Term of Service
Effective as of March 30, 2020
THE MARKETPLACE FEATURES OF THE SITE ARE INTENDED FOR INDIVIDUAL USE. IF YOU ARE A CORPORATE USER OR USING THE SITE ON BEHALF OF A COMPANY, YOU ARE NOT PERMITTED TO CREATE AN ACCOUNT ON THE SITE OR USE THE SITE TO PURCHASE PRODUCTS. PLEASE CONTACT US AT https://sentelabs.com/how-to-purchase-for-professionals/ IF YOU WOULD LIKE TO BECOME A RESELLER. SENTÉ HAS THE RIGHT TO TERMINATE YOUR ACCESS TO THE SITE IF SENTÉ DETERMINES THAT YOU ARE ACTING AS A RESELLER.
PLEASE BE AWARE THAT SECTION 15 OF THE TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THE TERMS.
Your use of, and participation in, certain services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental services. If the Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such service. The Terms and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT The Terms IS subject to change by SENTÉ in its sole discretion at any time. When changes are made, SENTÉ will make a new copy of the Terms available at the Site and any new Supplemental Terms will be made available from within, or through, the affected Site on the Site. We will also update the “Last Updated” date at the top of the Terms. Any changes to the Terms will be effective immediately for Users of the Site. SENTÉ may require you to provide consent to the updated Agreement in a specified manner before further use of the Site is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site. Otherwise, your continued use of the Site constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
- Use of the Site
The Site, which includes the information, products, content and resources available on the Site are protected by intellectual property laws throughout the world. Unless otherwise specified by SENTÉ in a separate license, your right to use any the Site is subject to the Terms.
- Certain Restrictions
. You agree that: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site or any portion of the Site, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other intellectual property (including images, text, page layout or form) of SENTÉ; (c) you shall not use any metatags or other “hidden text” using SENTÉ’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Site in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on the Site. Any future release, update or other addition to the Site shall be subject to the Terms. SENTÉ, its suppliers and service providers reserve all rights not explicitly granted in the Terms. Any unauthorized use of the Site terminates the licenses granted by SENTÉ pursuant to the Terms.
- Third-Party Materials
. As a part of the Site, you may have access to materials that are hosted by another party. You agree that it is impossible for SENTÉ to monitor such materials and that you access these materials at your own risk.
Responsibility for Content
- Types of Content
. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that you, and not SENTÉ, are entirely responsible for all content that you upload, post, e-mail, transmit or otherwise make available through the Site (“User Content”), and that you and other Users, and not SENTÉ, are similarly responsible for all User Content that you and they make available through the Site.
- No Obligation to Pre-Screen User Content
. You acknowledge that SENTÉ has no obligation to pre-screen User Content, although SENTÉ reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By accessing the Site, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of User Content, including any review or Feedback (as defined below) provided to SENTÉ. In the event that SENTÉ pre-screens, refuses or removes any User Content, you acknowledge that SENTÉ will do so for SENTÉ’s benefit, not yours. Without limiting the foregoing, SENTÉ shall have the right to remove any User Content that violates the Terms or is otherwise objectionable.
. Unless expressly agreed to by SENTÉ in writing elsewhere, SENTÉ has no obligation to store any User Content. SENTÉ has no responsibility or liability for the deletion or accuracy of any User Content, including any User Content provided by you; the failure to store, transmit or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Site.
- SENTÉ Ownership
. You agree that SENTÉ and its suppliers own all rights, title and interest in the Site, including the information, products, content and resources available on the Site (including but not limited to, titles, computer code, concepts, artwork, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, or other proprietary rights notices incorporated in the Site.
. SENTÉ’s stylized name and all related graphics, logos, trademarks and trade names used in connection with the Site are the trademarks of SENTÉ and may not be used without permission in connection with your or any third-party products or service. Other trademarks, logos and trade names that may appear on the Site are the property of their respective owners.
. You agree that submission of any ideas, suggestions, reviews, documents, and/or proposals to SENTÉ by SENTÉ’s request or through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that SENTÉ has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SENTÉ a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site and/or SENTÉ’s business.
- Registration Data
In order to access certain features of the Site and/or make purchases on the Site, you must register to create an account on the Site (“Account”). In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Site under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Site by minors. You may not share your Account or password with anyone, and you agree to (A) notify SENTÉ immediately of any unauthorized use of your password or any other breach of security; and (B) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or SENTÉ has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, SENTÉ has the right to suspend or terminate your Account and refuse any and all current or future use of the Site (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account. SENTÉ reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Site if you have been previously removed by SENTÉ, or if you have been previously banned from any of use of the Site.
- Your Account
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall 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 shall forever be owned by and inure to the benefit of SENTÉ.
- Cheating and Hacking
. You agree that you will not, under any circumstances:
- Interfere with or damage the Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-site attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
- Modify or cause to be modified any files that are a part of the Site;
- Disrupt, overburden, or aid or assist in the disruption or overburdening of: (i) any computer or server used to offer or support the Site; or (ii) the enjoyment of the Site by any other person;
- Institute, assist, or become involved in any type of attack on the Site or other attacks or attempts to disrupt the Site;
- Attempt to gain unauthorized access to the computers, servers or networks connected to the Site by any means other than the user interface provided by SENTÉ, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Site;
- Access, tamper with or use non-public areas of the Site, SENTÉ’s computer systems, or the technical delivery systems of SENTÉ’s providers;
- Attempt to probe, scan, or test the vulnerability of any SENTÉ system or network, or breach any security or authentication measures;
- Disrupt or interfere with the security of, or otherwise cause harm to, the Site, systems, resources, servers or networks connected to or accessible through the Site or any affiliated or linked sites; or
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by SENTÉ or any of SENTÉ’s providers or any other third party (including another user) to protect the Site.
- Commercial Activities
. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Terms):
- Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Site, or access to or use of the Site;
- Upload, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in connection with the Site;
- Use the Site or any part thereof for any commercial purpose, including, but not limited to, communicating or facilitating any commercial advertisement or solicitation; or
- Market any goods on the Site for any business purposes on or in connection with the Site.
- Unauthorized Use or Access
. You agree that you will not, under any circumstances:
- Interfere or attempt to interfere with the proper functioning of the Site or connect to or use the Site in any way not expressly permitted by the Terms;
- Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods or through the use of bots, crawlers, spiders, or otherwise;
- Use, display, mirror or frame the Site, or any individual element within the Site, SENTÉ’s name, any SENTÉ trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without SENTÉ’s express written consent;
- Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Site or that is in transit from or to the Site, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Site;
- Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Site, whether through the use of a network analyzer, packet sniffer or other device;
- Make any automated use of the Site, or take any action that imposes or may impose (in SENTÉ’s sole discretion) an unreasonable or disproportionately large load on the infrastructure of the Site;
- Bypass any robot exclusion headers or other measures SENTÉ takes to restrict access to the Site, or use any software, technology or device to send content or messages, scrape, spider or crawl on the Site, or harvest or manipulate data;
- Use, facilitate, create, or maintain any unauthorized connection to the Site, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Site; or (ii) any connection using programs, tools or software not expressly approved by SENTÉ;
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Site;
- Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Solicit or attempt to solicit personal information from other users of the Site;
- Register for more than one Account or register for an Account on behalf of an individual other than yourself;
- Use the Site to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; or
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
- Third-Party Websites
. The Site may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a Third-Party Website, we will not warn you that you have left the Site and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of SENTÉ. SENTÉ is not responsible for any Third-Party Websites. SENTÉ provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or any product or service provided in connection therewith. You use all links in Third-Party Websites at your own risk. When you leave our Site, the Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
. You agree to indemnify and hold SENTÉ, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “SENTÉ Party” and collectively, the “SENTÉ Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of, or inability to use the Site; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. SENTÉ 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 SENTÉ in asserting any available defenses. This provision does not require you to indemnify any of the SENTÉ Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Site provided hereunder. You agree that the provisions in this section will survive any termination of the Terms and/or your access to the Site.
Terms of Sale
- Personal use only
You acknowledge that the Site is only intended to be used to purchase products for personal, non-commercial use. Products sold on the site are not authorized for resale. Please contact us at https://sentelabs.com/how-to-purchase-for-professionals/ if you want to learn more about purchasing products for commercial use or resale.
- Order acceptance and cancellation
In order to purchase products from the Site, you must create an Account. Upon receipt of your order, we and/or our third party service provider may send you an email or other notification confirming receipt of your order. Unless expressly indicated in such communication, confirmation of your order is not acceptance of your order. Orders for products are accepted when you receive notice that the product has shipped.
You may cancel your order by contacting customer service, the Site, or using the contact information below prior to: (i) the shipment of your order; or (ii) SENTÉ notifying you of a delay in the shipment of your order. If you need to change or cancel your order prior to order acceptance, you can use your Account to log into the Site and cancel your order in the “My Orders” section or contact our customer service at firstname.lastname@example.org; or call our customer service at 800-205-6774. Restrictions may apply. Accept as set forth above, orders placed by you are non-cancellable. Once your order has been shipped, it can be returned as set forth in the return policy below.
Please note SENTÉ reserves the right to decline or cancel orders, in whole or in part, at any time, including after acceptance. Except for the refund obligation described below, we will have no liability for such order declines or cancellations or email notification failure. SENTÉ may also limit the amount of products you are able to purchase at any given time or period. For current limitations on purchases, please click here.
When you pay by credit or debit card, you must supply your card details when you place your order. You agree to pay all fees and charges for the order you make through the Site. You agree that SENTÉ may charge your debit or credit card through the Site of our payment service provider’s portal. We reserve the right to verify the identity of the credit or debit cardholder by requesting appropriate documentation. We may seek pre-authorization of your card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. Your payment will be charged to your credit or debit card once your order has shipped. If non-payment occurs due to a failed credit card transaction, then we may terminate the applicable order.
We accept Discover Network, Visa, MasterCard, American Express credit and debit cards, through our third party payment service provider’s portal. We use Shopify, Inc. (“Shopify”) as our third party payment service provider. By purchasing a product on the Site, you hereby consent and authorize our use of Shopify to process your payment. We disclaim all liability with regards to any fees or problems you have with our payment service provider. Want to know more? Please call our customer service at 800-205-6774 for additional information.
Our payment service provider and the credit and debit cards we accept may change without notice.
- Prices, taxes, fees
Unless otherwise indicated, the prices listed on the Site do not include sales tax, shipping, and handling charges. You will have the opportunity to review product prices and the estimated sales tax, shipping, and handling charges prior to submitting your order or completing the checkout process. The final calculation of the actual sales tax collected, which will be calculated in accordance with the tax code of the city and state to which the order will be shipped, will be reflected in your order confirmation e-mail and packing slip. Except for sales tax which is collected by SENTÉ, prices for products exclude all other taxes, duties, levies or fees, or other similar charges imposed on you by any taxing authority related to your order. You are responsible for payment of such taxes, duties, levies, fees or other similar charges resulting from your order (other than taxes imposed on SENTÉ's income) and we are not responsible for collecting, reporting, paying, remitting to you any such taxes, fees, or charges.
Notify SENTÉ promptly should you believe your order has a pricing error. SENTÉ reserves the right to change prices at any time.
SENTÉ ships products purchased through the Site only to street addresses within the United States and its territories. Please note that we do not ship products to APO/FPO, PO boxes, or internationally. Not all delivery options are available in all areas. Not all products are available in all areas.
The risk of loss and title for items you purchase pass to you upon our delivery of the items to the carrier. Replacement of products and credits for shipped products claimed as not received are subject to investigation, which may include notifying the carrier.
Your product shipment will be delivered via FedEx or any other carrier we may engage.
You will receive email confirmation(s) as your order ships from SENTÉ or a third party authorized by SENTÉ. We do not allow address changes after we send such email confirmation of your order shipment.
- Tracking your order
As your order ships, we will send you an email providing the shipment tracking number(s). To see the detailed progress of your shipment, click on the tracking number link provided in your email. Please note that tracking detail may not be active immediately with FedEx or any other carrier we engage; in that case, check back in several hours or the following day.
- Return Policy
Product Eligible for Return
You may request a return for products ordered through the Site, subject to the following:
- Defective Products: Defective products may be returned for a replacement product when reported within fourteen (14) days of receipt of the applicable product. You should have the transportation company note “damaged” or “broken” on the freight bill. All returns should remain in the original packaging. Full credit, including shipping, may be issued for such defective product if requested by the Account.
- Products Shipped in Error: Products shipped in error by SENTÉ may be returned, for full credit, if applicable, including shipping, when returned within fourteen (14) days of invoicing in the original packaging.
- Patient Dissatisfied (Purchased through Physician Provider) – Any product purchased through a Physician Provider (including partial containers) may be returned to the Physician Provider that sold the product when the patient is not satisfied with the product performance. The Physician Provider will be sent replacement product for the items returned.
- Patient Dissatisfied (Purchased directly by a consumer) – Any product purchased by a consumer directly from SENTÉ (including partial containers) may be returned directly to SENTÉ within thirty (30) days of receipt when the patient is not satisfied with the product performance. The consumer will be sent replacement product or issued credit for the items returned.
- The following products are not eligible for returns: (a) no product will be accepted after thirty (30) days of you receiving the product; (b) products damaged due to conditions beyond the control of SENTÉ, including, improper storage of product, damage due to heat, cold, water, smoke, fire, or negligence not at the fault of SENTÉ; (c) expired products; (f) products not in its original packaging; and (d) products provided to an office as samples or display product.
SENTÉ Reserves the right to deny a return if SENTÉ determines, in its sole discretion, that you are abusing SENTÉ’s Return Policy.
To obtain authorization to return product for replacement or credit, please call Customer Service at (800) 205-6774 with the following information:
- Product Name
- Quantity for Each Product
- Lot Numbers (if possible)
- Unit Price
- Your Account Number
- Reason (i.e., damage)
- Billing Address
- Shipping Address
- Account Contact
Customer Service will provide a Returned Materials Authorization Number (RMA #) for those items approved for credit and, if applicable, a UPS shipping label. All returns should include a copy of the RMA form, and to be included with any returned goods. No product will be accepted for replacement or credit without a RMA form. SENTÉ, Inc. reserves the right to inspect all authorized returns prior to issuing credit and to destroy products deemed unfit for sale whether or not they are eligible for credit. Replacement product will not ship, or credit issued, until returned product is received and processed.
Disclaimer of Warranties and Conditions
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SENTÉ 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 SITE. This Section 9.1 does not affect in any way our return policy for products purchased on the Site. If for any reason you are not satisfied with a purchase you make on the Site, please review our return policy above.
SENTÉ PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE WILL BE ACCURATE OR RELIABLE.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
THE SITE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SENTÉ MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SITE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SITE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SENTÉ OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SENTÉ PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SENTÉ PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
- Copyright Infringement Claims
It is SENTÉ’s policy to terminate the Account of any User who repeatedly infringes copyright upon prompt notification to SENTÉ by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Site of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for SENTÉ’s Copyright Agent for notice of claims of copyright infringement is as follows: SENTÉ, Inc, Attn: Legal Department, 2520 Gateway Road, Carlsbad, CA 92009. Email: email@example.com
Limitation of Liability
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SENTÉ PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SENTÉ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SITE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (5) ANY OTHER MATTER RELATED TO THE SITE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SENTÉ PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SENTÉ PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SENTÉ PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL SENTÉ PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO SENTÉ by you during the TWELVE-month period prior to the act, omission or occurrence giving rise to such liability and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SENTÉ PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SENTÉ PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SENTÉ PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SENTÉ AND YOU.
- If SENTÉ becomes aware of any possible violations by you of the Terms, SENTÉ reserves the right to investigate such violations. If, as a result of the investigation, SENTÉ believes that criminal activity has occurred, SENTÉ reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. SENTÉ is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Site, in SENTÉ’s possession in connection with your use of the Site, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms of Site, (c) respond to your requests for customer service, or (d) protect the rights, property or personal safety of SENTÉ, its Users or the public, and all enforcement or other government officials, as SENTÉ in its sole discretion believes to be necessary or appropriate.
- In the event that SENTÉ determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Site, SENTÉ reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to SENTÉ) that you have violated the Terms;
- Suspend or terminate your access to the Site (pursuant to Section 13.3 below) and/or
- Pursue any other action which SENTÉ deems to be appropriate.
term and termination
- The Terms commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Account, unless terminated earlier in accordance with the Terms.
- Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Terms commenced on the earlier to occur of (a) the date you first used the Account or (b) the date you accepted the Terms, and will remain in full force and effect while you use the Account, unless earlier terminated in accordance with the Terms.
- Termination of Account by Us. If you have materially breached any provision of the Terms, if we decide to discontinue our Account at any time in our sole discretion, or if we are required to do so by law, we have the right to, immediately and without notice, suspend or terminate your Account or access to the Account we may provide.
If we become aware of any possible violations by you of the Terms, we reserve the right to investigate such violations. In the event that we determine, in our sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Account, we reserve the right to (i) warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Terms; and (ii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that criminal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.
We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Site, in our possession in connection with your use of the Site, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of us, our Users or the public, and all enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate.
- Termination of Account by You. If you want to terminate the Account provided by SENTÉ, you may do so by (a) notifying SENTÉ at any time and (b) closing your Account for all of the Site that you use. Your notice should be sent, in writing, to SENTÉ’s address, SENTÉ, Inc., 2520 Gateway Road, Carlsbad, CA 92009.
- Effect of Termination. We will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive, shall survive termination, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- International Users
The Site can be accessed from countries around the world and may contain references to products and services and that are not available in your country. These references do not imply that SENTÉ intends to announce such product or service in your country. The Site is controlled by SENTÉ from its facilities in the United States of America. SENTÉ makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other countries do so at their own volition and are responsible for compliance with local law.
- Dispute Resolution
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with SENTÉ and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site, to any products sold or distributed through the Site, or to any aspect of your relationship with SENTÉ, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or SENTÉ 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). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of the Terms or any prior version of the Terms.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at, SENTÉ, Inc., 2520 Gateway Road, Carlsbad, CA 92009. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, SENTÉ will pay them for you. In addition, SENTÉ will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and SENTÉ. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). 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 arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU AND SENTÉ 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 SENTÉ are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Subsection 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsections limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other claims shall be arbitrated.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: firstname.lastname@example.org within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Severability. Except as provided in Subsection 15.1 above, 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.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with SENTÉ.
- Modification. Notwithstanding any provision in the Terms to the contrary, you agree that if SENTÉ makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing SENTÉ at the following address: 2520 Gateway Road, Carlsbad, CA 92009.
- You hereby release SENTÉ Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site, including but not limited to, any interactions with Third-Party Websites of any kind arising in connection with or as a result of the Terms or your use of the Site. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a SENTÉ Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Site provided hereunder.
- The Terms and your rights and obligations hereunder, may not be assigned, delegated, or transferred by you, either in whole or in part, without the express prior written consent of SENTÉ, and any purported assignment, delegation, or transfer in violation hereof shall be void. Nothing herein contained, however, shall prevent SENTÉ from assigning these Terms to any wholly or partially owned subsidiary of SENTÉ or to a person, firm or corporation acquiring all or substantially all of the assets of SENTÉ.
- Force Majeure. The occurrence of any event beyond the control of a party , which prevents either party from complying with any of its obligations hereunder, including but not limited to: acts of God, such as, but not limited to, fires, floods, explosions, earthquakes, drought; war, embargoes, invasions, rebellion, revolution, civil war; nuclear contamination; riot, strikes, civil unrest; acts or threats of terrorism; or, compliance with the laws of the United States or with the orders or policies of any governmental authority, shall be considered “Force Majeure”. In such event, neither party shall be considered in breach of their obligations hereunder, with the exception of any payment obligations, to the extent that performance of their respective obligations is prevented by an event of Force Majeure that arises subsequent to SENTÉ’s acceptance of an order. The party that is prevented from carrying out its obligations hereunder as a result of an event of Force Majeure shall give notice to the other party of the event of Force Majeure upon it being foreseen by, or becoming known to, the affected party. If an event of Force Majeure occurs and its effect continues for a period of sixty (60) days, either party may give written notice of termination of the applicable order to the other party.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Limitation Period. YOU AND SENTÉ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Governing Law and Jurisdiction. Any obligation based upon these Terms has been entered into, and shall be construed, enforced, and governed in accordance with the laws of the State of California, without regard to conflicts of laws principles. Except as set forth in the Arbitration Agreement, venue and jurisdiction for any proceedings arising out of any obligation based upon these Terms shall lay exclusively in the state and federal courts of San Diego, California, United States of America.
- Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English.
- Where SENTÉ requires that you provide an e-mail address, you are responsible for providing SENTÉ with your most current e-mail address. In the event that the last e-mail address you provided to SENTÉ is not valid, or for any reason is not capable of delivering to you any notices permitted by the Terms, SENTÉ’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to SENTÉ at the following address: SENTÉ, Inc., 2520 Gateway Road, Carlsbad, CA 92009. Such notice shall be deemed given when received by SENTÉ by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Any waiver of failure to enforce any term or provision of these Terms shall not be construed as a waiver of any subsequent breach, and shall not in any way affect, limit, or waive a party’s right thereafter to enforce or compel strict compliance with every term, condition, and specification hereof.
- If any term, provision, covenant, or condition of these Terms is held by the arbitrator, court or agency of competent jurisdiction to be indefinite, invalid, void, or otherwise unenforceable, the rest of these Terms shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.