Sennoslink Terms of Use
Last Updated: August 14, 2025
1. Acceptance of Terms
These Terms of Use (the "Terms") are a legal contract between Precision Fermentation, Inc. DBA “Sennos” ("Sennos", "us" and "ours") and "you" or "User" and govern the use of the Sennoslink Application and receipt of the Sensor Data (both defined below). Sennos provides analytics products and services designed to allow our customers to monitor their fermentation or other biochemical processes in real time (collectively, the "Sennosystem Platform or “Platform””). The Platform consists of a sensor-array device (the “SennosM3” or “Intelligent Sensor Modules”)), designed to be affixed to a fermentation tank or other approved industrial device via connectors (collectively, the "Equipment") a software application or suite of applications ( "Sennoslink" or “Application”), and a data analytics / artificial intelligence engine (“SennosIQ” or “ Intelligent Analytics”) which provides real-time information and analytics regarding the fermentation or other biochemical processes occurring in the fermentation tank or other approved industrial device to which the Equipment is affixed (the "Sensor Data").
The Application is owned and operated by Sennos and may only be used in conjunction with properly licensed, installed and calibrated Equipment. The Equipment and the rights and responsibilities with regard to such Equipment are subject to the Sennos - Master Subscription Agreement[1], which is executed between a customer ("Subscriber") and Sennos (the "Subscription Agreement"). Employees, contractors and agents who Subscriber authorizes to use the Application on Subscriber's behalf under the rights granted to Subscriber, are denominated Authorized Users. Subscriber and Authorized Users are, together or each as applicable, "Users" or "User" hereunder.
PLEASE READ THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS, OR BY EXECUTING AN ORDER FORM OR AGREEMENT THAT INCLUDES THESE TERMS BY REFERENCE, YOU REPRESENT THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND/OR THAT YOU HAVE THE LEGAL AUTHORITY TO DO SO ON BEHALF OF THE ENTITY YOU REPRESENT.
These Terms may be revised by Sennos at any time for any reason, and Sennos will provide you notice of these changes by any reasonable means at Sennos's discretion, including by providing notice through the Application. You can determine when these Terms were last updated by referring to the "Last Updated" legend at the top of these Terms. By clicking "I agree" on the revised Terms or continuing to access or use the Application or the Sensor Data, you confirm your acceptance of the revised Terms and all the terms incorporated herein by reference. Sennos strongly recommends that you periodically visit this page to review these Terms. If you do not agree to the revised Terms, you may not access or use the Application or receive the Sensor Data.
To the extent any of the provisions contained in these Terms conflict with the terms of the Subscription Agreement, these Terms shall govern solely with regard to the Application and the Sensor Data and the terms of the Subscription Agreement shall govern with regard to the Equipment and the additional services provided thereunder. However, to the extent there is a conflict between these documents, the terms of the Subscription Agreement take precedence.
2. Registration
In order to access and use the Application and receive the Sensor Data, you must complete the registration process. You agree to provide current, accurate and complete registration information during the registration process, consistent with the information that you previously provided to Sennos in the Subscription Agreement.
During the registration process, the Subscriber's administrator (an employee of Subscriber assigned to the administrator role, the "Administrator") will create sets of log-in credentials for Authorized Users to access and use the Application on Subscriber's behalf. For clarity, the Administrator is considered an Authorized User for purposes of this Agreement.
3. Access to and Use of the Application and Sensor Data
Subject to and conditioned on Subscriber's payment of the fees and other amounts described in the Subscription Agreement and compliance with the terms and conditions of the Subscription Agreement and these Terms, Sennos hereby grants to each User a limited, revocable, non-exclusive, non-transferable, non-assignable right and license, without the right to sublicense, to access and use the Application and receive the Sensor Data, solely for use by the Users in Subscriber's internal business operations in connection with use of the Platform solution under these Terms and the Subscriber Agreement, during the term of the applicable subscription. Users will not use the Application or Sensor Data for any purposes beyond the scope of the access granted in these Terms and the Subscriber Agreement. Users will not, at any time, directly or indirectly, and will not permit any unauthorized third party to: (a) copy, modify or create derivative works of the Application, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publicly publish, transfer or otherwise make available the Application or Sensor Data to any other person or entity; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Application, (d) remove any proprietary notices from the Application or Sensor Data; or (e) use the Application or Sensor Data in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
User agrees that any alteration, tampering, or the receipt of Sensor Data at a location other than the Premises, is prohibited and constitutes a material breach of the terms of this Agreement. User hereby agrees that it shall not publish or otherwise share any Sensor Data, performance characterizations or other data generated by the Platform. User understands and agrees that Sensor Data is for informational purposes only and it is not intended for accreditation or for obtaining any kind of certifications, including but not limited to certifications regarding alcohol content in fermentation processes.
Notwithstanding anything to the contrary in these Terms, Sennos may suspend Subscriber's, or any Authorized User's, access to the Application and Sensor Data if Sennos reasonably determines that (i) there is a threat to any of the Sennos IP (defined in Section 5 below); (ii) Subscriber's, or any Authorized User's, use of the Application or Sensor Data disrupts or poses a security risk to the Sennos IP or to any other customer or vendor of Sennos; (iii) Subscriber, or any Authorized User, is using the Application or Sensor Data for fraudulent or illegal activities or otherwise in breach of these Terms or the Subscription Agreement; (iv) subject to applicable law, Subscriber has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (v) Sennos is required to do so by applicable law or pursuant to a judicial or other governmental demand or order, subpoena or law enforcement request Sennos may also temporarily suspend Users access to all or any portion of the Application or Sensor Data for non-payment of any amounts due under the Subscription Agreement, or if any vendor of Sennos has suspended or terminated Sennos's access to or use of any third-party services or products required to enable a User to access the Sensor Data. In the event of a service suspension of the sort described in the foregoing sentence, Sennos will use commercially reasonable efforts to provide written notice of any such suspension to User and to provide updates regarding resumption of access to the Sensor Data, and Sennos will use commercially reasonable efforts to resume providing access to the Sensor Data as soon as reasonably possible after the event giving rise to such suspension has been cured. Sennos will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Subscriber or any Authorized User may incur as a result of a suspension described in this paragraph.
Notwithstanding anything to the contrary in these Terms, Sennos may monitor Users use of the Application and Sensor Data and collect and compile data and information related to Users' use of the Application and Sensor Data, which Sennos may use in an aggregated and anonymized manner (collectively, the "Aggregated Data"). As between Sennos and User, all right, title and interest in and to the Aggregated Data, and all intellectual property rights therein, belong to and are retained by Sennos. User acknowledges that Sennos may compile Aggregated Data based on information, data and other content, in any form or medium, that is submitted, inputted or otherwise transmitted by or on behalf of a User through the Application (collectively, the "User Data"). User acknowledges that Sennos may use the Aggregated Data for any and all purposes in its discretion, including, without limitation, the development and improvement of products and services, provided that such Aggregated Data does not disclose User's Confidential Information. For sake of clarity, Sensor Data does not include User Data.
4. User Responsibilities
User is solely responsible and liable for all uses of the Application and Sensor Data resulting from access thereto provided to User, directly or indirectly, whether such access or use is permitted or in violation of these Terms. Without limiting the generality of the foregoing, Subscriber is responsible for all acts and omissions of the Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Subscriber will be deemed a breach of these Terms by Subscriber.
User is solely responsible for (a) maintaining its information technology hardware, software and systems, including Internet access, in order to access the Sensor Data; (b) ensuring the accuracy and completeness of the User Data; (c) maintaining the necessary and desired back-ups of all User Data; and (d) any and all actions (or inactions) taken as a result of use of the Application and/or Sensor Data. The parties to these Terms (the "parties") acknowledge and agree that Sennos shall have no obligation to return the User Data to User, and that any User request for copies of User Data may result in additional charges to User.
User shall notify Sennos by email at support@sennos.com in the event User encounters any problems with the Application. Sennos shall provide standard customer support during the hours of 9:00 AM and 5:00 PM ET, Monday to Friday, excluding bank holidays.
5. Intellectual Property
Sennos reserves all rights not expressly granted to User under these Terms. Except for the limited rights and licenses granted herein, nothing in these Terms grants, by implication, waiver, estoppel or otherwise, to User or any third party any intellectual property rights or other rights, title or interest in or to the Application, the Sensor Data, the Aggregated Data, the Platform, and any and all intellectual property embodied therein (the "Sennos IP"). User acknowledged that, as between the parties, Sennos owns all right, title and interest in and to the Sennos IP.
Sennos acknowledges that, as between the parties, User owns all right, title and interest in and to the User Data. User hereby grants to Sennos a non-exclusive, royalty-free, worldwide license to reproduce, distribute and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Sennos to provide the Sensor Data to User, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify and otherwise use and display the User Data as incorporated within the Aggregated Data on an aggregated and anonymized basis.
If User sends, transmits or otherwise communicates to Sennos any suggestions or recommendations for changes to the Application, the Sensor Data or the Equipment, including new features or functionality relating thereto, or any comments, questions or suggestions (collectively, "Feedback"), Sennos is free to use such Feedback irrespective of and without any other obligation or limitation between the parties governing such Feedback. User hereby assigns to Sennos all right, title and interest in and to, and Sennos is free to use, without attribution or compensation to any party, any ideas, know-how, concepts, techniques or other intellectual property rights contained in the Feedback, for any purposes whatsoever, although Sennos is not obligated to use any Feedback.
6. Service Availability
Subject to the terms and conditions of these Terms, Sennos will use commercially reasonable efforts to make the Application and Sensor Data available at least ninety-eight percent (98%) of the time, excluding unavailability as a result of any of the Exceptions described below in this Section 6. The following are "Exceptions", and neither the Application nor Sensor Data will be considered un-available, in whole or in part, due to any: (a) act or omission by User in accessing or using of the Application that does not strictly comply with the Subscription Agreement or these Terms; (b) User's Internet connectivity; (c) Force Majeure Event (as defined in Section 13 below); (d) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Sennos, including a failure, interruption, outage or other problem caused by or originating with Sennos's third party hosting service; (e) scheduled downtime for routine maintenance; or (f) disabling, suspension or termination of the Application or Sensor Data in accordance with these Terms.
7. WARRANTY DISCLAIMER
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THE SUBSCRIPTION AGREEMENT, THE DASHBOARD AND FERMENTATION DATA, AND THE Sennos IP CONTAINED THEREIN, IS PROVIDED "AS IS", AND Sennos HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. Sennos SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. Sennos MAKES NO WARRANTY OF ANY KIND THAT THE DASHBOARD OR FERMENTATION DATA, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER ANALYTICS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
8. Sennos Indemnification
Sennos shall indemnify, defend and hold harmless User from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by User resulting from any third-party claim, suit, action or proceeding ("Third-Party Claim') that the Application or Sensor Data used in accordance with these Terms, infringes or misappropriates such third party's U.S. intellectual property rights, provided that User promptly notifies Sennos in writing of the claim, cooperates with Sennos, and allows Sennos sole authority to control the defense and settlement of such claim.
If such claim appears possible, User agrees to permit Sennos, at Sennos's sole discretion, to (a) modify or replace the Sensor Data or Application, or any component or part thereof, to make it non-infringing, or (b) obtain the right for User to continue use thereof. If Sennos determines that neither alternative is commercially reasonably available, Sennos may terminate these Terms, in their entirety or with respect to the affected component or part, effective immediately on written notice to User in accordance with the Subscription Agreement.
The indemnification obligations set forth in this Section 8 will not apply to the extent the alleged infringement arises from or is related to (i) use of the Application or Sensor Data in combination with data, software, hardware, equipment or technology not provided by Sennos or authorized by Sennos in writing; (ii) modification of the Application or Sensor Data not made by Sennos, or (iii) User Data.
9. User Indemnification
User shall indemnify, hold harmless, and, at Sennos's option, defend Sennos from and against any and all Losses resulting from any Third-Party Claim that the User Data, or any use of the User Data, in accordance with these Terms, infringes or misappropriates any such third party's intellectual property rights, and any Third-Party Claims based on User's (a) use of the Application or Sensor Data in a manner not authorized by these Terms; (b) use of the Application or Sensor Data in combination with data, software, hardware, equipment or technology not provided by Sennos or authorized by Sennos in writing; or (c) modifications to the Application or Sensor Data not made by Sennos; provided that User may not settle any Third-Party Claim against Sennos unless Sennos consents to such settlement, and further provided that Sennos will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
10. SOLE REMEDY
SECTIONS 8 AND 9 ABOVE SET FORTH USER'S SOLE REMEDIES AND Sennos SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE DASHBOARD OR FERMENTATION DATA INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
11. LIMITATIONS OF LIABILITY
IN NO EVENT WILL Sennos BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE FOR ANY (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES; IN EACH CASE REGARDLESS OF WHETHER Sennos WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGE WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL Sennos'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY USER UNDER THE SUBSCRIPTION AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Termination of Access
User's access to and right to use the Application and Sensor Data will terminate upon the expiration or termination of the Subscription Agreement. Upon termination of these Terms with regard to the User, the following provisions of these Terms will survive: Sections 3 (solely with regard to Aggregated Data), 5, 7, 8, 9, 10, 11, 12 (solely with regard to surviving provisions) and 13.
13. Miscellaneous
(i) The confidentiality provisions of the Subscription Agreement are hereby incorporated herein in their entirety; each party's confidentiality obligations as set forth in the Subscription Agreement shall apply to any and all Confidential Information disclosed or made available by one party to the other under these Terms.
(ii) These Terms constitute the sole and entire agreement of the parties with respect to the Application and Sensor Data and supersedes all prior and contemporaneous understandings, agreements and representations and warranties, whether written or oral, with respect to such subject matter.
(iii) Neither party will issue or release any announcement, statement, press release or other publicity or marketing materials relating to these Terms or otherwise use the other party's trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed, provided, however, that Sennos may, without Subscriber's consent, include Subscriber's name and/or other indicia in its lists of Sennos's current or former customers of Sennos in promotional and marketing materials.
(iv) All notices, requests, consents and other communications hereunder must be provided in accordance with the terms of the Subscription Agreement.
(v) In no event will Sennos be liable to User, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Sennos's reasonable control (a "Force Majeure Event"), including, but not limited to acts of God, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority.
(vi) For purposes of these Terms: (a) the words "include "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein" "hereof:' "hereby," "hereto" and "hereunder" refer to these Terms as a whole; and (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa.
(vii) The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
(viii) User will not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Sennos's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving User (regardless of whether User is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under these Terms for which Sennos's prior written consent is required. No delegation or other transfer will relieve User of any of its obligations or performance under these Terms. Any purported assignment, delegation or transfer in violation of this Section 13 is void. These Terms are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
(ix) No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms will operate or be construed as a waiver thereof.
(x) If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, such term or other provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties and the remainder of these Terms will remain in full force and effect.
(xi) These Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision. Any dispute arising out of the Terms shall be governed by the dispute resolution procedures set forth in the Subscription Agreement.