Terms of Service

These Terms of Service (“Terms of Service” or “Agreement”) are between the customer identified in the Order (“Customer”, “you”, or “your”) and Sentra Inc. or its affiliated entity identified in the Order (“Sentra"). This Agreement governs Customer’s access and use of Sentra’s Services, as well as any future purchases made by the Customer that refer to this Agreement.

This Agreement includes each Order and any other referenced terms, agreements, and policies. Each Sentra and Customer may be referred to herein individually as a “Party” or collectively as the “Parties”.This Agreement does not have to be signed in order to be binding. By executing an Order, or by clicking “Accept”, accessing, or otherwise using the Services, the Customer accepts this Agreement. If you do not agree to the terms of this Agreement, you may not access or use the Services.

‍ IMPORTANT: If you are entering into this Agreement on behalf of your employer, a company, or other legal entity (“Organization”), you represent that you have the legal authority to bind the Organization to this Agreement and that the Organization agrees to be bound by the terms of this Agreement. All references to “Customer”, “you” or “your” in this Agreement refer to the Organization, as applicable.

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1. Definitions.

For the purposes of this Agreement, the following terms shall have the meanings set out below:

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• “Affiliate” means with respect to a Party, any entity that is, directly or indirectly, controlled by and/or under common control with and/or controlling such Party or in which the concerned Party holds directly or indirectly more than 50% of its shares.
• “Documentation” means the instructions, user guides, manuals, and release notes generally provided by Sentra, at any time, in printed and/or electronic form, that describe the operation, use or technical specifications of the Services.
• “Order(s)” means any applicable order form quote, POV Plan or other similar written ordering document executed by the Parties from time to time for the provision of Services, which hereby incorporated into this Agreement by reference and forms an integral part hereof.
• "POV Plan" means the agreed specifications and details agreed in writing between Sentra and customer in connection with the Trial Services as proof-of-value (POV) plan (as described in more detail under Section 6 (Trial and Beta Features) below).
• “User(s)” means Customer’s personnel who are authorized by Customer to access and use the Services.
• “Services” means the Solution and associated tools, maintenance and support services, and any other Sentra’s services detailed in the Order(s).
• “Solution” means Sentra’s online Software-as-a-Service (SaaS) platform, enabling automatic mapping and analysis of customers’ cloud-based data, as further detailed in the applicable Documentation.

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2. License and Services.

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1. Subject to Customer’s compliance with its obligations under this Agreement and the applicable Documentation, Sentra hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to use the Services as indicated in the Order, beginning on the Effective Date and continuing through the Term, solely for Customer’s internal business purposes.
2. Sentra shall make available Documentation to Customer, in connection with its use of the Services. The Customer may copy the Documentation as needed for the Customer’s own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered as Sentra’s Confidential Information.
3. In order to use the Solution, the Customer is required to install the Sentra scanner software and grant Sentra access permissions to Customer’s cloud environment as detailed in Sentra’s Documentation. Sentra primarily scans and analyzes Customer’s data within Customer’s cloud environment, with limited additional processing performed only as necessary to provide the Services and in accordance with the Documentation. The Customer has sole control over its cloud environment and over the permissions granted to Sentra.

3. Use Restrictions.

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1. The Customer hereby undertakes that unless otherwise expressly provided herein, it shall not, nor shall it authorize or assist anyone else to: (a) distribute, license, sublicense, or sell the Services to any third party; (b) modify, alter, copy, transfer, emulate or create any derivative works of the Solution, the Services or of any part thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code, know-how or designs from the Solution, the Services or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Solution and/or any Documentation; (e) bundle, integrate, or attempt to integrate with the Solution, the Services or any part thereof any third-party software technology other than as expressly permitted in writing by Sentra (including through the Documentation); (f) use the Solution, the Services or any part thereof for any benchmarking or for competing development activities; and/or (g) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Solution except for Customer’s internal use or as expressly permitted by Sentra in writing. Without derogating from the foregoing, Customer shall take commercially reasonable precautions to prevent any unauthorized access and/or unauthorized usage of the Services and shall be responsible and liable for any act or omission of its personnel or Users in connection with the use of the Services.

4. Customer Data.

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1. As part of the engagement contemplated hereunder, Customer may provide certain data through its use of the Services (collectively the “Customer Data”). All such Customer Data shall be owned by the Customer and shall be regarded as Customer’s Confidential Information. Customer hereby grants Sentra a non-exclusive, non-transferable right to use the Customer Data, solely for the purpose of providing the Services. Sentra shall have the right to maintain the Customer Data for such period of time necessary or required in order to provide the Services, or as required under applicable law, all in accordance with the terms and conditions of this Agreement.
2. Notwithstanding the foregoing, Customer hereby grants Sentra a non-exclusive, non-transferable, irrevocable, perpetual, worldwide right to use (i) anonymized Customer Data, or (ii) the Customer Data on an aggregated or statistical basis, in each case, solely for the purpose of Sentra internal research, development, and enhancement of its services and products.
3. The Parties hereby acknowledge and agree that if and to the extent any personally identifiable information or personal data (as such term is defined under any applicable law) is provided by the Customer to Sentra in connection with the Services as agreed under an applicable Order (“Customer Personal Data”), then (i) the collection, use, and processing shall be in accordance with the terms and conditions of Sentra’s Data Processing Agreement (“DPA”) which is incorporated by refence into this Agreement, and any applicable laws; (ii) Customer shall ensure to make all necessary disclosures and obtain all required consents (if required), in order to collect and transfer such Customer Personal Data to Sentra for the purposes of performance of this Agreement; (iii) Customer Data provided to Sentra in connection with this Agreement shall not include any personal health information as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), personally identifiable information of children governed under the Children's Online Privacy Protection Act of 1998, and/or non-public personal information governed under the Gramm-Leach-Bliley Act.
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5. Third Party Components, Integrations and Tools.

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1. The Services may use or include third-party software, files, and components that are subject to open source and third-party license terms (“Third Party Components”). Without derogating from Sentra’s warranties under Section ‎11 (Representations and Warranties; Limited Warranty), Sentra disclaims all liability related to any third-party components utilized in the Services. Customer acknowledges that Sentra is not the author, owner, or licensor of any Third Party Components, and that Sentra makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
2. Customer may choose to use or procure third party products, services, applications and/or tools in connection with the use of the Services, or which interoperate with the Services (“Third Party Tool(s)”). Customer’s use of any Third Party Tool, including the collection, processing, and use of Customer Data by such Third Party Tools, shall be governed solely by the terms and conditions applicable to such Third Party Tool as agreed between Customer and the applicable third-party supplier. Customer acknowledges that an integration with a Third Party Tool may require the transfer, storage, and/or modification of Customer Data, between Sentra and such Third Party Tool, and by enabling any such integration, Customer hereby instructs Sentra to perform accordingly. Customer and not Sentra shall be responsible for Customer’s use of any Third Party Tools and Sentra assumes no responsibility and disclaims any and all liability and warranties, express or implied, with respect to any Third Party Tool and any use thereof by or on behalf of the Customer.
3. The Services may interoperate Third Party Tools that include features and functionalities based on artificial intelligence (AI) and machine learning data models (“AI Feature(s)”). Due to the nature of machine learning, other customers and/or users may use the AI Feature in a manner that may generate similar outputs. Sentra makes no representations or warranties with regard to the outputs and insights generated by the AI Feature, or any rights of third parties in such outputs or insights. Customer will use the AI Feature (and ensure any such use on Customer’s behalf) in accordance with applicable laws and this Agreement. Customer will not use or have used the AI Feature in a manner which causes or may cause bias, degradation, defamation, harassment, encourage discrimination or otherwise unlawful or harmful, or which infringes or violates the rights of third parties. The Customer is solely responsible for the use of AI Feature and the use of content generated therefrom. Sentra may collect and use data concerning the interaction with, or use of, AI Feature, in order to improve and develop the Services and provide the Customer with AI Feature functionalities. Sentra does not use Customer Data, or Customer’s outputs, to train machine learning data models.

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6. Trial and Beta Features..

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1. Subject to the terms and conditions of this Agreement and any applicable Order, Sentra may provide the Customer with access to the Services or limited features or functions thereof on a trial basis on such terms as ay be defined by Sentra, and for the sole purpose of Customer’s internal evaluation of the Services performance and functionality (“Trial”). Trials may be conducted by Sentra under an applicable Order agreed with the Customer, which may describe contemplated evaluation success criteria, consideration, technical specifications, and such other agreed parameters. Some features or functions of the Services may not be available to the Customer during the Trial period. To the extent applicable, Sentra shall make the Trial available to Customer until (a) the end of the Trial period as agreed between the Parties; (b) the commencement date of the paid subscriptions purchased by Customer for use of the Services; or (c) terminated by Sentra, unless if otherwise agreed between the Parties.
2. Sentra may make available from time to time, at its sole discretion, pre-released beta versions of certain services on a trial basis for a limited period (“Beta Features”). The Customer acknowledges that the Beta Features are under development and, as such, may be incomplete, not operate as intended, or contain errors and bugs. Customer’s use of the Beta Features following the trial period may be subject to additional fees as shall be agreed expressly between the Parties.
3. Specific Terms for Trial and Beta Features. Sentra reserves the right to modify, cancel, and/or limit the Trial and/or Beta Features at any time. Customer’s access to the Trial or Beta Features during the trial period shall also be subject to such limitations and restrictions set forth under this Agreement and governed by the terms hereof, provided, however, that the Trial and Beta Features are provided on an “as-is” basis, without any representations or warranties of any kind whatsoever, and Sentra disclaims any and all obligations and undertakings in relation to the Trial and Beta Features, including any indemnification obligations or warranty provided hereunder. In no event shall the total aggregate liability of Sentra and its Affiliates in connection with the Trial and/or Beta Features exceed one hundred US Dollars (US $100). The Customer assumes all risks, loss or damage associated with or arising out of Customer’s use of the Trial and/or Beta Features, including without limitation in connection with loss of data, no fitness for purpose, or otherwise inadequacy, deficiency or defect thereof. Subject to applicable law, and unless otherwise explicitly agreed between the Parties under the applicable Order, at any time and without notice, Sentra reserves the right to modify the terms of the Trial and/or Beta Features or cancel the Trial and/or Beta Features.

7. Payment.

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1. In consideration for the use of the Services, Customer shall pay Sentra the fees and other considerations set forth in the Order (the “Fees”). Payment shall be due in accordance with the payment schedule set forth in the Order, subject to Sentra’s issuance of a valid invoice. 
2. All Fees are exclusive of any tariffs, duties, or taxes (however designated, levied, or based and whether foreign or domestic), including without limitation VAT and/or sales tax. The Customer will pay or reimburse Sentra as the case may be for all such tariffs, duties, or taxes, except for those taxes based on Sentra’s income. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Sentra hereunder, the Customer shall be entitled to withhold said tax at the rate set forth in the certification issued by applicable tax authority or if there is no such certification, at the rate determined by said law or regulation, unless Sentra has presented to the Customer with a tax withholding exemption certificate issued by the applicable tax authority, in which case the reduced withholding tax will apply. The Customer may not set off any Fees or payments due to Sentra hereunder.
3. Late payments shall bear interest compounded monthly commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law, the lower thereof. Any payment or part of a payment that is not paid by Customer to Sentra when due shall constitute sufficient cause for Sentra to suspend its performance hereunder and/or terminate this Agreement, provided that seven (7) business days prior notice was provided to Customer. Unless otherwise set forth under the applicable Order, payment shall be made in United States Dollars by wire transfer only, using banking details provided by Sentra.

8. Confidentiality

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1. “Confidential Information” means any business, marketing, pricing, research and development, technical, scientific, financial status, proposed new products, or other information disclosed (or made disclosed by virtue of this Agreement and/or your use of the Services) by a Party which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment, as confidential. 
2. Each Party (“Recipient”) acknowledges that it may, directly or indirectly receive Confidential Information of the other Party (“Discloser”) in the course of the negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the Discloser, and the Recipient shall have no interest in, or rights with respect thereto, except as set forth herein. The Recipient agrees to treat such Confidential Information with the same degree of care and security as it treats its own confidential information, but in no event with less than a reasonable degree of care. The Recipient may disclose such Confidential Information to its employees and contractors who need to know such Confidential Information in connection with the performance of the Services or obligations under this Agreement. The Recipient will ensure adherence to the provisions hereof by its officers, directors, stockholders, employees, and contractors. Except as contemplated by this Agreement, the Recipient shall not disclose the Discloser’s Confidential Information without the prior written consent of the Discloser. The terms of this Agreement and any Order(s) shall be considered as Confidential Information, provided that Sentra may disclose the terms of this Agreement to potential investors or acquirers in the framework of a due-diligence process performed by such third parties, or upon written consent from Customer.
3. Exceptions. The Recipient will not be obligated under this Section ‎8 (Confidentiality) with respect to any information the Recipient can document (a) now or later becomes generally available to the public without fault of the Recipient; (b) is rightfully in Recipient’s possession without obligation of confidentiality prior to its disclosure by the Discloser; (c) is independently developed by Recipient without the use of any Confidential Information of Discloser; (d) is obtained by the Recipient without obligation of confidentiality or restrictions on use from a third party who has the right to so disclose it. The Recipient may use or disclose the Discloser’s Confidential Information to the extent such use or disclosure is reasonably necessary to comply with a judicial body or applicable governmental regulations or authority or court order; provided that the Recipient provides reasonable advance written notice to the Discloser of any such disclosure and uses its reasonable efforts to cooperate with the Discloser to secure confidential treatment or obtain a protective order in connection with the Discloser’s Confidential Information prior to its disclosure (whether through protective orders or otherwise) and discloses only the information necessary to comply with such requirements. 
4. The duty to protect the other party’s Confidential Information shall expire five (5) years from the date of termination of this Agreement; provided that any and all obligations regarding confidentiality in connection with trade secrets shall remain in effect until such information ceases to be considered as a trade secret. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby by either Party. 

9. Term and Termination.

1. This Agreement shall become effective on the date as set out in the Order (the “Effective Date”) and shall remain in effect for the term defined in the applicable Order(s) (the “Initial Term”). The Initial Term shall automatically renew for successive periods of twelve (12) months (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either Party notifies the other Party in writing of its intent not to renew the applicable Order, at least ten (10) days prior to the expiration of the said Order.
2. Either Party shall have the right to suspend performance or terminate this Agreement in the event that the other Party is in breach of this Agreement, and such breach is not cured within thirty (30) business days of being provided with written notice and an opportunity to cure. Either Party may immediately terminate this Agreement if the other Party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors. A Party’s exercise of its termination rights for reason of a breach hereunder shall in no way restrict or diminish such Party’s rights to other remedies available in connection with the material breach.
3. Upon termination of this Agreement, (i) all subscriptions, rights, and licenses granted herein, and all Services provided by Sentra hereunder shall terminate immediately; (ii) each Party shall return to the other Party all Confidential Information in its possession, custody, or control; provided that Sentra may be permitted to retain a copy of the Customer’s Confidential Information according to Sentra’s general backup policy until it is deleted as part of its standard deletion processes; and (iii) Customer shall remit in full all payments due to Sentra, accruing prior to the date of termination thereof, according to this Agreement and all Order(s).
4. Any terms and conditions which by their nature extend beyond the expiration or termination of the Term shall survive the termination or expiration of this Agreement and applicable Order(s).

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10.Representations and Warranties; Limited Warranty

1. Each Party represents and warrants towards the other Party that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreement to which it is a party; (iii) the individual executing this Agreement on behalf of a Party has authority to bind such Party to this Agreement and the performance hereof; and (iv) the execution of this Agreement and performance of its obligations and responsibilities under this Agreement do not, and will not, require any consent, approval, order or authorization of any individual, corporation, partnership, business association or other entity that has not been, or will not have been obtained by such party prior to the execution of this Agreement.
2. Except as otherwise set forth herein, Sentra warrants, for the Customer’s benefit alone, that the Solution shall substantially perform in conformance with its Documentation during the Term. Except as set forth in this Section 10.2, Sentra does not warrant or guarantee that the Solution or Services will fit for a particular purpose, meet Customer’s needs, perform as expected, and/or operate uninterrupted or be free of bugs or errors. The warranty in this Section 10.2 does not cover, and Sentra shall have no responsibility or liability for Trials, Beta Features, problems caused by modifications or customizations to the Solution made by anyone else but Sentra, events beyond Sentra’s reasonable control, Third Party Tools, and/or maintenance within the Customer’s systems affecting the operation of the Solution/Services.
3. For any breach of the warranty contained in Section 10.2, Customer’s exclusive remedy, and Sentra’s entire and sole liability, shall be to use reasonable commercial efforts to repair or adjust the Solution so that it will operate as warranted; provided that (i) the Customer has fully paid all applicable Fees, (ii) Customer is not otherwise in breach or violation of this Agreement, and (iii) Customer has reported in writing to Sentra the claimed failure promptly upon discovery. If Sentra is unable to repair or adjust the Services within sixty (60) days, the Customer will be entitled to terminate this Agreement and recover any prepaid unused amount of the fees covering the remainder of the Term after the effective date of termination. Sentra may disclaim any obligation or liability under this Agreement, including under this Section 10 if Sentra determines that the Solution has been: (i) altered, modified, or serviced by the Customer or any other third party acting on Customer’s behalf or any other third party not approved by Sentra; (ii) improperly accessed or used in a manner other than as specified in the Documentation; (iii) Customer’s integration and/or the combination of the Solution with any third-party product or component not in accordance with this Agreement and the applicable Documentation; or (iv) Customer’s failure to implement any updates, upgrades, and new versions to the Solution/Services provided by Sentra within a commercially reasonable time period.
4. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 10.2 ABOVE, THE SERVICES AND THE SOLUTION ARE PROVIDED “AS IS” AND SENTRA AND ITS AFFILIATES, MAKE AND GIVE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTIES, WHETHER ORAL OR WRITTEN, IMPLIED, EXPRESS OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARD TO THE SERVICES AND SOLUTION.  

11. Intellectual Property.

1. Any ideas, inventions, improvements, technology, designs, software, algorithms, documents and other materials, and any derivative works, modifications, techniques or works of authorship in any form, or any other intangible assets or intellectual property, including any patents, copyrights, trademarks, trade secrets, mask works or other intellectual property rights therein (collectively, “Intellectual Property”), which may be included in or relate to the Services, is owned by Sentra and its licensors, shall remain at all times owned by Sentra and its licensors and is protected by copyright law, patent law, and/or other laws protecting intellectual property rights and international treaty provisions. No license, express or implied, in or to the Intellectual Property of Sentra, its Affiliates, or its licensors (including with regard to any trademark of Sentra, its Affiliates, or licensors) is granted to Customer under this Agreement, other than as explicitly stated hereunder.
2. In the course of the provision of the Services hereunder and in connection with Customer’s use of the Services, Customer may make suggestions or provide inputs and ideas relating to the Services or anything lacking therein (“Feedback”), it is understood and agreed that Sentra would own all such Feedback and any know-how or understanding derived therefrom. Accordingly, Customer hereby forever irrevocably assigns to Sentra all of its right, title, and interest in the Feedback. Any Feedback is provided “as is” without any representation of warranty.

11. Indemnification.

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1. Except as otherwise set forth herein, Sentra shall defend, indemnify and hold harmless Customer and its officers, directors, shareholder, employees, Affiliates, and agents (the “Customer Indemnitee”) from and against all costs, damages, losses, and expenses, including reasonable attorneys’ fees and other legal expenses actually awarded by a court of competent jurisdiction, arising from any third-party claims alleging that the Solution, as delivered and used in accordance with the terms of this Agreement, infringes any third-party Intellectual Property rights. As a condition to the defense and indemnity set forth above, the Customer Indemnitee shall give Sentra prompt notice of any such claim made against it and Sentra shall be entitled, by written notice to such Customer Indemnitee, to assume sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof (collectively, “Claim”), at its own expense, provided that no settlement, consent order or consent judgment which involves any placement of a financial burden or admission of any liability or wrongdoing, act or omission on the part of the Customer Indemnitee may be agreed to by Sentra without the prior written consent of Customer Indemnitee (not to be unreasonably withheld, delayed or conditioned); and (b) Sentra shall keep the Customer Indemnitee informed of the status and progress of such Claim, the defense thereof and/or settlement negotiations with respect thereto. The Customer Indemnitee shall give Sentra all reasonable assistance, at Sentra’s cost and expense, necessary in connection with such defense.
2. The foregoing defense and indemnification obligations do not apply if the claim arises under an Order for which there is no charge, Trial, or in connection with Beta Features. It is hereby agreed that Sentra may disclaim any obligation or liability for alleged infringement under Section 13.1, if Sentra determines any of the following: (i) Customer altered or modified the Services (or any portion thereof), to the extent that the infringement would not have occurred but for such modification; (ii) Customer improperly accessed or used the Services (or any portion thereof), in a manner other than as specified in the Documentation, to the extent that the infringement would not have occurred but for such improper access or use; (iii) Customer’s integration and or the combination of the Sentra Services (or any portion thereof), with any third party product or component, to the extent that the infringement would not have occurred but for such integration or combination; (iv) Customer’s failure to implement any updates, upgrades and new versions to the Services (or any portion thereof) provided by Sentra within a commercially reasonable time period, to the extent that the infringement would not have occurred but for such failure of Customer; or (v) Customer breached the terms of the Agreement, to the extent that the infringement would not have occurred but for such breach.
3. If an injunction is obtained in connection with any third-party action against the Customer’s use of the Services, Sentra may, at its commercially reasonable discretion; (i) obtain for Customer (at no cost to the Customer) the right to continue to use the Services; (ii) modify the Services so it is non-infringing; or (iii) replace the Services with non-infringing ones that comply with the Agreement, provided that such replacement is functionally equivalent. If none of options (i), (ii) and (iii) can be commercially and technically implemented by Sentra, Sentra shall have the right to terminate the Agreement upon thirty (30) days written notice. Section 13 states Sentra’s entire liability and Customer's exclusive remedy for any infringement claim.

12. LIMITATION OF LIABILITY.

1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL OR EQUITABLE BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER INDIRECT COMMERCIAL DAMAGES OR LOSSES) ARISING IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. SENTRA’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO AND GIVING RISE TO THE SAID CLAIM. THE FOREGOING LIMITATION WILL NOT APPLY TO LIABILITY TO THE EXTENT CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY SENTRA.
2. Except for monetary obligations hereunder, neither Party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such Party or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.

13. General

1. Relationship. The relationship of the Parties to this Agreement shall be that of independent contractors. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other.
2. Assignment. Neither Party may assign or transfer any rights or delegate any duties under this Agreement without the other Party’s prior written consent, except that Sentra may, without the need for consent, assign or transfer this Agreement to any Affiliate and/or in connection with a sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this Section 14.2 shall be void.
3. Publicity. The Customer hereby permits Sentra to display Customer’s name and logo on its website and in marketing materials during the Term; Customer may revoke this permission by providing written notice to Sentra.
4. Entire Agreement; Amendments. This Agreement, Orders, and its exhibit(s) constitute the entire understanding and agreement between the Parties and supersedes any and all prior discussions, agreements, promises and correspondence, whether oral or written, with regard to the subject matter hereof or otherwise. In the event of any discrepancy or ambiguity between this Agreement and an Order, the terms of the applicable Order shall prevail with respect to the specific circumstances, unless otherwise agreed in writing between the Parties. Sentra may make changes to this Agreement for valid reasons, such as due to the addition of new functions or features to the Services, technical adjustments, fixing typos or errors, legal or regulatory reasons, or for any other reasons as Sentra deems necessary, at Sentra’s reasonable and sole discretion, provided that Sentra shall provide the Customer with notice as appropriate under the circumstances. Customer’s usage of the Services after the implementation of said change will be deemed as acceptance by Customer of said change. A material change to this Agreement shall be in writing and shall be accepted by both Sentra and Customer. 
5. Waiver; Remedies. No failure, delay of forbearance of either Party in exercising any power or right hereunder will in any way restrict or diminish such Party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by either Party of any terms of conditions hereof.
6. Export Compliance. The Customer shall be solely responsible for complying with Export Control Laws (defined below) in connection with the Customer’s use of the Services. Customer represents and warrants that (a) it is not a resident of (or will use the Services in) a country that the U.S. government has embargoed for use of the Services, nor is an entity named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) its country of residence and/or incorporation (as applicable) is the same as the country specified in the Order and/or billing address provided to Sentra. Customer shall not transfer, export, re-export, import, re-import or divert the Services in violation of any Export Control Laws, and shall not transfer, export, re-export, import, re-import or divert any the Services to Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, or North Korea (or other countries specifically designated in writing by Sentra from time to time). “Export Control Laws” means applicable export and re-export control laws applicable to Customer and/or Sentra or its Affiliates (including in Israel), as well as the United States’ Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.
7. Severability; No Third Party Beneficiaries. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and the unenforceable provision shall be enforced to the maximum extent permissible under applicable law.  Nothing in this Agreement shall be construed or be deemed to create any rights or remedies in or for the benefit of any third party. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. A scanned or electronic version of this Agreement shall be deemed as an acceptable original thereof. When provided to Customer for execution in electronic form, Customer hereby waives any rights or requirements under any applicable law that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
8. Notices. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing and shall be given in person, by courier, registered mail, or by email, sent to the address indicated at the preamble of this Agreement or in the Order, or such other address as either Party specified in writing. All notices and other communications shall be deemed delivered as follows (a) if delivered by courier service, one (1) business day after sending; (b) if sent by registered mail, three (3) days after sending; (c) if sent by email, upon receipt of delivery confirmation. Notwithstanding anything to the contrary, any notice of default shall be sent by courier to the addresses specified in the Order, with proof of delivery.
9. Governing Law; Jurisdiction. The Parties expressly agree that this Agreement will be governed by the laws of the Applicable Jurisdiction without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in the Applicable Jurisdiction, except that temporary relief to enjoin infringement of Intellectual Property rights may be sought in any court. “Applicable Jurisdiction” shall mean (i) Tel-Aviv, Israel, if Customer’s entity is organized under the laws of the State of Israel; or (ii) New York, NY, USA if Customer’s entity is organized elsewhere.

Last update: May 10, 2024