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SENTINELPRO TERMS OF USE

Last Modified: May 30, 2025

These SentinelPro Terms of Use (the “Agreement”) are a legally binding contract between a customer of the SentinelPro Services (the “Customer) and ValServ Inc. (“ValServ). This Agreement governs Customer’s access to and use of the SentinelPro Services.

THIS AGREEMENT TAKES EFFECT WHEN CUSTOMER CLICKS THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SENTINELPRO SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SENTINELPRO SERVICES, CUSTOMER (A) ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT CUSTOMER HAS THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS.

IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SENTINELPRO SERVICES.

1. Definitions

  • “Authorized User(s)” means Customer and Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the SentinelPro Services under the Customer’s subscription and the rights granted to Customer pursuant to this Agreement.
  • “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by, or on behalf of, Customer or any other Authorized User through the SentinelPro Services.
  • “Documentation” means ValServ's user manuals and guides relating to the SentinelPro Services and other end user documentation or materials relating to the SentinelPro Services provided or made available by ValServ.
  • “SentinelPro Services” means the services provided by ValServ under this Agreement that are detailed on ValServ's website available at www.sentinelpro.com and reflected in the Customer's subscription order.
  • “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the SentinelPro Services.
  • “ValServ IP” means the SentinelPro Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing, including without limitation all patents, trade secrets, know-how, copyrights, trademarks, software, source code, object code, designs, algorithms, methodologies, user interfaces, databases, technical specifications, processes, and all derivative works, improvements, and modifications thereof, whether registered or not, in or relating to the SentinelPro Services. For the avoidance of doubt, ValServ IP includes Aggregated Statistics and any information, data, or other content derived from ValServ's monitoring of Customer's access to or use of the SentinelPro Services, but does not include Customer Data.

2. Access and Use

  • Provision of Access. Subject to and conditioned on Customer’s payment of Fees (as applicable) and compliance with all other terms and conditions of this Agreement, ValServ hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the SentinelPro Services during the Term solely for Customer’s internal business operations by Authorized Users in accordance with the terms and conditions herein. Notwithstanding the foregoing, ValServ reserves the right to change the SentinelPro Services and any of its contents, stop providing the SentinelPro Services entirely or any of its features to Customer or users generally, or create usage limits for the SentinelPro Services, at any time and without prior notice or any liability to Customer. In the event ValServ discontinues the SentinelPro Services, as Customer’s sole and exclusive remedy, ValServ shall refund Customer the prepaid Fees for any unused SentinelPro Services on a prorated basis.
  • Documentation License. Subject to the terms and conditions contained in this Agreement, ValServ hereby grants Customer a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for Customer’s internal business purposes in connection with Customer’s use of the SentinelPro Services.
  • Use Restrictions. Customer shall not, and shall not permit any Authorized Users to, use the SentinelPro Services, any software component of the SentinelPro Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the SentinelPro Services, any software component of the SentinelPro Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SentinelPro Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SentinelPro Services, in whole or in part; (iv) remove any proprietary notices from the SentinelPro Services or Documentation; or (v) use the SentinelPro Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
  • Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, ValServ may monitor Customer's use of the SentinelPro Services and collect and compile data and information related to Customer's use of the SentinelPro Services to be used by ValServ in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the SentinelPro Services (“Aggregated Statistics”). As between ValServ and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by ValServ. Customer acknowledges that ValServ may compile Aggregated Statistics based on Customer Data input into the SentinelPro Services. Customer agrees that ValServ may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
  • Reservation of Rights. ValServ reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the ValServ IP.
  • Suspension. Notwithstanding anything to the contrary in this Agreement, ValServ may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the SentinelPro Services if: (i) ValServ reasonably determines that (A) there is a threat or attack on any of the ValServ IP; (B) Customer's or any other Authorized User's use of the ValServ IP disrupts or poses a security risk to the ValServ IP or to any other customer or vendor of ValServ; (C) Customer or any other Authorized User is using the ValServ IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) ValServ's provision of the SentinelPro Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of ValServ has suspended or terminated ValServ's access to or use of any third-party services or products required to enable Customer to access the SentinelPro Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). ValServ shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the SentinelPro Services following any Service Suspension. ValServ shall use commercially reasonable efforts to resume providing access to the SentinelPro Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. ValServ will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

3. Customer Responsibilities

  • Acceptable Use of SentinelPro Services. The SentinelPro Services may not be used for unlawful, fraudulent, offensive, or obscene activity. Customer will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.sentinelpro.com from time to time.
  • Account Use. Customer is responsible and liable for all uses of the SentinelPro Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the SentinelPro Services and shall cause Authorized Users to comply with such provisions.
  • Customer Data. Customer hereby grant to ValServ a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for ValServ to provide the SentinelPro Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.
  • Registration, User Names and Passwords. To register for the SentinelPro Services, Customer must complete the registration process by providing ValServ with current, complete, and accurate information as prompted by the registration form, including a user name and password, unless one is provided to Customer (“Access Credentials”). The Access Credentials may also include utilizing a third-party authentication provider. Unless otherwise agreed by ValServ, such Access Credentials shall be created for and provided to a human individual user only. Any Access Credentials that are no longer in use by such individual for whom Customer created such Access Credentials must be disabled immediately upon the earlier of (i) such individual is no longer utilizing that individual’s Access Credentials, (ii) such individual has not utilized their Access Credentials for longer than ninety (90) consecutive days, or (iii) this Agreement is terminated in accordance with Section 13. Accordingly, Customer shall be responsible for keeping all Access Credentials, including passwords and other credentials associated with the SentinelPro Services, confidential. Customer shall not sell, share or transfer any Access Credentials to any other person or entity, except for Authorized Users. Customer will promptly notify ValServ about any unauthorized access to Customer’s Access Credentials.
  • Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to Customer for acceptance within the SentinelPro Services by website link or otherwise. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products.

4. Service Levels and Support

  • Service Levels. Subject to the terms and conditions of this Agreement, ValServ shall use commercially reasonable efforts to maintain the availability of, and access to, the SentinelPro Services (“Service Levels”), excluding periods of scheduled maintenance or downtime resulting from unexpected issues. ValServ shall not be required to, and will not, provide any support levels or other standards of performance or availability in connection with the SentinelPro Services beyond the services levels explicitly stated in the preceding sentence.
  • No Support. This Agreement does not entitle Customer to any support for, or in connection with, the SentinelPro Services.

5. Fees and Payment

Customer shall pay ValServ the fees as described on https://sentinelpro.com/pricing (“Fees”) in accordance with the SentinelPro Services subscription plan selected by Customer. The Fees will be charged in advance on the day the Customer subscribes to a plan for the one (1) month period beginning on such day, and the Fees will be charged on a monthly basis thereafter. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting ValServ's other rights and remedies: (i) ValServ may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse ValServ for all costs incurred by ValServ in collecting any late payments or interest, including reasonable attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, ValServ may suspend, in accordance with Section 2(f), Customer's and all other Authorized Users' access to any portion or all of the SentinelPro Services until such amounts are paid in full or permanently. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, provincial or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on ValServ's income. ValServ reserves the right to change the Fees payable for the SentinelPro Services or any new or existing features or functionality at any time by providing written notice to Customer. Any such changes will be effective as of the following subscription period unless otherwise indicated.

6. Subscription

Unless Customer cancels the subscription before the end of the current subscription period, Customer’s subscription to the SentinelPro Services will automatically renew and Customer hereby authorizes ValServ and/or ValServ’s designated payment processors (Stripe or any processor designated by ValServ to process payments pursuant to this Agreement) on ValServ’s behalf, to collect the applicable subscription Fees for each subsequent period (including any taxes, fees and charges payable) using the payment method saved on record for Customer . By subscribing to the SentinelPro Services, Customer agrees to be bound by Stripe’s Terms of Service and Privacy Policy, which may be updated from time to time, and Customer authorizes ValServ to share with Stripe any information Customer provides to ValServ to the extent required to complete Customer’s transactions and manage Customer’s payment-related account activities. ValServ is not responsible for any errors or omissions by Stripe. Customer is solely responsible for ensuring that payment information is accurate and up to date. Subscriptions may be cancelled at any time in the Customer’s account settings, and such cancellation shall take effect at the end of the then-current monthly subscription period. Customer acknowledges that cancelling its subscription to the SentinelPro Services for any reason will not immediately terminate access to the SentinelPro Services and ValServ will not refund any remaining portion of Customer’s subscription, in whole or in part, provided however, that Customer will be able to continue access to, and use of, the SentinelPro Services for the remaining subscription period then in progress. CUSTOMER, AND NOT VALSERV, IS RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO CUSTOMER’S CREDIT CARD BY A THIRD PARTY, EVEN IF THEY WERE NOT AUTHORIZED BY CUSTOMER.

7. Confidential Information

From time to time during the Term, ValServ and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Privacy Policy

ValServ complies with its privacy policy, available at https://sentinelpro.com/privacy-policy (“Privacy Policy”), in providing the SentinelPro Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the SentinelPro Services, Customer acknowledges that Customer has reviewed and accepted ValServ’s Privacy Policy, and Customer consents to all actions taken by ValServ with respect to Customer’s information in compliance with the then-current version of the Privacy Policy.

9. Intellectual Property Ownership; and Feedback

As between Customer and ValServ, (a) ValServ owns all right, title, and interest, including all intellectual property rights, in and to the SentinelPro Services and the Aggregated Statistics, and (b) Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data. If Customer or any of Customer’s employees, contractors, or agents sends or transmits any communications or materials to ValServ by mail, email, telephone, or otherwise, suggesting or recommending changes to the SentinelPro Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), ValServ is free to use such Feedback irrespective of any other obligation or limitation between Customer and ValServ governing such Feedback. All Feedback is and will be treated as non-confidential. Customer hereby assign to ValServ on Customer’s behalf, and shall cause Customer’s employees, contractors, and agents to assign, all right, title, and interest in, and ValServ is free to use, without any attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although ValServ is not required to use any Feedback.

10. Limited Warranty and Warranty Disclaimer

  • Limited Warranty. ValServ warrants that it will provide the SentinelPro Services using a commercially reasonable level of care and skill. VALSERV DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS, OR GUARANTEES REGARDING UPTIME OR AVAILABILITY OF THE SENTINELPRO SERVICES OTHER THAN AS EXPLICITLY STATED HEREIN. THE FOREGOING WARRANTY DOES NOT APPLY, AND VALSERV STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
  • Customer Warranty. Customer warrants that it owns all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and Customer’s use of the SentinelPro Services is in compliance with the acceptable use provisions contained herein, this Agreement, and all applicable laws.
  • DISCLAIMER. THE SENTINELPRO SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND VALSERV SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VALSERV SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VALSERV MAKES NO WARRANTY OF ANY KIND THAT THE SENTINELPRO SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUATOMER’S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER’S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Indemnification

  • Indemnification by ValServ. ValServ shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the SentinelPro Services, or any use of the SentinelPro Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies ValServ in writing of the Third-Party Claim, cooperates with ValServ, and allows ValServ sole authority to control the defense and settlement of such Third-Party Claim. ValServ’s indemnification obligations under this Section 11(a) shall be subject to, and shall not exceed, the exclusions and limitations set forth in Section 12. If such a Third-Party Claim is made or ValServ reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit ValServ, at ValServ's sole discretion, to (i) modify or replace the SentinelPro Services, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If ValServ determines that neither alternative is reasonably available, ValServ may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 11(a) sets forth Customer’s sole and exclusive remedies and ValServ’s sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the SentinelPro Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. This Section 11(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.
  • Indemnification by Customer. Customer shall indemnify, hold harmless, and, at ValServ's option, defend ValServ and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights; or (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the SentinelPro Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against ValServ unless ValServ consents to such settlement, and further provided that ValServ will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

12. Limitations of Liability

IN NO EVENT WILL VALSERV BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER VALSERV WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL VALSERV'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO VALSERV UNDER THIS AGREEMENT IN THE SIX (SIX) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000.00, WHICHEVER IS LESS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO THE CUSTOMER’S OBLIGATIONS UNDER SECTION 11.

13. Term

The term of this Agreement begins on the Effective Date and continues until terminated as permitted herein. SentinelPro Services that are specified to automatically renew will renew indefinitely on a monthly basis unless earlier terminated pursuant to this Agreement's express provisions.

14. Termination

  • By ValServ. In addition to any other express termination right set forth in this Agreement, ValServ may terminate this Agreement for any reason, at any time, upon written notice to Customer. In the event ValServ terminates this Agreement under this Section 0(a), as Customer’s sole and exclusive remedy, ValServ shall refund Customer the prepaid Fees for any unused SentinelPro Services on a prorated basis.
  • By Customer. Customer may terminate this Agreement at any time by cancelling its subscription in Customer’s account settings. Such termination shall take effect at the end of the then-current monthly subscription period. Customer acknowledges that terminating this Agreement for any reason will not immediately terminate access to the SentinelPro Services and ValServ will not refund any remaining portion of Customer’s subscription, in whole or in part, provided however, that Customer will be able to continue access to, and use of, the SentinelPro Services for the remaining subscription period then in progress.
  • By Either Party. Either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured five (5) days after the non-breaching party provides the breaching party with written notice of such breach. Either party may also terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  • Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the SentinelPro Services and the ValServ IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund except as expressly provided herein. Customer acknowledges and agrees that account termination may result in loss or destruction of any Customer Data associated with Customer’s account.
  • Survival. This Section 14(e), Sections 5, 7, 11, 12, 16, and 22, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

15. Modifications

Customer acknowledges and agrees that ValServ has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Customer is responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the SentinelPro Services after the effective date of the modifications will be deemed acceptance of the modified terms. ValServ will provide at least five (5) days' advance notice of changes to any service level that ValServ reasonably anticipates may result in a material reduction in quality or services.

16. Governing Law and Jurisdiction

This agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the Federal courts of the United States or the courts of the State of New York, in each case located in New York County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

17. Statute of Limitations

To the maximum extent permitted by applicable law, Customer and ValServ agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the SentinelPro Services or use thereof, or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred. The parties waive the right to make a claim or file an action arising directly or indirectly in relation to this Agreement under any longer statute of limitations.

18. Notice

Any notices to ValServ must be sent to ValServ’s corporate headquarters address available at https://sentinelpro.com/contact and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from ValServ. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the SentinelPro Services or this Agreement. Customer agrees that any notices, agreements, disclosures, or other communications that ValServ sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

19. Severability

The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

20. No Waiver

Any failure to act by ValServ with respect to a breach of this Agreement by Customer or others does not constitute a waiver and will not limit ValServ’s rights with respect to such breach or any subsequent breaches.

21. Assignment

This Agreement is personal to Customer and may not be assigned or transferred for any reason whatsoever without ValServ’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. ValServ expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

22. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.