website, other computer systems or networks connected to or used together with the Website, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Website.
5.3 We reserve the right (but have no obligation under this Agreement) to review any User Content, investigate, and/or take appropriate action against you, in our sole discretion, if you violate the Acceptable Use Policy or any other provision of this Agreement, including removing or modifying your User Content, terminating your Sente Account in accordance with Section 10, and/or reporting you to law enforcement authorities. We may also remove or modify your User Content if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information consider necessary or appropriate, including your Sente Account username and password, IP address and traffic information, usage history, and your User Content.
6. Third Party Sites and Other Users
6.1 Third Party Sites
The Website might contain links to, or advertisements for, third party websites (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of Sente and Sente is not responsible for any Third Party Sites. Sente provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. When you link to a Third Party Site, the applicable service provider’s terms and policies, including privacy and data gathering practices govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
6.2 Other Users
Each Website user is solely responsible for any and all its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Website users are solely between you and such user. You agree that Sente will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Website user, we are under no obligation to become involved.
You hereby release us, our officers, employees, consultants, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website users or Third Party Sites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
ALL INFORMATION CONTAINED ON THE WEBSITE (“SITE CONTENT”), INCLUDING INFORMATION ON SKIN CONDITIONS, PRODUCTS AND TREATMENT, IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT PROVIDED AS MEDICAL ADVICE AND SHOULD NOT BE CONSTRUED AS MAKING ANY RECOMMENDATIONS. IT SHOULD NOT BE RELIED UPON BY ANYONE AS THE SOLE BASIS FOR ANY DECISION OR ACTION, INCLUDING PHYSICIANS MAKING MEDICAL DECISIONS. SENTE DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES OR MISSTATEMENTS IN THE SITE CONTENT. SITE CONTENT IS NOT INTENDED AS A SUBSTITUTE FOR THE ADVICE PROVIDED BY A HEALTHCARE PROFESSIONAL. YOU SHOULD NOT USE SITE CONTENT FOR THE DIAGNOSIS OR TREATMENT OF A HEALTH PROBLEM, DISEASE OR CONDITION. YOU SHOULD ALWAYS CONSULT YOUR HEALTHCARE PROVIDER BEFORE MAKING ANY HEALTH RELATED CHANGES. IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT, SENTE DISCLAIMS ANY LIABILITY OR LOSS IN CONNECTION WITH THE SITE CONTENT.
THE WEBSITE AND PRODUCTS (EXCEPT AS SET FORTH IN SECTION 2.5) ARE PROVIDED “AS-IS” AND AS AVAILABLE AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE WEBSITE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE MAKE NO WARRANTY REGARDING THE THIRD PARTY SITES.
8. Limitation on Liability
IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, PRODUCTS, OR THIRD PARTY SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE, PRODUCTS AND THIRD PARTY SITES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID SENTE IN THE PRIOR 12 MONTHS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
You agree to indemnify and hold Sente, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, consultants, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Website or Products, (ii) your User Content, or (iii) your violation of this Agreement. Sente reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Sente. Sente will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Website. We may (a) suspend your rights to use the Website (including your Sente Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Website in violation of this Agreement or if we believe you are younger than 18. Upon termination of this Agreement, your Sente Account and right to access and use the Website will terminate immediately. You understand that any termination of your Sente Account involves deletion of your User Content associated therewith from our live databases. Sente will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Sente Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2, 3.2 – 3.4 and 4 –12.
11. Copyright Policy
Sente respects the intellectual property of others and asks that users of our services do the same. In connection with our services, it is our policy to remove infringing materials and for the termination, in appropriate circumstances, of users of our online services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, please contact us and provide the following information:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorneys’ fees incurred by us in connection with the written notification and allegation of copyright infringement.
12.1 Changes to Terms of Service
This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Website. Any material changes to this agreement will be effective upon the earlier of 30 calendar days following our dispatch of an e-mail notice to you (if applicable) or 30 calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
12.2 Governing Law
This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.
12.3 Dispute Resolution
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and Sente arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Website.
(b) YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND SENTE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND SENTE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
(c) The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Sente must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in the county of San Diego, California. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in the county of San Diego, California. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in the county of San Diego, California.
12.4 Entire Agreement
12.5 Copyright/Trademark Information
Copyright © 2012, Sente, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Website are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.