---
title: "Sensei IQ License Terms"
sidebar_label: "License Terms"
description: "The license and use terms for Sensei IQ, governing the relationship between Sensei Project Solutions, Inc. and the customer ordering the Solution."
last_updated: 2026-05-08
---

![](./media/Sensei-Summer-2016-193.png)

# Sensei IQ License Terms

These Sensei IQ License Terms (the "License" or "License Agreement") are made available by Sensei Project Solutions, Inc., an Arizona corporation ("Sensei"), and govern the license and use of Sensei IQ (the "Solution") by the customer ("Company") that orders the Solution from Sensei. Company agrees to be bound by this License, and this License is incorporated by reference into the resulting order, when Company either (i) signs a Statement of Work, order form, or similar agreement with Sensei that references Sensei IQ, or (ii) submits a purchase order or similar purchase document to Sensei that references Sensei IQ (in each case, an "SOW"). This License does not require separate execution. The SOW sets the commercial terms (edition, number of users, fees, and Subscription Term); these License Terms set the legal and operational framework for the Solution. In the event of a conflict between this License and an SOW, this License controls except for commercial terms expressly stated in the SOW. The licensing and use of the Solution is governed exclusively by this License; professional services performed by Sensei in relation to the Solution are governed by the parties' Master Services Agreement ("MSA"), or, if none, by the SOW. In the event of a conflict between this License, on the one hand, and the MSA or an SOW, on the other hand: (a) this License controls with respect to the Solution; (b) the MSA (or, if no MSA is in place, the SOW) controls with respect to professional services; and (c) commercial terms expressly stated in the SOW control over both with respect to the specific engagement covered by that SOW. For the avoidance of doubt, pre-printed terms on a Company purchase order or similar document beyond the commercial terms accepted by Sensei have no force or effect, regardless of acknowledgment by Sensei.

## 1. Solution Deployment and Key Terms

The Solution is deployed within Company's Microsoft 365 / Microsoft Power Platform tenant (the "Tenant"), hosted by Microsoft Corporation ("Microsoft"). Capitalized terms used in this License have the following meanings: "Authorized Users" are the persons assigned a Power Apps security role which provides access to the Sensei IQ application. The security role may be either directly assigned to the account or assigned via membership to a Microsoft Entra ID Security Group. The security role may be either a default Sensei IQ security role or one that has been customized by or for the Company (one unique person per User Principal Name); each Authorized User must be an employee, contractor, or consultant of Company or its affiliates who is authorized by Company to access the Solution for Company's internal business purposes and is bound by confidentiality and use restrictions at least as protective as this License; "Customer Data" means data, content, and outputs submitted by or on behalf of Company or its Authorized Users to the Solution, including data residing in the Tenant; "Documentation" is the user and technical documentation Sensei makes generally available at https://docs.senseiiq.cloud/ (or a successor location); "Microsoft Services" means the Microsoft 365, Power Platform, Dataverse, Azure, and related Microsoft cloud services that host the Tenant; "Subscription Term" means the period specified in the SOW, beginning on the Effective Date stated in the SOW or, if not stated, the earlier of the date Company first accesses the Solution and the date Sensei completes the initial Solution walk-through; and "Problem Ticket" means a system error or malfunction that causes a failure in functionality.

## 2. License, Restrictions, and Intellectual Property

### License Grant

Subject to this License and Company's timely payment of all fees due under the SOW, Sensei grants Company a non-exclusive, non-transferable, non-sublicensable, royalty-free license, during the Subscription Term, to use and display the Solution in accordance with the Documentation for Company's internal business purposes only, including use by Authorized Users solely on behalf of, and for the benefit of, Company and its affiliates. Company is responsible for the acts and omissions of its Authorized Users. Each production environment in which the Solution is deployed requires a separate license; Company may deploy the Solution in a non-production environment (e.g., development, test, or sandbox) for an additional fixed annual license fee.

### User Counts

For fee purposes, the number of Authorized Users (i.e., persons with an active Sensei IQ Security Role assignment in the Tenant, counted as one unique person per User Principal Name) will be reviewed quarterly. If the review reflects a higher price tier, Sensei will notify Company in writing, and the Subscription rate will be adjusted on a pro-rated basis for the balance of the Subscription Term. Company will have thirty (30) days following such notice to remove Authorized Users and avoid the increase.

### Restrictions

Company shall not, and shall not permit any third party to: (a) sell, resell, sublicense, lease, distribute, host, or commercially exploit the Solution; (b) make the Solution available to anyone other than Authorized Users; (c) reverse engineer, decompile, or otherwise attempt to derive source code, structure, or trade secrets of the Solution, except to the extent (and only to the extent) such restriction is prohibited by law; (d) modify, translate, or create derivative works of the Solution; (e) remove or obscure proprietary notices; (f) use the Solution to build, train, or improve a competing product, or to conduct competitive analysis or benchmarking; (g) interfere with the Solution's integrity, performance, or security; (h) use the Solution in violation of applicable law or in a manner that infringes any third-party right; or (i) introduce viruses, malware, or other malicious code into the Solution.

### Intellectual Property

All Sensei intellectual property, including the Solution and all designs, ideas, processes, code, configurations, and Documentation, remains the sole and exclusive property of Sensei, including all copyrights, trademarks, patents, trade secrets, and other proprietary rights. Sensei reserves all rights not expressly granted; there are no implied licenses. As between the Parties, Company owns all right, title, and interest in and to the Customer Data. If Company provides Sensei with suggestions, feedback, or ideas regarding the Solution ("Feedback"), Company grants Sensei a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and incorporate such Feedback into Sensei products and services without attribution or other obligation.

## 3. Subscription Term, Fees, and Termination

### Term and Renewal

The Subscription Term begins on the Effective Date and continues for the period set forth in the SOW. Unless the SOW states otherwise, the Subscription Term will automatically renew for successive terms equal to the then-expiring term unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal fees will be at Sensei's then-current rates, provided that Sensei will give Company at least sixty (60) days' prior written notice of any fee increase exceeding five percent (5%).

### Fees and Payment

Subscriptions must be prepaid for each Subscription Term. Nonpayment is grounds for termination if Company fails to cure within ten (10) calendar days after written notice. All fees are non-refundable. No refunds, credits, or proration will be given for any cancellation, non-use, partial use, or termination by Company during a Subscription Term, regardless of whether or to what extent Company uses the Solution. Notwithstanding the foregoing, Sensei will provide a full refund of fees paid if Company cancels the Solution within thirty (30) calendar days following commencement of Company's initial Subscription Term (this thirty-day cancellation right applies only to the initial Subscription Term and does not apply to any renewal term).

### Termination for Cause; Suspension

Either Party may terminate this License (or any affected SOW) upon thirty (30) days' written notice of a material breach if such breach remains uncured at the end of such notice period (or, for nonpayment, the cure period above). Either Party may also terminate immediately upon written notice if the other Party becomes insolvent, files for bankruptcy that is not dismissed within sixty (60) days, makes a general assignment for the benefit of creditors, or ceases to do business in the ordinary course. Sensei may suspend access (limited in scope and duration) if Company is in material breach, Company's use poses an imminent security risk, or suspension is required by law.

### Effects of Termination

Upon expiration or termination, all licenses cease and Company shall stop using the Solution; any accrued fees become immediately due. Because Customer Data resides in Company's own Tenant, Company retains access through the Tenant subject to Company's arrangements with Microsoft. For thirty (30) days following termination, Sensei will, at Company's request, provide reasonable cooperation to enable Company to extract Customer Data in a commonly used, machine-readable format; thereafter Sensei may deactivate or remove Solution components from the Tenant. Provisions that by their nature should survive (including intellectual property, confidentiality, accrued payments, indemnification, limitation of liability, and general terms) survive termination.

## 4. Customer Data, Security, and Privacy

Customer Data resides within Company's Tenant inside Microsoft Corporation's datacenters. Company is responsible for the configuration, identity and access management, backup, retention, and security of its Tenant and the Microsoft Services. Sensei does not host or maintain a separate copy of Customer Data outside the Tenant; Sensei accesses Customer Data only as reasonably necessary to provide, support, configure, or troubleshoot the Solution at Company's request. Sensei will use such Customer Data solely to provide, support, secure, and improve the Solution and as authorized by Company in writing, will not sell or disclose Customer Data to any third party except as permitted by this License or required by law, and will comply with applicable data protection and privacy laws. Sensei may collect and use de-identified, aggregated, or statistical data derived from operation of the Solution for product analytics, security, and improvement, provided such data does not identify Company, any Authorized User, or any individual.

Sensei will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Solution components Sensei delivers, configures, or maintains and any Customer Data Sensei accesses, against unauthorized access, use, alteration, or disclosure. These safeguards include written information security policies, role-based access controls, multi-factor authentication for personnel with access to Customer Data, secure software development practices, and regular security training. If Sensei becomes aware of a security incident or Microsoft data breach that affects, or that Sensei reasonably believes is likely to affect, Company's Tenant or Customer Data, Sensei will notify Company without undue delay (and in any event within seventy-two (72) hours) and will reasonably cooperate with Company's investigation and response. Where the underlying incident is at the Microsoft infrastructure layer, primary breach communication and follow-up are Microsoft's responsibility under Company's direct agreement(s) with Microsoft. Sensei may use subcontractors and sub-processors (including Microsoft) to perform its obligations and remains responsible for their acts and omissions; Sensei will, on written request, provide Company with a list of its then-current sub-processors that have access to Customer Data. The Parties will, on Company's reasonable request, enter into a data processing addendum on mutually acceptable terms to the extent Customer Data includes "personal data" or "personal information" under applicable law.

## 5. Service Levels and Support

Because the Solution runs in Company's Tenant on Microsoft-hosted infrastructure, Solution availability depends materially on Microsoft. Sensei does not warrant or commit to any uptime percentage for the Microsoft Services or for the Tenant; Microsoft's service-level commitments apply directly between Microsoft and Company. Sensei warrants that Sensei-supplied Solution components, when properly deployed and configured, will not be the cause of material unavailability of the Solution within a properly functioning Microsoft Services environment. During the Subscription Term, Sensei will provide Company with technical support for the Solution by submitting a Problem Ticket through Sensei's then-current support platform. Sensei will use commercially reasonable efforts to acknowledge support requests within twelve (12) business hours of receipt. Acknowledgment may be made through any reasonable channel and does not commit Sensei to any particular form of response or resolution timeline. Sensei may, from time to time and at no additional charge during the Subscription Term, provide updates, upgrades, patches, or enhancements; such updates are part of the Solution. Sensei will not materially diminish core Solution functionality during the Subscription Term except as required for security, legal compliance, or to address dependencies on the Microsoft Services.

## 6. Confidentiality

"Confidential Information" means non-public information disclosed by one Party ("Discloser") to the other ("Recipient") that is marked or reasonably should be understood to be confidential, including the terms of this License and each SOW, Sensei's non-public Solution architecture, source code, roadmaps, and pricing, and Company's Customer Data and business information. Recipient will (i) use Confidential Information solely to perform under this License, (ii) protect it with at least the same degree of care it uses for its own confidential information of similar nature (and no less than reasonable care), and (iii) not disclose it to any third party except to its employees, affiliates, contractors, and professional advisors who have a need to know and are bound by similar confidentiality obligations. Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known prior, is rightfully obtained from a third party not under a duty of confidentiality or is independently developed without use of the Confidential Information. Recipient may disclose Confidential Information if required by law or court order, with prompt notice (where legally permitted) and reasonable cooperation to limit such disclosure.

## 7. Warranties, Indemnification, and Limitation of Liability

### Sensei Warranties

Sensei represents and warrants that (i) it has the right to grant the licenses and rights granted herein; (ii) the Solution, as delivered by Sensei and used in accordance with this License and the Documentation, does not infringe any third party's intellectual property rights; (iii) Sensei has taken commercially reasonable precautions to ensure the Solution will not contain viruses, malware, spyware, or similar malicious code; and (iv) the Solution will perform essentially in accordance with its then-current Documentation. As Company's sole remedy for breach of the performance warranty, Sensei will use commercially reasonable efforts to correct the non-conformity at no additional charge; if Sensei is unable to do so within thirty (30) days of detailed written notice, either Party may terminate the affected SOW and Sensei will refund any prepaid, unearned fees for the affected portion.

### Disclaimer

EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY PROVIDED, THE SOLUTION IS PROVIDED "AS IS," AND SENSEI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SENSEI DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL OPERATE IN COMBINATION WITH NON-SENSEI SOFTWARE, SERVICES, OR HARDWARE (INCLUDING THE MICROSOFT SERVICES).

### Indemnification by Sensei

Sensei will defend and indemnify Company and its affiliates and their respective officers, directors, employees, and agents against any third-party claim alleging that the Solution, as provided by Sensei and used by Company in accordance with this License and the Documentation, infringes the third party's patent, copyright, trademark, or trade secret rights, and will pay damages and reasonable attorneys' fees finally awarded against Company (or settlement amounts approved by Sensei). This obligation does not apply to the extent a claim arises from: (i) modifications to the Solution made by anyone other than Sensei or its authorized contractors; (ii) combination of the Solution with software, services, hardware, data, or other materials not provided by Sensei (including the Microsoft Services or Customer Data) where the claim would have been avoided absent such combination; (iii) use of the Solution after notice from Sensei to discontinue; (iv) use in violation of this License or applicable law; or (v) Customer Data. Sensei may, at its option, (a) procure for Company the right to continue using the Solution, (b) modify or replace the Solution to make it non-infringing without materially diminishing functionality, or (c) terminate the affected portion of this License and refund prepaid, unearned fees. The foregoing is Sensei's sole liability and Company's exclusive remedy for any third-party intellectual property claim.

### Indemnification by Company

Company will defend and indemnify Sensei and its affiliates and their respective officers, directors, employees, and agents against any third-party claim and pay damages and reasonable attorneys' fees finally awarded (or settlement amounts approved by Company) arising from (i) Customer Data, including any claim that Customer Data infringes any third-party right; (ii) Company's or any Authorized User's use of the Solution in violation of this License, the Documentation, or applicable law; or (iii) Company's breach of this License.

### Indemnification Procedure

The party seeking indemnification will promptly notify the indemnifying party in writing (delay only excuses obligations to the extent of prejudice), give the indemnifying party sole control of defense and settlement (no settlement imposing non-monetary obligations or admissions on the indemnified party without consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.

### Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS LICENSE, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR LIABILITY ARISING FROM THE CARVE-OUTS BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS LICENSE WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO SENSEI UNDER THE APPLICABLE SOW(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (THE "CAP"). The exclusions and Cap above do not apply to: (i) a Party's indemnification obligations; (ii) breach of confidentiality obligations (other than involving Customer Data, which is subject to clause (iii)); (iii) Sensei's breach of its data security or privacy obligations resulting in unauthorized access to or disclosure of Customer Data, for which each Party's aggregate liability will not exceed two (2) times the Cap; (iv) Company's payment obligations; (v) gross negligence, willful misconduct, or fraud; or (vi) liability that cannot be limited under applicable law.

## 8. Insurance

During the Subscription Term, Sensei maintains, at its own expense, the following insurance with reputable insurers: (a) Commercial General Liability of not less than $1,000,000 per occurrence and $2,000,000 general aggregate (and $2,000,000 products-completed operations aggregate); (b) Hired and Non-Owned Auto Liability with a $1,000,000 combined single limit; (c) Umbrella / Excess Liability of not less than $4,000,000 per occurrence and $4,000,000 in the aggregate; (d) Professional Liability / Errors and Omissions of not less than $5,000,000 per claim and in the aggregate; (e) Cyber Liability of not less than $2,000,000 in the aggregate; and (f) Workers' Compensation as required by law and Employers' Liability of not less than $1,000,000 each accident, $1,000,000 each employee by disease, and $1,000,000 policy limit by disease. Sensei will provide a certificate of insurance upon written request.

## 9. General

This License is governed by the laws of the State of Arizona, without regard to its conflicts-of-laws principles, and the Parties consent to the exclusive jurisdiction of the state and federal courts in Maricopa County, Arizona, except that either Party may seek injunctive relief in any court of competent jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Notices required under this License must be in writing and sent to the address in the SOW, deemed given on personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after certified mail; routine operational notices may be sent by email to the contacts identified in the SOW. Neither Party is liable for delays or failures (other than payment) due to causes beyond its reasonable control, including failures of the Microsoft Services. Neither Party may assign this License without the other's prior written consent (not unreasonably withheld), except either Party may assign without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets. The Parties are independent contractors; this License creates no agency, partnership, joint venture, or employment relationship and confers no rights on third parties. Each Party will comply with applicable export control, sanctions, and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act). If any provision is held invalid or unenforceable, the remainder will remain in effect and the invalid provision will be modified only to the extent necessary; no failure or delay in exercising a right is a waiver, and waivers must be in writing and signed by the waiving Party. This License (together with all SOWs) constitutes the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications with respect to such subject matter. The subject matter of this License is the licensing and use of the Solution, including the rights, restrictions, support, data protection, warranties, and remedies relating thereto; this License does not govern professional services performed by Sensei, which are governed by the parties' MSA and/or SOW. This License may be amended only by a written instrument signed by both Parties or by an updated version of these License Terms referenced in a subsequent SOW signed by Company.

## Changelog
| Date | Change | Author |
|------|--------|--------|
| 2026-05-08 | Replaced prior License Agreement (dated 21 March 2025) with the new Sensei IQ License Terms — full rewrite. Page title and sidebar label updated from "License Agreement" to "License Terms". URL slug `policy/eula` preserved for bookmark continuity. | Claude Code |
| 2026-03-06 | Original License Agreement migrated from old DocFX site | Claude Code |