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SENTRY IMS INC TERMS AND CONDITIONS

As of November 6, 2019

THESE TERMS AND CONDITIONS ("TERMS") GOVERN YOUR ACCESS TO AND USE OF THE SENTRY IMS WEBSITE AND PLATFORM (THE “SERVICE”). PLEASE READ THESE TERMS CAREFULLY AND CONTACT US IF YOU HAVE ANY QUESTIONS. BY ACCESSING OR USING SENTRY IMS, YOU AGREE TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY AND ACCEPTABLE USE POLICY.

1. TERM

1.1 The term of the Agreement (the “Term”) shall commence on the Effective Date hereof.

1.2 If Customer has selected an annual plan, then the Term will continue until the one year anniversary of the Effective Date, and will automatically renew for additional terms of one year each unless either party gives the other party written notice of its intention not to renew at least 30 days in advance of the then current term.

1.3 If Customer has selected a monthly pricing plan, the Agreement will continue month to month until a party notifies the other party at least 30 days in advance of its intention to terminate.

2. SET UP SERVICES

2.1 The Provider shall provide the Set Up Services to the Customer as soon as practical following the Effective Date and will provide the Customer with login details as an Authorized User.

2.2 CMS Software has a Set Up fee in the amount equal to $150 and must be paid by the Effective Date.

2.3 The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and the Provider will not be liable to the Customer for any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under the Agreement.

2.4 Any intellectual property rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

3. RIGHTS GRANTED

3.1 Provider hereby grants to Customer, including all Customer's Authorized Users, a non-exclusive, non-assignable, royalty free, worldwide limited right to use the services solely for your internal business operations and subject to the terms of the agreement.

3.2 Provider retains all right, title, and interest in and to the service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and the Agreement does not grant Customer any intellectual property rights in the Service or any of its components.

3.3 The Customer shall use all reasonable efforts, including security measures relating to Authorized User access, to ensure that no unauthorized person may gain access to the Platform using any Seat.

3.4 The Customer and Affiliate must not use the Platform: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4. MAINTENANCE SERVICES

4.1 The Provider will provide the Maintenance Services to the Customer during the Term, such as bug fixes, corrections, modifications, enhancements, upgrades, and new releases to ensure the functionality of the CMS Software.

4.2 Scheduled maintenance services. Whenever possible, the Provider will announce on the platform the scheduled Maintenance Services that may affect the availability of CMS Software and will endeavor to provide all scheduled Maintenance Services outside of Business Hours.

4.3 Updates and Upgrades. The Provider may apply Updates and/or produce upgrades during the Term. Whenever possible, the Provider will announce on the platform the application of an update and/or upgrade to the CMS Software.

5. SUPPORT SERVICES

5.1 The Provider shall provide Customer Support Services during the Term and shall ensure is accessible by telephone and email during Business Hours.

5.2 The Customer will ensure that all requests for Support Services that it makes shall be made by telephone and/or email.

5.3 The Provider shall determine, acting reasonably, into which severity category an issue falls, and shall using efforts to resolve issues promptly.

5.4 The Support Services will be provided remotely.

5.5 The Provider's data for Customer support are as follows: (a) Telephone (877) 740 7553; and (b) email info@sentryims.com. If the stated time of receipt of the email is not within business hours, then the time of receipt will be when business hours begin on the following business day.

5.6 The Provider may suspend the provision of Support Services if Customer breaches the terms and conditions of the Agreement including if any amount to be paid by the Customer to the Provider under the Agreement is past due.

6. CUSTOMER OBLIGATIONS

6.1 The Customer shall provide or procure for the Provider access to the Customer's hardware, software, networks and computer systems that may be reasonably required by the Provider to enable the Provider to perform its obligations under the Agreement.

6.2 The Customer acknowledges that timely cooperation, support, response to questions, delivery of information and requested documentation to the Supplier is necessary to enable the Provider to fulfill its obligations under this Contract.

6.3 The Provider shall not be liable for any deficiency in the performance of the Services if such deficiency is the result of the customer's failure to cooperate fully as required.

6.4 The Customer shall be responsible for administering User access, including adding and subtracting Users. The Customer shall ensure that several Users do not share a password or username. The Customer acknowledges and accepts that it is prohibited to share passwords and/or usernames with unauthorized users.

6.5 The customer shall be responsible for delivering to the provider the files to be uploaded or customized in the following formats; (a) Logo and images for receipts, in .jpg, .png and/or .jpeg format (b) Internal forms, in editable format, such as Microsoft Word or PDF, provided they are in text. Scanned documents and printed copies will not be accepted. Customer shall review grammar and spelling before submitting documentation. The Provider will not perform spelling or grammar corrections.

7. PERSONALIZED SERVICES

7.1 The Customer shall be responsible for delivering to the Provider the files to be uploaded or customized in the following formats; (a) Logo and images for receipts, in .jpg, .png and/or .jpeg format (b) Internal forms, in editable format, such as Microsoft Word or PDF, provided they are in text. Scanned documents and printed copies will not be accepted.

7.2 The Customer shall be responsible for reviewing grammar and spelling before submitting documentation. The Provider will not perform spelling or grammar corrections.

7.3 Personalized Internal Forms have a fee in the amount equal to $50 per form up to 5 pages. For forms with more pages, the Provider will review form file and notify the Customer of the total cost.

8. CUSTOMER DATA

8.1 The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement.

8.2 The Customer warrants to the Provider that the Customer Data and the use of the Customer Data by the Provider in accordance with the Agreement will not: (a) breach the provisions of any law, statute or regulation; (b) infringe the Intellectual Property Rights or other legal rights of any person; or (c) give rise to any cause of action against the Provider in any jurisdiction and under any applicable law.

8.3 The Provider shall create a backup copy of the Customer Data at least daily and shall retain and securely store each such copy for a minimum period of 15 days.

8.4 Request Backup Data. Upon Customer's written request along with payment of a Backup fee in the amount equal to $250 per copy. Provider shall provide Customer with a full Backup Data copy on an external hard drive. The Provider shall deliver the Backup Data within 30 Business Days of receipt of written request from the Customer.

8.5 Backup Data Migration. At the customer's request, the provider will upload the backup data from the previous provider, following the next phases of the migration process: (a) The Client shall give the Provider an ".sql." input file with the data to migrate; (b) The Provider will analyze the content and notify the customer of the cost of migrating the backup; and (c) The Provider will complete the migration of the data backup within 30 to 90 business days from the delivery of the file by the customer.

8.6 Upon termination of the Agreement, the Customer's written request within 30 days of termination of the Agreement, along with payment of the backup fee as provided in section 8.4; the Provider shall provide the Customer with a final backup copy of the Customer Data on an external hard drive. The Provider shall deliver the backup data within 30 Business Days of receipt of the Customer's written request.

9. DATA PROTECTION

9.1 Customer shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.

10. DATA PRIVACY

10.1 Provider may collect, use and process Customer data only according to Provider's Privacy Policy, available at www.sentryims.com.

11. NO ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

11.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer or from the Customer to the Provider.

12. FREE TRIAL

12.1 The Provider may offer the Customer with a free trial period as long as the Customer completes and signs the Free Trial Agreement.

12.2 The free trial period terminates 14 days after the effective date of the Free Trial Agreement.

12.3 THE CUSTOMER ACKNOWLEDGES THAT ANY DATA ENTERED INTO THE CMS SOFTWARE DURING THEIR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS THE CUSTOMER PURCHASES THE SERVICE FROM THE PROVIDER. AND THE CUSTOMER ACCEPTS THAT THE PROVIDER HAS NO OBLIGATION TO MAINTAIN THE CUSTOMER'S DATA OR TO PROVIDE THE CUSTOMER WITH ACCESS TO OR A COPY OF THE CUSTOMER'S DATA AFTER THE END OF THE FREE TRIAL PERIOD.

13. FEES

13.1 The Customer must pay the fees to the Provider as set out in the Sales Proposal and in accordance with the Agreement, and as users and features are added or removed by the Customer.

13.2 Provider reserve the right to revise or change any Charges and renewal terms by giving to the Customer no less than 30 days' written notice.

13.3 Customer acknowledges and agrees that fees are based on acquired services and not actual usage.

14. INVOICING

14.1 Provider shall invoice Customer in advance, monthly or yearly in accordance with the Sales Proposal, for all recurring charges, which invoices will also include all non-recurring charges and expenses incurred since the previous invoice.

14.2 Any additional payment terms between Provider and Customer shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.

14.3 Unless otherwise stated in the Sales Proposal, invoiced charges are due immediately from the invoice date.

14.4 The Customer shall be responsible for providing the complete and accurate contact and billing information to the Provider, and to notice in writing any changes thereto.

14.5 The Provider will send the invoices to the client via email, from info@sentryims.com.

15. PAYMENT

15.1 Customer must complete and sign the Payment Authorization Form and provide a valid credit card, for Electronic Funds Transfer (EFT) and/or a commercial bank account, for Automatic Clearing House (ACH).

15.2 Provider will process monthly payments every 25th of every month or the following business day.

15.3 By agreeing to the Agreement, Customer hereby authorizes Provider to automatically charge said method of payment monthly during the term of the Agreement.

15.4 Overdue charges. If, for any reason, the Customer has not paid the invoiced amount by the due date, if the payment by credit card is declined and/or if the payment from the business bank account is returned. Provider may, in addition to any other available legal remedy: (a) charge Customer a late payment fee of $30; and (b) charge the Customer interest on the overdue amount at the rate of 12% which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month or the maximum rate permitted by law, whichever is lower; and (c) suspend and/or cancel access to the CMS Software; and (d) apply a $30 charge for insufficient funds (NSF) and/or returned payments.

15.5 Customer may dispute, in good faith, any Charges. Customer must submit to Provider documentation explaining the disputed Charges within 30 days of Billing. Customer must have paid all Charges in order for Provider to consider, investigate and respond to the disputed billing. Provider will respond to Customer’s dispute within 30 days of receipt.

15.6 Refund Policy: There is NO REFUND. Customer acknowledges and agrees fees paid are non-refundable.

16. SUSPENSION & REACTIVATION

16.1 Provider will notify Customer when it has not been able to process the monthly charge, if credit card payment is declined or if the ACH charge is returned. The Customer will have until the day before the 1st of the following month to pay in full the amount of the invoice, to avoid the suspension of access to CMS Software.

16.2 If the Provider does not receive full payment of the invoice by the 1st of the month, access to CMS Software will be suspended.

16.3 Provider will reactivate access to CMS Software upon receipt of full payment due, including any applicable NSF or late fees.

17. REFERRAL CREDIT

17.1 The customer may earn a credit for referring a new agency to Sentry IMS.

17.2 The referred agency must be completely new to Sentry, not having received the free trial or used the system previously.

17.3 The customer will receive a $100 credit on their invoice following the referred agency’s Set Up Fee payment to Sentry IMS.

17.4 Sentry IMS INC may suspend or terminate the Referral Credit or your ability to participate in the Referral Credit at any time for any reason.

18. WARRANTIES

18.1 The Provider warrants to the Customer that the Platform, when used by the Customer in accordance with the Agreement, will not breach any applicable laws, statutes or regulations.

18.2 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.

19. WARRANTY LIMITATIONS

19.1 The Customer acknowledges that CMS Software is not wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, the Provider gives no warranty or representation that the Platform will be wholly free from defects, errors and bugs.

19.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, the Provider gives no warranty or representation that the Platform will be entirely secure.

20. SERVICE LEVEL

20.1 Provider shall use all reasonable efforts to ensure that the System and all Services provided on the System will be accessible to Customer’s authorized Users 99.1% during each calendar month.

20.2 Provider will not be liable for nor provide any service credits hereunder for any downtime caused in whole or part by: (a) a Force Majeure Event; (b) a fault or failure of the internet or any public telecommunications network; (c) a fault or failure of the Customer's computer systems or networks; (d) any breach by the Customer of the Agreement; or (e) scheduled maintenance carried out in accordance with the Agreement.

20.3 The Customer shall immediately inform the Provider if it experiences an interruption or is unable to access the Service and provide all necessary information that may assist the Provider in determining the cause of the interruption. Provider shall determine in good faith whether the outage was within Provider's reasonable control and in its sole discretion, issue Customer service credits.

20.4 Service credits, if issued at Provider's discretion, shall be Customer's sole and exclusive remedy for any failure by Provider to comply with section 18.2. The value of service credits may not exceed the total amount payable by the Client in any given month. Upon termination of the Agreement, Customer’s claim for service credits shall immediately cease, except that any unused service credit previously permitted by Provider may be offset against any amount invoiced by Provider in respect of Hosted Services after such termination.

21. DISCLAIMER OF WARRANTIES

21.1 Except to the extent set forth in the SERVICE LEVEL in Section 20, CUSTOMER ACCEPTS THE CSM SOFTWARE “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE CSM SOFTWARE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE CSM SOFTWARE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION.

22. FORCE MAJEURE EVENT

22.1 "Force Majeure Event" means any act or event that: (a) prevents a party (the "Nonperforming Party") from performing its obligations or satisfying a condition to the other party’s (the "Performing Party") obligations under the Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. "Force Majeure Event" does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under the Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.

23. TERMINATION

23.1 Either party may terminate the Agreement by giving to the other party no less than 30 days written notice of termination.

23.2 The Provider may terminate the Agreement immediately by giving written notice to the Customer if: (a) any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and (b) the Provider has given to the Customer at least 10 days' written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Section.

23.3 The Customer may terminate the Agreement immediately by giving written notice to the Provider if the Provider commits any material breach of the Agreement.

23.4 Early Termination Fee (ETF). If Customer has selected an annual plan and decides to terminate the Agreement prior to the 12 months set forth in the Sales Proposal for any reason other than that set forth in section 21.3, Customer must pay an Early Termination Fee (ETF) in the amount equal to $300 and must pay it within 10 days after sending the Written Notice.

24. EFFECTS OF TERMINATION

24.1 Upon termination of the Agreement for any reason, any amounts owed under the Agreement will be immediately due and payable all rights and licenses granted under the Agreement will immediately cease to exist, and Customer must promptly discontinue all use of the CMS Software.

25. NOTICES

25.1 Any notice from one party to the other party under the Agreement must be given by email. If the stated time of receipt of the email is not within business hours, then the time of receipt will be when business hours begin on the next business day.

25.2 The Provider's email for notices is info@sentryims.com.

25.3 The Customer's email for notices is the provide in Sales Proposal.

25.4 Each party shall timely notify the other of any changes to the respective party’s contact email.

26. SEVERABILITY

26.1 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

26.2 If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

27. MODIFICATION

27.1 The Agreement may not be modified or amended except by means of a written document signed by or on behalf of each party. Notwithstanding, the Provider may modify or amend the Agreement by giving to the Customer at least 30 days' written notice of the proposed changes, providing that if the Provider gives to the Customer a notice under this Section, the Customer shall have the right to terminate the Agreement by giving written notice of termination to the Provider at any time during the period of 15 days following receipt of the Provider's notice.

28. ENTIRE AGREEMENT

28.1 The Agreement, the Proposal for Sale, the Authorization Payment Form and any other document signed and accepted by the Parties, such as the Free Trial Agreement, shall constitute the entire agreement between the parties.

29. LAW AND JURISDICTION

29.1 The Agreement shall be governed by and construed in accordance with the laws of the state of California. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts of California and the parties agree to submit to venue in Orange County, California.

30. INTERPRETATION

30.1 The section headings do not affect the interpretation of the Agreement.

30.2 In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

31. AUTHORITY

31.1 Customer represents that Customer has the full power, capacity, and authority to accept the Agreement. If Customer is accepting on behalf of its employer or another entity, Customer represents that it has full legal authority to bind its employer or such entity to the Agreement.

32. DEFINITIONS

- "Authorized User" means an account that allows a person authorized by the Customer to use the purchased Services, and to whom the Customer (or, where applicable, the Provider at the Customer's request) has provided a user identification and password.

- "Business Day" means any weekday other than a legal holiday in the United States;

- "Business Hours" means the hours of 09:00 to 17:00 PT on a Business Day.

- "Fees" means the amounts specified in the Sales Proposal and/or the Agreement.

- "Client Data" means all data that is uploaded, stored, or processed by the Provider on behalf of the Customer in relation to the Agreement, and may include, but is not limited to Customers’ and their clients’ names, signatures, addresses, contact information, date of birth, account numbers, policy numbers, social security numbers, credit reports, driver’s license numbers, customer lists, employees’ information, policies, pricing, sales data, security procedures, plans, programs, technical data and know-how, manuals, notes and specifications.

- "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected including, but not limited to, failures of the internet or any public telecommunications network, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, governmental restrictions, natural disasters, explosions, fires, floods, riots, terrorist attacks and acts of war.

- "Maintenance Services" means the general maintenance of and the application of Updates to the Platform.

- "Platform" means software and/or hardware used by the Provider to store and deliver CMS Software and Client Data via Cloud Services.

- "Sales Proposal" is the initial agreement and authorization between Customer and Provider to acquire CMS Software and Services as provided herein.

- "Seat(s)" means concurrent Authorized User(s) of the CMS Software pursuant to the terms of the Agreement.

- "Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under the Agreement.

33. LAST UPDATED

33.1 This Agreement was last updated as of the first date written above.