Terms and Conditions


Last Updated: March 16, 2023

These Terms of Use (the “Terms”) set forth the terms and conditions that govern (i) access to, and use of the application provided by Siena (as defined below) (the “Platform”), (ii) the access to, and use of our website available at the URL www.siena.cx („Site”) and (iii) the access to, and use of the content of the Platform and of the Site including of the services provided by Siena (the “Services”).

Please carefully read these Terms as they contain important information concerning your rights and obligations. These Terms include various limitations and exclusions, defining Siena's liability in certain cases, determining the jurisdiction and authorities on matters of conflict resolution, as well as the applicable legislation to Siena Services.

These Terms are a legal agreement between you (i) as a Client (as defined below), or (ii) as a user only navigating through our Site (“you”, “your”, or “user”) and Siena Labs Inc., a company incorporated under the United States law, having its headquarters in 1209 Orange Street, Wilmington, New Castle, DE, 19801, ("Siena", “we”, "us"). Before you use the Platform, you will need to agree to these Terms. We are only willing to make the Platform available to you if you accept all of these Terms. Otherwise, you may not access or use the Platform. The use of our presentation Site represents your confirmation that you understand and agree to all of these Terms.

In case you use the Platform and or Site on behalf of a company, you represent that you have the legal authority to accept these Terms on behalf of the respective company. In such a case, when using “you” in these Terms, we will refer to the respective company.

We reserve the right to change the Terms at any time and in our sole discretion. If we make changes to these Terms, we will make the updated version of the Terms available on the Platform and on the Site and update the “Last Updated” date found at the top of these Terms and we will inform you accordingly. In such a case, in order to continue to use the Platform, you need to agree to the newly amended Terms.

  1. THE SITE

The Site is only intended to present and detail our Services. As such, all the content made available on the Site in any form is for informational purposes only.

  1. THE PLATFORM

The Platform is an application that can be installed by the users (online shops) at the URL address https://app.siena.cx (“Client”, “User”). The platform is designed to help the Clients to support and engage with their customers (“End Users”) and to automate conversations.

  1. USAGE OF THE PLATFORM

Subject to Your compliance with these Terms of Use, Siena may, on the terms and conditions set out in these Terms of Use, provide You with access to Siena's proprietary conversational, artificial intelligence powered chatbot software services (“Platform Services”) and any other products and services otherwise made available by Siena under these Terms of Use (collectively, the “Services”). In order to provide the Services, it will be necessary for Siena to communicate with You through various channels, including instant messaging, email and SMS. Accordingly, You consent and grant us permission to communicate with You through such channels, and further agree to provide us with any further evidence required to document or affirm such consent and permission, in each case as required by applicable laws, in connection with these Terms of Use or our performance of the Services.

  1. FEES

In order to use our Platform, the Clients need to pay a monthly subscription fee (“Fee”), due every month on the date when the Trial Period expires.

In order to pay the Fee, the Client has to add a bank card and to fill in the bank card details. On the due date of the Fee, the bank card registered by the Client will be automatically debited with the amount of the Fee. In case the bank card cannot be debited with the amount of the Fee, the access to our Platform will cease.

The payment of the Fee shall be made by using the services of a third-party provider. You understand and agree that we do not provide the respective services and we cannot control them. We will not be responsible or liable for any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses arising out of or relating to the use of the respective payment services.

We have the right to change the Fees from time to time. When we do so, the updated Fees shall apply as of the date the changes are made.

  1. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated by us, all elements of the Platform and of the Site, all content and other materials therein are owned by us (or, as applicable, our licensors) and are protected by intellectual property rights. For the avoidance of doubt, the visual interfaces, design, text, graphics, pictures, systems, information, data, methods, software, computer code, organization, services, all other elements and any other documentation or other ancillary material provided to you (the “Content”) are owned by us or by our licensors and are protected by copyright, patents, trademarks, design, trade secrets, any other intellectual property rights and applicable law.

You can use the Platform, the Site and the Content solely for the purpose of provided by these Terms. However, you are not permitted to:

  • use the Platform, the Site or the Content other than for their intended purposes;
  • use any data mining, robots or similar data gathering or extraction methods;
  • sell, rent, lease, lend, redistribute, sublicense or make commercial use of the Platform, the Site or the Content;
  • copy, reverse engineer, decompile, disassemble or attempt to discover the source code of our Platform, the Site or Content;
  • modify, alter or otherwise make any derivative uses of the Platform, the Site or the Content, or any portion thereof, except as expressly permitted under these Terms;
  • remove, alter or obscure any copyright, trademark or other proprietary rights notice included in the Platform, the Site or Content;

Any use of the Platform, the Site or the Content other than as specifically authorized herein, without the prior written permission of Siena, is strictly prohibited. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws. Unless explicitly stated by Siena, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise.

  1. USER CONTENT

In case you can create any user content on our Platform, you are solely responsible for all content you create, transmit and/or distribute through the Platform (“User Content”). With that in mind, you agree not to create, transmit and/or distribute through the Platform any User Content that:

  • is illegal or unlawful, that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, national or international law;
  • is defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, invasive of privacy or publicity rights, fraudulent, deceptive or otherwise objectionable;
  • impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • may infringe or violate any patent, trademark, trade secret, copyright, or other intellectual property right or other right of any party;
  • contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • is designed to deceive or trick the users of the Platform;
  1. USER CONDUCT

You are solely responsible for your own conduct while accessing or using the Platform and the Site. You agree to use the Platform and the Site only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. You agree that you will not and will not permit any third party to do, including but not limited to, any of the following:

  • use the Platform and the Site for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms or any other rules or policies established from time to time by us;
  • use the Platform and the Site to violate the legal rights and the legitimate interests of others, including, but not limited to, transmitting or otherwise making available through the Platform of content that infringes the intellectual proprietary rights of any party;
  • remove any copyright, trademark or other proprietary rights notices contained in or on the Platform and the Site, or any part of it;
  • modify, adapt, hack, translate, or reverse engineer the Platform and the Site;
  • use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform and the Site or to extract data;
  • attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose, unless we specifically consented to such conduct;
  • upload, send, distribute or disseminate any User Content that could be in any way interpreted as defamatory, unlawful, fraudulent, obscene, harassing or objectionable;
  • distribute any other harmful components such as, including but not limited to, worms, viruses, Trojan horses, corrupted files, defects, hoaxes;
  • impersonate another person by any mean (e.g., by use of an email address, name, nickname or otherwise);
  • exploit the Platform and the Site for any unauthorized commercial purpose;
  • access or use the Platform and the Site for the purpose of creating a product or service competitive with any of our products or services;
  • register on the Platform and the Site on behalf of a company, without having the right to represent the respective company;
  1. PUBLICITY AND BRANDING

The Client hereby grants to Siena a worldwide, free of charge, non-exclusive and non-transferable right during the term when the Client uses our Services to use the name of Client and/or its logo strictly in order for Siena to publish the name and/or the logo on our website or Platform or other marketing materials and/or to promote the fact that the Client uses our Services.

When providing our Services, the Client expressly agrees that we can add our name (Siena) to the messages we send to the End Users on behalf of our Client. For clarity, each message we send to the End Users on behalf of our Clients shall contain a reference to our business name by inserting in the text the syntagm “Powered by Siena”.

  1. INDEMNIFICATION

You agree, at your sole expense, to defend, indemnify and hold us, our officers, agents, employees, advertisers, licensors, suppliers or partners harmless from and against any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses of any kind or nature, including litigation costs, and legal fees arising out of or in any way related to (i) your use of the Platform and the Site; (ii) your violation of these Terms or the rights of any third-party; or (iii) your breach of applicable laws in connection with your conduct, access to or use of the Platform and the Site.

  1. DISCLAIMER

You expressly acknowledge and agree that your use of the Platform and the Site is at your sole risk and that the entire risk as to satisfactory quality, performance, safety, accuracy and effort is with you. The Platform and the Site are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we disclaim any and all warranties and representations (express or implied, written or oral) in relation to, without limitation, the Platform, the Site or external websites or applications, including but not limited to any implied warranties of merchantability, implied warranties of fitness or suitability for any purpose and warranties of non-infringement, condition of title, accuracy, reliability. We do not warrant and/or represent that the Platform and the Site will meet accuracy and your requirements, that the use of the Platform and the Site will be uninterrupted, secure or error-free, or that the Platform and the Site is free of harmful components, such as viruses.

  1. LIMITATION OF LIABILITY

The use of the Platform aims at increasing the conversion rate of your potential customers (End Users). However, Siena does not warrant that the conversion rate will increase or that every End User will be satisfied with the conversation we have with them. For clarity, we are not responsible if the use of the Platform and the provision of our Services does not increase the conversion rate or if an End User is not satisfied with our conversation.

You acknowledge and agree that to the maximum extent permitted under applicable law, in no event will Siena be liable to you or to any other third party for any incidental, indirect, special, consequential, exemplary or punitive damages whatsoever including, but not limited to, damages for loss of profits, (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, arising out of or related to the Plaftorm and the Site, regardless of the theory of liability (contract, warranty, tort, strict liability, product liability or other theory) and even if we have been advised of the possibility of such damages.

You understand and agree that we will not be liable for any failure or delayed performance of our obligations that results from any condition beyond our reasonable control, including but not limited to, acts or omissions of third parties, earthquake, fire, flood, governmental action, acts of terrorism, labor conditions, power failures, Internet disturbances or server failures.

You acknowledge that the Platform and the Site is Internet-based and you understand and accept the inherent security risks associated with such applications and websites, including but not limited to, the risk of losing the Internet connections, the risk of malicious software, the risk of hardware or software failure and the risk of unauthorized access by third parties to your User Account. Thus, you agree that we have no liability for any malfunctions, communication failures, delays, errors, or any breach of security you might incur.

  1. EXTERNAL SITES

The Platform and the Site may contain hyperlinks to third party websites or resources. These links to third party pages are provided for convenience only. In any event, especially because of the volatile nature of information on the Internet, Siena cannot control the nature or content of these external sources and therefore is not responsible and or liable for the use, the unavailability of third party website nor their content and advertising or other materials available on such third party websites that you might access via our Platform or the Site.

  1. CHANGES OF THE PLATFORM AND OF THE SITE

We may, in our sole discretion and without cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion or feature of our Platform and Site.

In no event will Siena be liable for the removal of or disabling of access to any portion or feature of the Platform or the Site.

  1. SUSPENSION OR TERMINATION

In case you breach these Terms, we may suspend or terminate in whole or in part, your access to the Platform at our sole discretion, immediately and without prior notice, and delete or deactivate your User Account. In such a case, we will notify you accordingly. The Clients have the possibility to uninstall the Platform and to delete their User Accounts and in such a case, all their account information, shall be erased. However, we might retain certain information about the commercial relationship with the respective user, in accordance with our Privacy Policy.

  1. ASSIGNMENT

Siena may assign these Terms and/or any and all of its rights or delegate any and all of its obligations under these Terms without your consent. All provisions contained in these Terms shall extend to and be binding upon you and Siena's successors and assigns. You may not assign these Terms or any of your rights and/or obligations under these Terms to another person or entity.

  1. PERSONAL DATA

Please refer to our Privacy Policy for information on how we collect, use, store and disclose your personal data.

  1. SEVERABILITY

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

  1. LACK OF ENFORCEMENT

Enforcement of these Terms is solely in our discretion and our failure to enforce any of the provisions in some instances does not constitute a waiver of our right to enforce such provisions in other instances.

  1. INTERPRETATION OF TERMS

The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

  1. GOVERNING LAW AND JURISDICTION

These Terms will be governed by and construed in accordance with the laws of the United States. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in United States, and the parties irrevocably consent to the personal jurisdiction and venue there.

  1. SURPRISING TERMS

By accepting these Terms, you expressly consent and agree to the provisions regarding limitations of liability, choice of law and jurisdiction, unilateral termination and suspension of performance.