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License Agreement - Sensei IQ

21st March 2025

AGREEMENT​

This License Agreement (Agreement), effective as of the date of execution below, sets forth terms under which Sensei Project Solutions, Inc. (Sensei) will license Sensei IQ (“Solution” or “Solutions”) to an end user (Company) for a specified term (“Term”).

TERM AND TERMINATION​

Sensei hereby grants to Company a License to the Solution for the Sensei IQ level, the number of users, and for the Subscription Term specified in a Statement of Work or similar such purchase agreement (SOW). The Subscription commences on the date of Solution installation. Subscriptions must be prepaid for each Term; nonpayment shall be grounds for immediate termination of License; and no refunds will be given for partial Terms. Notwithstanding the foregoing, Sensei will provide a full refund of the Subscription cost for cancellation of Solution within 30 (thirty) calendar days of initial Subscription commencement.

Upon termination, Company shall cease any and all active use of Solution. Notwithstanding the foregoing, upon termination Company retains the right to read-only access to Solution and all Company data.

LICENSE AND INTELLECTUAL PROPERTY RIGHTS​

Sensei licenses the Solution to Company for use on one Power Platform Environment (“Environment”). For purposes of this Agreement, an Environment is one that is used on a regular basis to manage ‘live’ project-related information in the operations of the Company. For any Solution that is charged based on the number of users, a User is any entity with an active user logon account in the Environment where the Solution is deployed.  The list of active users may be found in the Environment System Users list and are counted for each Sensei IQ Security Role.  The number of Users will be reviewed Quarterly. If the review reflects a higher price tier for the number of users, the Subscription rate will be adjusted accordingly on a pro-rated basis for the balance of the Subscription Term.

Company must acquire a separate license for each Environment to which the Solution is deployed. Sensei hereby grants to Company a non-exclusive, royalty-free, license to use, display and otherwise fully exploit the Solution for the purposes for which it is intended for its own internal use only. Internal use shall include use by Company, its affiliates, contractors, consultants and their employees.

Notwithstanding the foregoing or any assertion to the contrary, the Solution shall remain the sole and exclusive property of Sensei, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Sensei will own the Solution, including but not limited to its designs, ideas, processes and other materials, and all Intellectual Property Rights therein and thereto. Nothing in this Agreement shall be construed as transferring ownership right in the Solution to Company or any third party. Company may not sell, copy or otherwise distribute the Solution to a third party. All information and data inputted by or on behalf of the Company into the Solution and information and data generated from such input shall be the Company’s property. Company shall be able to access such information at any time and download such information in the appropriate format.

COMPANY DATA​

Sensei does not use, store, or manage Company data. All data resides within the Company’s Microsoft 365 tenant within Microsoft Corporation’s datacenters (in accordance with the Company-selected Microsoft region when provisioning a Power Apps environment). Microsoft has specific policies regarding the deprovisioning and deletion of Company data if a Company chooses to leave M365 here: Data retention, deletion, and destruction in Microsoft 365 - Microsoft Service Assurance | Microsoft Docs. If Sensei is apprised of a Microsoft data breach that would affect a Company tenant, Sensei would communicate this to Company immediately; notwithstanding that fact, communication regarding the breach and follow-up action plan is the responsibility of Microsoft Corporation. Microsoft Corporation’s policies on data breach can be found here: Breach Notification - Microsoft GDPR | Microsoft Docs.

LIMITED WARRANTY AND REPRESENTATIONS​

Sensei represents and warrants that it has the right to enter into this Agreement and grant the rights set forth herein. Sensei further warrants that it is the owner of the Solution, including all Intellectual Property Rights therein or thereto, or otherwise has all rights necessary to grant to Company the rights and licenses granted hereunder without violating any third party’s rights. Nothing in the Solution infringes, misappropriates or otherwise violates any Intellectual Property Right of any third person.

Sensei will indemnify, defend and hold harmless Company, its Affiliates, and Company’s and its Affiliates’ respective officers, directors, shareholders, employees, agents, successors and assigns from and against any and all liabilities, losses, claims, damages, demands, costs and expenses (including attorneys’ fees, including to enforce this indemnity) arising from or related to any third party claim, action, suit, demand, investigation or proceeding arising from any breach or alleged breach of the foregoing representations and warranties.

Sensei warrants that it has taken commercially reasonable precautions to ensure that the software will not have viruses, malware, spyware, or similar flaws. Sensei further warrants that the Solution shall perform essentially pursuant to its documentation and specifications as detailed on Docs.Sensei.Cloud or communicated by Sensei from time to time. Except for the limited warranties expressly provided in this Agreement, all implied warranties are disclaimed. In no event will Sensei or any of its directors, officers, employees or agents be liable to Company for any consequential, incidental or indirect damages arising out of the use of or inability to use the Solution even if Sensei or any of its directors, officers, employees or agents have been advised of the possibility of such damages. Because some states do not allow exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Company. Sensei’s liability to Company for actual damages from any causes whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), will be limited to an amount equal to the money paid by Company to Sensei for the Solution.