Legal Notices

Customer datasets created and uploaded to the SensiML cloud with a free Community Edition account are deemed to be public per the terms of the SensiML SaaS Agreement and by default will be made accessible across the SensiML registered SensiML user community. All paid subscription accounts, academic license accounts, as well as deactivated, paused, or cancelled paid tier accounts are deemed to be Private Accounts. Customer datasets for Private Accounts will never be shared publicly nor made accessible to the SensiML user community unless explicitly published by Customer’s own licensed user(s).

If another company acquires SensiML’s assets, that company will have access to all data saved on our platform, and will assume the rights and obligations described in this Privacy Policy.

We may be required to disclose Personal Data to comply with relevant laws or to respond to valid court order, subpoenas, warrants or similar request for government or litigant access to data served on us; or to respond and defend against legal claims to protect or defend our rights or property or those of our Customers.

1. “Customer” refers to the purchasing entity along with all employees and or agents operating on behalf of the purchasing entity.
2. “Ordering Document” refers to a commercial purchase order between customer and SensiML outlining additional purchase contract terms to which these Terms and Conditions are attached.
3. “SensiML Commercial Redistribution License”means the separate agreement to be negotiated between SensiML and Customer granting license to one or more SensiML Knowledge Packs should Customer choose to utilize the results of or integrate object code from the SensiML SaaS Platform into its own commercial products.
4. “SensiML Premier Support Services” and “SPSS”means professional support services provided by SensiML support and development staff above and beyond standard customer support terms provided with SensiML SaaS Platform service and purchased by Customer in the Ordering Document.
5. “SensiML Knowledge Pack” means the source or object code generated by the SensiML SaaS Platform as well as associated analytics, feature codes, segmentation codes, and pattern recognition configuration parameters and other interim results generated by the SensiML SaaS Platform for use in embedded devices for purposes of autonomous time series data analytics and pattern recognition within the embedded devices.
6. “SensiML SaaS Platform”means the cloud analytics services made available to and use of software hosted by SensiML Corporation to Customer. Such service consists of access to SensiML programs, documentation, system administration system management, and system monitoring that SensiML provides for use of its analytics tools, as well as any other services provided by SensiML as defined in the Ordering Document (collectively, the “services”.
7. “SensiML Software” means the software products owned or distributed by SensiML to which SensiML grants Customer access as part of the services. Such software includes but is not limited to SensiML Analytics Studio, SensiML Data Capture Lab, SensiML Analytics Engine client software, SensiML Knowledge Pack, SensiML SaaS Platform, SensiML mobile applications, related components, application program interfaces, device drivers, software tools, associated media, printed materials, electronic documentation, and any updates or releases thereto.
8. “SensiML Support Team” is the team within SensiML responsible for handling all support matters related to the SensiML Software.
9. “Supported Versions” are the current version and the releases within the support period.
10. All other capitalized terms have the meanings set forth in the Agreement.

1. Services. Unless otherwise specified in the Ordering Document or in a written statement of work executed by SensiML and Customer (“SOW”, SensiML will provide custom engineering support on a pre-paid time and materials basis up to the limits as established in the Ordering Document and in accordance with the SPSS descriptions set forth below. Such support services may include the following:
   1. Consultation on embedded machine learning suitability for desired Customer use-cases, applications, sensor(s), and computing hardware
   2. Consultation and/or development of data collection methodology to be implemented by the Customer to construct train/test datasets for their application(s) of interest.
   3. Outsourced use of the SensiML Software to construct machine learning models on behalf of or in collaboration with the Customer for Customer’s desired application(s)
   4. Optimization of SensiML Knowledge Packs for improved performance, memory footprint, and/or power consumption
   5. Custom extensions to SensiML Software to address capabilities not already provided such as custom feature generators, segmenters, filter functions, or classifiers
   6. Customized training on use of the SensiML Software
2. Exclusions. SensiML will have no obligation of any kind to provide SPSS for any of the following:
   1. Implementation of application-specific data collection and labeling services. Due to the breadth of physical setups, domain expertise, and test facilities required, such work is ordinarily beyond the scope and capability of SensiML to provide and is not typically offered unless expressly agreed between Customer and SensiML in advance.
   2. Support for embedded, mobile, and/or cloud application development that falls outside of the functionality of the sensor, digital signal processing and inference modeling pipeline supported by the SensiML Software. Examples of application development outside of SensiML’s SPSS support scope include wireless protocol development and/or implementation, sensor hardware driver development or modification, application messaging protocols, cloud communications, and application logic development.
   3. Modifications to the SensiML Software not made by SensiML
   4. Use of the SensiML Software other than as authorized in the Agreement, SensiML Software License Agreement, or as provided in the documentation for the SensiML Software
   5. Versions of the SensiML Software other than the Supported Version
   6. Third-party products not expressly supported by SensiML and described in the documentation
   7. Conflicts related to replacing or installing hardware, drivers, and software that are not expressly supported by SensiML and described in the documentation.

   If SensiML determines that a Customer SPSS support request falls within one or more of the above exclusions, SensiML will notify Customer before expending support effort that accrues to the Customer’s SPSS. If Customer and SensiML both agree that SensiML should provide support for the exclusion, then SensiML will provide best-effort support in a manner consistent with supported SPSS services.

3. Intellectual Property. With the exception of SensiML Knowledge Packs and modifications to SensiML Software performed at the Customer’s request such as described in section 3.1.5, Customer retains all ownership and intellectual property rights to deliverables developed on behalf of the Customer by SensiML as part of SPSS. SensiML or its licensors retain all ownership and intellectual property rights to the services and SensiML Software including modifications to SensiML Software at Customer’s request. Customer rights to SensiML Knowledge Packs developed by SensiML for Customer within SPSS are treated identically to those created by Customer using SensiML Software as described in section 4.
4. Administration.
   1. SPSS Support Time Accounting. SPSS is offered on a time-and-material basis for all developer activity performed by SensiML for Customer in accordance with Section 3.1 and 3.2. Such activities include developer time expended in support of Customer directed development tasks, discussions, and resolution via telephone, email, videoconference, electronic collaboration platforms (if and as agreed for use by Customer and SensiML), and on-site support. Unless otherwise specified in the Ordering Document or SOW, SPSS services shall be paid for upfront, in full, and are non-cancellable. Time accrued to Customer’s prepaid SPSS support balance will be itemized and accrued to the nearest 15 minute increment against the prepaid hours specified in the Ordering Document. SensiML will transmit to Customer monthly statements reflecting time expended and remaining balance available. SPSS support time not utilized within the associated SensiML Software license term will be forfeited and are non-refundable.
   2. Authorized Support Contacts. Customer to specify an SPSS primary point of contact as well as other authorized contacts(“Support Contacts”. SensiML will communicate with that individual(s)when providing SPSS. Customer will be asked to designate Customer’s authorized support contacts, including their primary email address following SensiML’s acknowledgment of Customer’s Order and appoint a lead support administrator as single point for managing, communicating, and confirming Support Contacts.
   3. Support Travel Costs. SPSS does not anticipate any related travel expenses incurred by SensiML personnel in the course of the SPSS support term. Any exceptions are subject to pre-approval of such travel in writing by Customer. Customer shall reimburse SensiML for all actual economy-rate airfare expenses and up to an additional $250per day for actual food, lodging and other usual and customary expenses except as otherwise agreed to in writing between SensiML and Customer. SensiML will provide Customer with a copy of all receipts for such expenditures.
5. Other Terms.
   1. Contingencies. Customer agrees that its purchase of SPSS is not contingent on: (i) the delivery of any future SensiML Software functionality or features, unless specified in an SOW or otherwise agreed in writing in the Ordering Document.
   2. Customer Mutual Support. Customer will act in good faith to reasonably support collaborate discussions and activities as necessary for SensiML to perform the SPSS work for Customer. Reasonable support includes but is not limited to (i) assigning a competent project manager to serve as Customer’s primary point of contact; (ii) allocating sufficient resources to meet Customer’s own obligations; (iii) managing the Customer’s project personnel team; and(iv) providing SensiML with access to equipment and support as reasonably necessary for SensiML to provide SPSS services.
   3. Third-Party Contractors. SensiML reserves the right to provide SPSS services through third-party contractors provided such contractors are the responsibility of SensiML and SensiML ensures contractor’s performance per the terms hereunder.
   4. Language. SPSS support is delivered only in English unless Customer is in a location where SensiML has made localized SPSS available.

1. SensiML SaaS Platform. SensiML represents and warrants to Customer that the SensiML SaaS Platform materially conforms to the specifications specified in the relevant documentation. Customer must notify SensiML of any warranty deficiencies within thirty (30) days from the provision or discovery of the deficient SensiML SaaS Platform. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF SENSIML FOR SENSIML’S BREACH OF THIS WARRANTY WILL BE FOR SENSIML, AT ITS OPTION, TO (I) REPAIR THE SENSIML SAAS PLATFORM OR SENSIML SOFTWARE COMPONENT OR (II) TERMINATE THE AGREEMENT AND REFUND ANY PREPAID, UNUSED SUBSCRIPTION FEES PAID TO SENSIML FOR THE UNUSED PERIOD OF ANY SUCH TERMINATED AGREEMENT TERM. SENSIML DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT SENSIML WILL CORRECT ALL SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT SENSIML DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SENSIML IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
2. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF SENSIML FOR SENSIML’S BREACH OF THIS WARRANTY WILL BE FOR SENSIML, AT ITS OPTION, TO RE-PERFORM THE NON-CONFORMING SERVICES OR REFUND THE FEES PAID FOR SUCH NON-CONFORMING PROFESSIONAL SERVICES. FURTHER, IN NO EVENT WILL SENSIML BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT THE USE OF SENSIMIL SERVICES OR SENSIML SOFTWARE, INCLUDING THE USE OF OR INABILITY TO USE THE SENSIML SOFTWARE, EVEN IF SENSIML HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SENSIML AND CUSTOMER AND SENSIML WOULD NOT BE ABLE TO PROVIDE THE SENSIML SERVICES OR SENSIML SOFTWARE WITHOUT SUCH LIMITATIONS.
3. DISCLAIMER OF WARRANTIES. TO THE EXTENT NOT PROHIBITED BY LAW, EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS SECTION, THE SENSIML SAAS PLATFORM SERVICES ARE PROVIDED “AS IS,” AND SENSIML PROVIDES NO OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

1. Remedies. If any claim brought against Customer and its directors, officers and employees by an unaffiliated third party alleging that Customer’s use of the SensiML SaaS Platform infringes or violates that third party’s intellectual property right(s)or in SensiML’s opinion such a claim is reasonably likely to occur, SensiML may at its expense and sole discretion: (i) procure the right to allow Customer to continue using the applicable SensiML SaaS Platform or SensiML Software, (ii) modify or replace the applicable SaaS Product to be come non-infringing, or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s license to the affected portion of applicable SaaS Product and refund a portion, as determined by SensiML in its sole and exclusive discretion, of the pre-paid, unused license fees paid by Customer corresponding to such SaaS Product.
2. Exclusions. SensiML shall have no obligations under this Agreement if the claim is based upon or arises out of: (i)any modification to the applicable SensiML SaaS Platform or SensiML Software not made by or at the direction of SensiML, (ii) any use of SensiML SaaS Platform or SensiML Software in combination with third party equipment, products or systems, to the extent that such claim is based on such combination or use, (iii) Customer’s continued use of the allegedly infringing technology after being notified of the infringement claim, (iv) Customer’s failure to use updates made available by SensiML for its software or services (v) Customer’s failure to use the SensiML SaaS Platform or SensiML Software in accordance with the applicable documentation, and/or (vi) use of the SensiML SaaS Platform or SensiML Software outside the scope of the license granted under this Agreement. THIS SECTION 11 CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND SENSIML’S ENTIRE LIABILITY, WITH RESPECT TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
3. Customer Indemnification. Customer shall at its cost and expense (i) defend or settle any claim brought against SensiML by an unaffiliated third party alleging that Customer Data infringes or violates a third party’s intellectual property or privacy right(s), and(ii) pay, indemnify and hold SensiML, its directors, officers, and employees harmless from any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim.

1. Term. This Agreement commences on the Effective Date and continues until it is terminated in accordance with this Section 14 unless otherwise specified in the Ordering Document (the “Initial Term”. This agreement will automatically renew for additional terms unless specified otherwise in the Ordering Document (each such automatic renewal period, a “Renewal Term”. The Initial Term, collectively with any and all “Renewal Term(s)” will be referred to collectively as the “License Term” unless either party provides the other with written notice of its intent not to renew the Agreement at least twenty (20) business days prior to the end of the then-current Initial Term or Renewal Term, as the case may be. The terms of this Agreement will govern the License Term. SensiML may increase fees after the Initial Term by providing written notice to Customer at least 30calendar days prior to the commencement of such Renewal Term to which the increased fees will apply. Customer will provide any notice of non-renewal through means provided by SensiML, which may include online account management settings within the SensiML SaaS Platform or means made available for contacting the SensiML support team. Cancelling a subscription means Customer will not be charged for the next billing cycle, though no refunds or pro-rating, or credits for amounts that have already been charged will be provided. Customer agrees that SensiML may bill payment means provided (either credit card or other payment method)for all renewals as applicable.
2. Termination. Either party may terminate this Agreement by written notice to the other party if the other party materially breaches this Agreement, which includes non-payment, and does not cure the breach within thirty (30) days of receiving notice of the breach. SensiML may also disable Customer’s access to the SensiML Platform. Except for Customer’s obligations set forth in sections 3, 5,6, 7, 8, 9, 10, 11, 12, 14.8, 14.9 and 14.11, each of which shall survive termination or expiration of this Agreement, the remaining terms of this Agreement, including any then-existing licenses to the SensiML Software or the SensiML SaaS Platform, will terminate as set forth in section 13.1 or 13.2 hereof. The Customer’s ability to use the SensiML SaaS Platform and SensiML Software offering terminates at the end of the Agreement along with any access to materials Customer may have been provided for use in conjunction with the SensiML Software, and Customer agrees to promptly discontinue use of the SensiML Software offering and destroy any copies of the associated SensiML Software within Customer’s possession or control. Customer may choose to stop using the SensiML SaaS Platform and terminate at any time for any reason upon written notice, however any such termination is not entitled to a refund of any pre-paid fees and if Customer has not already paid all applicable fees for the then-current License Term as applicable, then any such outstanding fees will become immediately due and payable. Customer will not have access to Customer Data (and we may delete all of Customer Data unless legally prohibited) after expiration or termination of these Terms, so Customer should make sure to export any Customer Data it wishes to retain during the applicable License Term.

1. Restrictions on Use of Services. Customer agrees not to use or permit use of the services or SensiML Software, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (i) menace or harass any person or cause damage or injury to any person or property, (ii) involve the publication of any material that is false, defamatory, harassing or obscene, (iii) violate privacy rights or promote bigotry, racism, hatred or harm, (iv) constitute unsolicited bulk e-mail, “junk mail” “spam” or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights, or (vi) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to SensiML under the Agreement, SensiML reserves the right to remove or disable access to any Customer user that violates the foregoing restrictions. SensiML shall have no liability to Customer in the event that SensiML takes such action. Customer agrees to defend and indemnify SensiML against any claim arising out of a violation of Customer’s obligations under this section.
2. Government Restricted Rights. The SensiML Software is a “commercial item” as that term is defined in 48 C.F.R.2.101, consisting of “commercial computer Software” and “commercial computer Software documentation” as such terms are used in 48 C.F.R.12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through227.7202-4, Customer will not provide the SensiML Software to the U.S. Government. Contractor or Manufacturer is SensiML Corporation, 4900 SW Griffith Drive Suite #256, Beaverton, OR 97005 USA.
3. Export Regulations/Export Control. Customer acknowledges and agrees that the SensiML Software is subject to all applicable export control laws and regulations, including, without limitation, those of the United States Government. Customer shall strictly comply with all applicable export control laws and regulations related to the SensiML Software, including, without limitation, U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774, and all licenses and authorizations issued under such laws and regulations. Customer agrees that it shall not, and shall cause its representatives, employees, agents, contractors and customers to agree not to, export, re-export, divert, release, transfer, or disclose any such SensiML Software, or any direct product thereof, to any prohibited or restricted destination, end-use or end-user, except in accordance with all relevant export control laws and regulations.
4. Assignment. Customer may not delegate, assign or transfer this Agreement, the license(s) granted or any of Customer’s rights or duties hereunder, expressly, by implication, by operation of law, or otherwise and any attempt to do so, without SensiML’s express prior written consent, will be null and void. SensiML may assign, delegate and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion.
5. Severability. In the event that any provision of this Agreement will be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
6. Force Majeure. Neither SensiML nor Customer shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either party may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer’s obligation to pay for the services.
7. Waiver. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof betaken or held to be a waiver of the provision itself.
8. Applicable Law. All matters arising out of or related to this Agreement, including without limitation all matters connected with its performance, will be construed, interpreted, applied and governed in all respects in accordance with the laws of the United States of America and the State of Oregon, without reference to conflict of laws principles. Subject to the dispute resolution provisions below, all disputes and litigation arising out of or related to this Agreement, including without limitation matters connected with its performance, will be subject to the exclusive jurisdiction of the courts of the State of Oregon or of the Federal courts sitting therein. Each party hereby irrevocably submits to the personal jurisdiction of such courts and irrevocably waives all objections to such venue. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
9. Attorney’s Fees. In any action related to this Agreement, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the prevailing party’s reasonable attorneys’ fees and reasonable costs.
10. Entire Agreement. The terms and conditions of this Agreement and any existing CNDA constitute the entire agreement between the parties with respect to the subject matter hereof, and merge and supersede all prior, contemporaneous agreements, understandings, negotiations and discussions. Neither of the parties hereto will be bound by any terms, conditions, definitions, warranties, understandings or representations with respect to the subject matter hereof other than as expressly provided for herein. Each party is not obligated under any other agreements unless they are in writing and signed by an authorized representative of each party.
11. Dispute Resolution.
    1. Claims. The parties to this Agreement agree that any claim, demand, controversy, dispute, or cause of action, whether asserted as an action in contract, tort, warranty, or otherwise, arising out of or in any way related to the performance, interpretation, application, or enforcement of this Agreement (collectively “Claim(s)”will be resolved in accordance with the provisions set forth in this section.
    2. Mediation. If any Claim is not resolved after good-faith discussions between the parties, either party may request that the parties engage in non-binding mediation by sending a written request for mediation to the other party. Any such mediation shall beheld in Portland, Oregon. The parties shall use best efforts to select a mediator that is acceptable to both parties. Neither party may initiate arbitration pursuant to section 14.11.3 unless (a) the parties have participated in good faith in mediation or agreed in writing to waive this requirement, or (b) at least fourteen (14) days have passed since the first written request for mediation was made.
    3. Agreement to Arbitrate. If any dispute is not resolved under section 14.11.2, either party may initiate binding arbitration [using mutually agreed arbitrator or if agreement cannot be reached then] with the Arbitration Services of Portland (“ASP”. Such Claim(s) will be resolved by final and binding arbitration in accordance with the rules of ASP applicable to the underlying dispute, unless the parties agree otherwise. The arbitration of any Claim(s) shall be held in Portland, Oregon. The parties expressly acknowledge and agree that each waives any right to a jury trial under this agreement to arbitrate. The award rendered by the arbitrator(s) shall be final and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction.