Terms of Service

These Terms of Use (the “Terms”) set forth the terms and conditions that govern (i) access to, and use of the software application provided by Siena Labs, Inc. (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 commercial user of the Platform (“Client”), or (ii) as an individual 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, they will become effective when we 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.

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1. THE PLATFORM

The Platform can be installed by Clients (for example, online shops) including at the URL address https://app.siena.cx. The Platform is designed to help the Clients to support and engage with their Users and to automate conversations.

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2. USAGE OF THE PLATFORM

Subject to compliance with these Terms of Use, Siena may, on the terms and conditions set out in these Terms of Use, provide Client or You, as applicable, with access to Siena's proprietary conversational, artificial intelligence powered chatbot software services and any other products and services otherwise made available by Siena under these Terms of Use. In order to provide the Services, it will be necessary for Siena to communicate through various channels, including instant messaging, email and SMS. Accordingly, Client or You, as applicable, consent and grant us permission to communicate 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. Use of the Services also require You to first obtain an account by completing a registration form. When registering, you must: (a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete.

When using the Platform, if required by applicable law, You must identify the Services as being provided by a virtual assistant and that the sessions are being recorded and obtain any required User consent.

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3. 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.  Fees are not refundable.  

In order to pay the Fee, the Client has to add a bank card and to fill in the required 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.  Client agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance.

The payment of the Fee shall be made by using the services of a third-party provider. Client understands and agrees that it must provide current, complete and accurate billing and payment information. 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. In certain instances there may be banking or financial institution transaction fees or related charges, which Client understands and agrees it shall be responsible to pay.  

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 we make the updated version of the Terms available on the Platform and on the Site.

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4. 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.

Client and You, as applicable, 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;

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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.‍

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5. USER CONTENT

In case Client or You create any user content on our Platform, Client or you, as applicable, are solely responsible for all content created, transmitted and/or distributed through the Platform (“User Content”). It is a violation of this Agreement 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;

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6. USER CONDUCT

Client and You, as applicable, are solely responsible for your own conduct while accessing or using the Platform and the Site. Client and You, as applicable, 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. Client and You, as applicable, 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;

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7. 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 its logo on our website or Platform in order to promote the fact that the Client uses our Services.

Client expressly agrees that we may, in its discretion, add our name (Siena) to the messages we send to the Users on behalf of the Client. For clarity, each message we send to the Users on behalf of our Clients shall contain a reference to our business name by inserting in the text the syntagm “Powered by Siena” (or similar designation).

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8. INDEMNIFICATION

Each of Client and 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, applicable law or the rights of any third-party; or (iii) your breach of the provisions of this Agreement.

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9. DISCLAIMER

Client and You, as applicable, 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.

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10. LIMITATION OF LIABILITY

Client and You, as applicable, 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.

Client and You, as applicable, 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.

Client and You, as applicable, 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 account. Thus, you agree that we our liability for any malfunctions, communication failures, delays, errors, or any breach of security you might incur shall be limited to the amounts we received from you for the access to the Platform during the twelve months prior to the event giving rise to the claim.

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11. 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.

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12. CHANGES OF THE PLATFORM AND OF THE SITE

We may, in our sole discretion and without cost to you, with notice 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.

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13. SUSPENSION OR TERMINATION

In case Client or You, as applicable, 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 account. In such a case, we will notify you accordingly. The Clients have the possibility to uninstall the Platform and to delete their accounts(provided we may retain certain information about the commercial relationship with the respective user, in accordance with our Privacy Policy).

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14. 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.

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15. PERSONAL DATA

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

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16. 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.

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17. 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.

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18.  GOVERNING LAW AND JURISDICTION

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

Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Company. For any dispute with Company, Client and You, as applicable, agree to first contact us at legal@siena.cx and attempt to resolve the dispute with us informally. In the unlikely event that We have not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco, California, unless you and Company agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and Company are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.