These Customer Terms apply when a customer (“Customer”) orders services from Sentrion, Inc., a Delaware corporation (“Sentrion”), by signing an order form that refers to them (an “Order Form”). Sentrion and Customer are each a “Party.” They do not apply to self-serve plans or API access bought on the website, which the website Terms & Conditions govern.
Contents
- How these terms apply
- Services
- Customer responsibilities
- Fees and payment
- Confidentiality
- Data
- Intellectual property
- Warranties
- Limitation of liability
- Indemnification
- Term and termination
- General
1. How these terms apply
1.1 Agreement. Each signed Order Form, together with these Customer Terms in the version published at sentrion.ai/customer-terms on the date the Order Form is signed (or the version the Order Form cites by date), forms a separate agreement (the “Agreement”). If a copy of these Customer Terms is attached to the Order Form for signature, that copy controls over any different copy on the website. No later version applies automatically. If the Order Form and these Customer Terms conflict, the Order Form controls.
1.2 Fixed version. Sentrion may publish new versions of these Customer Terms for future Order Forms, each identified by its version date and kept available at sentrion.ai/customer-terms/<version date>. A new version does not change an Agreement already signed unless both Parties agree in writing. Sentrion will provide any earlier version on request.
1.3 Other terms excluded. For services ordered under an Order Form, the Agreement replaces Sentrion’s website Terms & Conditions. Terms in a purchase order, vendor portal, or click-through form are for administrative convenience only and do not change the Agreement. Accessing the platform, completing payment, or accepting an account-registration screen does not amend the Agreement either. Sentrion’s Privacy Policy describes how Sentrion handles personal data of website visitors and of platform users for its own account administration, security, and service communications; it does not expand Sentrion’s rights over Customer Data, and for Customer Data Section 6 controls.
2. Services
2.1 Services and Deliverables. Sentrion will provide the services described in the Order Form (the “Services”) and deliver the ranked account lists, signals, evidence, account profiles, contacts, and other outputs described there (the “Deliverables”).
2.2 Setup. Sentrion will make the first ranked account list available within five (5) business days after the latest of the kickoff call, the Start Date defined in the Order Form (or, if it defines none, Sentrion’s receipt of the first Fee), and Sentrion’s receipt of the initial inputs listed in the Order Form, unless the Order Form sets another timeline. Sentrion will make a kickoff call available within five (5) business days after the Start Date; if kickoff happens later only because of Sentrion, it is treated as held on that fifth business day for this deadline. Customer may confirm in writing that its initial inputs are complete as far as available, which satisfies the input condition. If Customer provides inputs late or in part, Sentrion will proceed on the inputs available; the term is not extended and fees are not suspended.
2.3 Delivery. Sentrion delivers through the Sentrion platform and any other channels the Order Form lists. Customer administers its own systems and decides what is written into them. If Customer connects an integration the Order Form lists, Sentrion reads only the records needed to match accounts and write the agreed fields. Otherwise, unless the Order Form says so, Sentrion does not read Customer’s CRM or other systems.
2.4 Users. The named users allowed under the Order Form may access the Sentrion platform, subject to reasonable usage limits and Sentrion’s authentication requirements. Usage limits will not materially restrict the scope in the Order Form, and Customer may replace named users without exceeding the permitted number. Customer is responsible for its users’ logins and use.
2.5 Changes during the term. Customer’s primary point of contact and Sentrion may agree by email on questions, weights, accounts, and delivery settings within the limits in the Order Form. These changes do not change the Fees, the term, the purchased limits, or these Customer Terms.
2.6 No guaranteed outcomes. Sentrion does not guarantee meetings, opportunities, pipeline, revenue, or any other business outcome. Any success measures in the Order Form are guideposts, not warranties, acceptance conditions, or conditions to payment.
3. Customer responsibilities
3.1 Inputs. Customer will provide the inputs listed in the Order Form, to the extent available, and name a primary point of contact.
3.2 Customer Data. “Customer Data” means the data Customer provides to Sentrion or makes available from its own systems under the Agreement, such as account lists, account assignments, target titles, and user details. Customer will provide only data it is entitled to share with Sentrion for use under the Agreement. Customer will not provide special categories of personal data, personal data about individuals acting in a personal or household capacity, payment card data (other than to Sentrion’s payment processor), government-issued personal identifiers, health information, or financial account information, and Sentrion may delete any such data without liability.
3.3 Acceptable use. Customer will use the Services and Deliverables in compliance with applicable law, including anti-spam, telemarketing, and data protection laws, and is responsible for its own outreach to the people in the Deliverables.
4. Fees and payment
4.1 Fees. Customer will pay the fees in the Order Form (the “Fees”). Unless the Order Form says otherwise, Fees are charged monthly in advance: the first through the payment link Sentrion provides, which Customer will complete within five (5) business days after the later of both Parties signing and Customer receiving the link (a payment made before signing counts as made on the signing date), and the rest on each monthly anniversary of the day Stripe first confirms that payment as successful, as shown on the Stripe receipt; if a month has no corresponding date, on the last day of that month. Sentrion will configure automatic billing to match this schedule and stop generating new Fees when the committed term ends; no renewal charge is authorized without a new signed Order Form, and Sentrion will promptly refund any duplicate or unauthorized charge. Processing time alone is not late payment. If the Order Form offers a discounted price for paying the whole term in advance and Customer chooses it, the full amount is charged at that first checkout, no monthly charges follow, and any refund under the Agreement is calculated on the discounted amount actually paid, prorated by day.
4.2 Payment. Unless the Order Form says otherwise, Customer pays through Sentrion’s payment processor, Stripe, using a payment method that Stripe checkout offers for the Order Form, and authorizes Sentrion to charge the payment method on file with Stripe for each Fee when due. If the Order Form provides for invoicing instead, each invoice is due within thirty (30) days after its date.
4.3 Taxes. Fees exclude sales, use, VAT, and similar taxes, which are Customer’s responsibility, except taxes on Sentrion’s income. If Sentrion must collect a tax on a Fee, it will add it to the charge or invoice it separately, and will honor a valid exemption certificate.
4.4 Refunds and nonpayment. Fees are non-refundable except as stated in Sections 10.1, 11.3, and 12.8. If an undisputed amount is not paid within ten (10) business days after Sentrion notifies Customer that it is overdue, Sentrion may suspend the Services until it is paid. Suspension does not extend the term or suspend Fees.
4.5 Card payments and disputes. If Fees are charged monthly, Customer will keep a valid payment method on file with Stripe until the last monthly Fee is paid. If a charge fails or is reversed, the amount remains payable to the extent properly due and is overdue for the purposes of Section 4.4. Sentrion will tell Customer and may retry collection only as payment-network rules and a valid payment authorization allow, asking for a new authorization where required, and will not collect the same amount twice. Customer will raise any billing concern with Sentrion in writing promptly after discovering it, with reasons, and will pay the undisputed part; where reasonably practicable it will do so before disputing a charge with its card issuer, but it need not delay an issuer dispute where that is needed to preserve its rights. Sentrion will not suspend or terminate for an amount Customer disputes reasonably and in good faith while the Parties try to resolve it. Sentrion will send a receipt for each charge to the email address used at Stripe checkout.
5. Confidentiality
5.1 Definition. “Confidential Information” means non-public information disclosed by one Party to the other in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential. Customer’s Confidential Information includes Customer Data and the Deliverables prepared for Customer, other than the Sentrion Data they contain, which Section 6.2 governs. Sentrion’s Confidential Information includes its methods, questions, scoring, models, software, prompts, data sources, and pricing.
5.2 Obligations. The recipient will: (a) use the other Party’s Confidential Information only to perform or evaluate the Agreement or exercise rights granted under it; (b) not disclose it except to its personnel, affiliates, contractors, subprocessors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section, through the ordinary business tools described in Section 6.6 under their providers’ standard terms, or as Section 6.3 permits; and (c) protect it with at least reasonable care.
5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) the recipient knew without restriction before disclosure; (c) the recipient develops independently without using the other Party’s Confidential Information; or (d) the recipient rightfully receives from a third party without restriction.
5.4 Compelled disclosure. The recipient may disclose Confidential Information as required by law, with reasonable advance notice to the other Party where legally permitted.
5.5 Duration. These obligations apply during the Agreement and for three (3) years after it ends, for trade secrets for as long as they remain trade secrets, and for retained Customer Data until it is deleted.
6. Data
6.1 Use of Customer Data. Sentrion will use Customer Data only to provide, maintain, secure, and support the Services, to administer billing, to comply with law, and to establish, exercise, or defend legal claims (subject to Section 6.8). Sentrion will not sell or share (as those terms are defined in US state privacy laws) Customer Data and will not use, or let any third party use, identifiable Customer Data to train third-party AI models. Sentrion may create aggregated, de-identified information derived from the Services and use it to improve its products, including to train and improve Sentrion’s own models, provided it does not identify Customer, Customer’s selected or prioritized accounts, or any individual, and Sentrion will not attempt to re-identify it.
6.2 Sentrion Data. “Sentrion Data” means the company information, signals, evidence, and business contact data that Sentrion obtains from public sources and third-party data providers, and Sentrion’s analysis of them. Sentrion Data is not Customer Data and, notwithstanding Section 5, Sentrion may use it for any purpose, including for other customers. Independently obtained Sentrion Data does not become Customer Data because it concerns the same accounts or appears in the Deliverables. Sentrion Data does not include Customer Data or Customer’s own selections, priorities, configurations, and feedback. Except as the Agreement authorizes, Sentrion will not disclose Customer Data, which accounts Customer selected or prioritized, or the Deliverables prepared for Customer.
6.3 Searches. To obtain Sentrion Data, Sentrion runs searches using company names and identifiers from Customer’s account list and Customer’s target titles through its data providers and research tools, and Customer authorizes those searches. Sentrion sends only the identifiers and titles needed for those searches, and does not send Customer’s identity, priorities, user details, or account assignments to them.
6.4 Personal data. For personal data in Customer Data, Sentrion acts as Customer’s service provider and will: (a) process it only to provide the Services, on Customer’s instructions as set out in the Agreement, including creating the information permitted by Section 6.1; (b) keep it confidential and limit access to personnel who need it; (c) reasonably assist Customer with requests from the individuals concerned; and (d) protect, notify, and delete it as set out in Sections 6.5 to 6.8.
6.5 Security. Sentrion will maintain commercially reasonable administrative, technical, and physical safeguards to protect Customer Data, and will, on reasonable request, provide its existing security documentation and answer one consolidated set of reasonable written security questions in any twelve (12) months, requiring no more than two (2) hours of assistance. More help needs written agreement on scope and fees. This limit does not affect Section 6.7 or assistance required by law.
6.6 Subprocessors. As of this version, and apart from the searches described in Section 6.3, the cloud infrastructure providers that store or process Customer Data (“subprocessors”) are Supabase (database hosting), Render (application hosting), Trigger.dev (background jobs), and Amazon Web Services (cloud infrastructure, including Amazon Bedrock for AI processing), each hosted in the United States. Sentrion will email Customer’s primary point of contact at least ten (10) days before adding or replacing one, remains responsible for them, and binds them to confidentiality and security obligations consistent with the Agreement. Sentrion also uses ordinary business tools, such as email, Slack, electronic signature, and Stripe for billing, for its communications with Customer. For Sections 6.5, 6.7, and 6.8, those tools are treated as subprocessors to the extent they process Customer Data on Sentrion’s behalf, under their providers’ standard terms; the advance-notice, flow-down, and United States hosting statements in this Section 6.6 apply only to the cloud infrastructure providers listed above.
6.7 Security incidents. Sentrion will notify Customer without undue delay, and within seventy-two (72) hours, after becoming aware of unauthorized access to, or loss or disclosure of, Customer Data in its or its subprocessors’ control, and will share the information reasonably available to help Customer respond.
6.8 Deletion and return. If Customer gives Sentrion access tokens or credentials for an integration the Order Form lists, Sentrion will stop using them when the Agreement ends and delete them within five (5) business days. Unless Customer asks for earlier deletion in writing, Sentrion will keep an exportable copy of Customer Data and the Deliverables already delivered until the ten (10) business day return-request period below has passed. Within thirty (30) days after the Agreement ends, Sentrion will delete Customer Data or, if Customer asks in writing within ten (10) business days after it ends, first return it, together with one copy of the Deliverables already delivered, in a common electronic format, and will confirm deletion on request. Copies in routine backups are used only for recovery and are deleted on the backup provider’s retention cycle, and any data due for deletion that is restored from a backup will be deleted again promptly; executed agreements, payment and tax records, and correspondence reasonably needed to establish, exercise, or defend legal claims may be kept for as long as reasonably needed for those purposes, with restricted access and not used to provide or improve the Services; data that law requires Sentrion to keep, and aggregated, de-identified information under Section 6.1, may be kept. Kept data remains subject to Section 5.
7. Intellectual property
7.1 Sentrion IP. Sentrion and its licensors own the Sentrion platform, methods, questions, scoring, models, software, prompts, and Sentrion Data, including improvements made during the Services (“Sentrion IP”). No Sentrion IP is transferred under the Agreement. Sentrion IP excludes Customer Data and questions, configurations, and other materials Customer authors independently; using them in the Services does not transfer their ownership.
7.2 Customer Data. Customer and its licensors own Customer Data. Customer grants Sentrion a non-exclusive license to use Customer Data as described in the Agreement during its term and for as long as Sentrion keeps it under Section 6.8.
7.3 Deliverables license. Subject to payment of the Fees for the period in which they were delivered, Sentrion grants Customer a non-exclusive license, transferable only with an assignment permitted under Section 12.2, to use the Deliverables for its internal business purposes, including the contact information in its own sales and marketing, by its personnel and service providers acting for it. Customer may keep using Deliverables delivered before the Agreement ends, and a good-faith billing dispute under Section 4.5 does not suspend this license. Platform access, monitoring, refreshes, and deliveries end when the Agreement ends.
7.4 Restrictions. Customer will not, without Sentrion’s written consent: (a) resell, redistribute, or commercialize the Deliverables or Sentrion IP; (b) use them to build or train a competing account-scoring product; or (c) reverse engineer Sentrion’s models, scoring, or methods.
7.5 Feedback. Sentrion may use Customer’s suggestions and feedback about the Services without restriction, subject to Sections 5 and 6.
8. Warranties
8.1 Authority. Each Party represents that it has the power and authority to enter into the Agreement. Customer represents that it enters into the Agreement for business purposes and not as a consumer.
8.2 Services. Sentrion warrants that it will perform the Services in a professional and workmanlike manner, and that it will comply with laws applicable to its collection and provision of Sentrion Data and include third-party data in the Deliverables only where its license from the provider permits Customer’s use under Section 7.3. Customer remains responsible for its own use and outreach under Section 3.3. If Customer notifies Sentrion of a material deficiency within thirty (30) days after delivery, Sentrion will re-perform the deficient Services. This is Customer’s exclusive remedy for breach of this warranty, without limiting Customer’s rights under Sections 11.2 and 11.3.
8.3 Disclaimer. Except as stated in the Agreement, the Services and Deliverables are provided “as is.” Sentrion disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that third-party data or signals are accurate or complete, that the Deliverables are error-free, or that the Services will be uninterrupted.
9. Limitation of liability
9.1 Excluded damages. To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or business interruption, arising out of or relating to the Agreement.
9.2 Cap. Each Party’s total liability arising out of or relating to the Agreement will not exceed the total Fees paid or payable under the Order Form, or, for an Order Form with a term longer than twelve (12) months, the Fees paid or payable for the twelve (12) months before the event giving rise to the liability.
9.3 Exceptions. Sections 9.1 and 9.2 do not limit: (a) Customer’s obligation to pay the Fees; (b) a Party’s fraud or willful misconduct; or (c) liability that cannot be limited under applicable law.
10. Indemnification
10.1 By Sentrion. Sentrion will defend Customer against any third-party claim that the Services or Deliverables, as provided by Sentrion and used in accordance with the Agreement, infringe that third party’s intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from modifications not made by Sentrion, from combination with products, data, or services not provided by Sentrion to the extent the claim would not have arisen without that combination and the combination was neither contemplated by the Agreement nor authorized by Sentrion in writing, or from use in breach of the Agreement. If such a claim arises, Sentrion may obtain the right for Customer to continue, modify or replace the affected Services or Deliverables without materially reducing the agreed functionality, or end the Agreement and refund prepaid Fees for the unused period.
10.2 By Customer. Customer will defend Sentrion against any third-party claim that Customer Data infringes third-party rights or was provided in violation of law or of Customer’s agreements with others, or arising from Customer’s use of the Deliverables in breach of the Agreement or applicable law, and pay the resulting damages and costs finally awarded or agreed in settlement. Customer has no obligation under this Section to the extent the claim results from Sentrion’s breach of the Agreement or applicable law.
10.3 Procedure. The Party seeking defense will notify the other promptly, let it control the defense and settlement (no settlement may impose an admission or obligation on the defended Party, or fail to release it fully, without its written consent), and cooperate at the defending Party’s expense. Late notice reduces these obligations only to the extent it prejudices the defense. Subject to Section 9.3, defense costs, settlements, and judgments under this Section count toward the cap in Section 9.2, and Section 9.1 does not exclude amounts payable to third parties under this Section.
11. Term and termination
11.1 Term. The Agreement binds both Parties when both have signed the Order Form. Its term runs from the start date the Order Form defines (or, if it defines none, the date of the last signature) for the period stated in it. It does not renew automatically unless the Order Form says so. Any continuation requires a new Order Form or a written extension signed by both Parties.
11.2 Termination for breach. Either Party may end the Agreement by written notice if the other materially breaches it and does not cure within thirty (30) days after notice, or within ten (10) business days for nonpayment.
11.3 Effect. When the Agreement ends: (a) Fees properly due remain payable. If Sentrion ends it under Section 10.1, Customer ends it under Section 11.2 for Sentrion’s breach, or either Party ends it under Section 12.8, Fees are payable only through the end date, prorated by day, and Sentrion will refund prepaid Fees for later days within thirty (30) days; for a full-term prepayment the daily rate is the amount paid divided by the days in the original term, and for monthly payment it is the monthly Fee divided by the days in the monthly billing period in which the Agreement ends. If Sentrion ends it under Section 11.2 for Customer’s breach, Customer remains liable for the total Fees for the committed term, less costs Sentrion reasonably avoids, subject to Section 9; payments already received count toward that amount, and Sentrion will not recover twice; (b) platform access and ongoing Services end; (c) Customer may keep using Deliverables already delivered under Section 7.3; and (d) Sentrion will delete or return Customer Data under Section 6.8.
11.4 Survival. Sections 3.3, 4 (for amounts due), 5, 6, 7, 8.3, 9, 10, 11.3, 11.4, and 12 survive the end of the Agreement, and Section 8.2 survives for deficiencies notified within its thirty-day period.
12. General
12.1 Relationship. The Parties are independent contractors.
12.2 Assignment. Neither Party may assign the Agreement without the other’s written consent, except to an affiliate or to a successor in a merger, acquisition, or sale of substantially all of its assets, with notice to the other Party.
12.3 Publicity. Neither Party will use the other’s name or logo publicly without the other’s written consent, unless the Order Form says otherwise.
12.4 Notices. Notices must be emailed to Customer’s notice email named in the Order Form and, for Sentrion, to rafael@sentrion.ai, or to a replacement notice email designated in writing. They are effective when sent unless a delivery-failure notice is received.
12.5 Governing law and venue. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, except that either Party may seek injunctive relief in any competent court.
12.6 Entire agreement. The Agreement is the entire agreement between the Parties about its subject matter and supersedes prior proposals and communications about it. Proposals, sample pages, security overviews, and product documentation are informational and do not form part of the Agreement unless the Order Form says otherwise. Each Party enters the Agreement relying only on the statements in it and disclaims reliance on any other statement, sample page, or demonstration.
12.7 Amendments. Amendments must be in writing and signed by both Parties, except as Section 2.5 allows.
12.8 Other terms. An Order Form may be signed in counterparts and electronically. If a provision is unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver. Neither Party is liable for delays caused by events beyond its reasonable control, other than payment obligations. If such an event prevents Sentrion from providing the Services for fifteen (15) consecutive days, either Party may end the Agreement by written notice, and Section 11.3(a) applies. A breach of Section 5 or Section 7.4 may cause harm that money cannot fully repair, and the other Party may seek injunctive relief for it. The Agreement creates no third-party beneficiary rights. A business day is a day other than a Saturday, Sunday, or United States federal holiday.
Contact. Sentrion, Inc., 169 Madison Ave, Suite 15661, New York, NY 10016, United States. rafael@sentrion.ai