TERMS OF USE FOR THIS WEBSITE

KINDLY AND CAREFULLY READ THESE WEBSITE TERMS AND CONDITIONS OF USE ("TERMS") PRIOR TO USING THE WEBSITE.

SENTILLION, INC. ("SENTILLION") PROVIDES THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN SENTILLION AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS WEBSITE. YOU AGREE TO REVIEW THESE TERMS PERIODICALLY IN ORDER TO BE AWARE OF AMENDMENTS TO THEM, WHICH SENTILLION MAY MAKE AT ANY TIME. YOUR CONTINUED USE AND/OR ACCESS TO THIS SITE WILL BE DEEMED YOUR ACCEPTANCE OF ANY AMENDED TERMS.

1. This website ("Website") includes without limitation: (a) information such as product, technical, pricing, marketing, and other valuable information ("Information"); (b) the Sentillion® University, and other on-line services accessible via the Website (the "Services"); (c) content such as data, software, photographs, graphics, video, messages, or other materials ("Content"). If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf. In addition to the Terms, and unless otherwise noted, the standard Sentillion terms and conditions of sale govern sales You make through the Website, unless You have in effect a separate valid written license and/or services agreement with Sentillion for that product or service, in which case that separate agreement governs, and in cases of conflict, prevails.

2. YOUR COMMITMENTS

2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the "Registration Information"); (b) timely update the Registration Information to keep it accurate, current and complete; and (c) accept all risks of unauthorized access to information and Registration Information.

2.2 You agree that You will not use the Website to: (a) misrepresent your identity or affiliation with a person or entity; or (b) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law.

3. CONFIDENTIALITY OF SENTILLION INFORMATION

3.1 You may obtain direct access to certain confidential information of Sentillion and its suppliers, including without limitation business, technical, marketing, product, and pricing information and other valuable information that should reasonably be understood to be confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Sentillion and its suppliers.

3.2 Your obligations regarding Confidential Information expire six (6) years after the date of disclosure. Upon termination of the Terms or Sentillion's written request, You must cease use of Confidential Information and return or destroy it.

3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (i) is previously rightfully known to You without restriction on disclosure, (ii) is or becomes known to the general public, through no act or omission on Your part, (iii) is disclosed to You by a third party without breach of any separate nondisclosure obligation, or (iv) is independently developed by You, or (v) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Sentillion adequate to afford Sentillion the opportunity to object to the disclosure.

4. INDEMNITY

You agree to indemnify and hold Sentillion and its subsidiaries, affiliates, shareholders, officers, directors, agents, suppliers, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, Your violation of the Terms or Your violation of any rights of another.

5. MODIFICATION, SUSPENSION AND TERMINATION OF SERVICES; NO REFUNDS

Sentillion reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice.  Sentillion reserves the right to cancel classes if classes do not mean Sentillion’s minimum capacity requirement.  Sentillion shall not issue any refunds for classes missed; however, participants who miss a class may attend any of the next two scheduled sessions of the class at no additional charge.

Sentillion will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Except as expressly authorized by Sentillion, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, republish,  transmit, or create derivative works of the Content, in whole or in part, by any means.  You must not remove or alter any copyright or trademark notice, or other notice of ownership.

6.2 "Sentillion Trademarks" means all names, marks, brands, logos, designs, and other designations Sentillion uses in connection with its products and Services. You may not remove or alter any Sentillion Trademarks, or co-brand your own products or material with Sentillion Trademarks, without Sentillion's prior written consent. You acknowledge Sentillion's rights in Sentillion Trademarks and agree that any use of Sentillion Trademarks by You shall inure to Sentillion's sole benefit. You agree not to incorporate any Sentillion Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

7. LINKS TO THIRD-PARTY WEB SITES
The Website may contain links to non-Sentillion web sites, as a convenience to You. Any non-Sentillion web site accessed from this Website is independent from Sentillion, and Sentillion has no control over the content of that web site.  Sentillion is not responsible for the content of any linked web site, and Sentillion does not endorse any non-Sentillion web site.

8. DISCLAIMER OF WARRANTIES

8.1 UNLESS OTHERWISE EXPRESSLY STATED, YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" BASIS. SENTILLION AND ITS SUPPLIERS DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, CORRECTNESS OR RELIABILITY RELATING TO THE PRODUCTS OR WEBSITE, REGARDING THE USE AND RESULTS OF THE PRODUCTS OR WEBSITE, OR THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. 

8.2 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

9. LIMITATION OF LIABILITY

TO THE FULL EXTENT PERMITTED BY LAW, SENTILLION IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF SENTILLION HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

10. GENERAL TERMS

10.1. The Terms constitute the entire agreement between You and Sentillion relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by Sentillion. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You license or purchase Sentillion or third-party products or services from Sentillion.

10.2 You agree that any material breach of Sections 2, 3, and 6 of the Terms will result in irreparable harm to Sentillion for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Sentillion will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Sentillion seeks such an injunction.

10.3 Massachusetts law and controlling U.S. federal law govern any action related to the Terms and/or Your use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Sentillion agree to submit to the personal and exclusive jurisdiction of the courts located in Boston, Massachusetts, U.S.A.

10.4 Services, Content, and product derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws.

10.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.

10.6 Sentillion may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. 

10.7 No provision of, right or privilege under these Terms shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of any party, its agents or employees, but only by an instrument in writing duly executed by both parties.  No waiver by any party of any breach or default of any provision of these Terms by the other party shall be effective as to any other breach or default, whether of the same or any other provision and whether occurring prior to, concurrent with, or subsequent to the date of such waiver.