Terms and Conditions for Sentry Road

TORMEY LEARNING SOLUTIONS, INC., DBA SENTRY ROAD

TERMS AND CONDITIONS

These Terms and Conditions (the “Terms and Conditions”) govern Customer’s license and use of Sentry Road Services. By executing an Order Form that references these Terms and Conditions, Customer agrees to these Terms and Conditions. Sentry Road and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” Capitalized terms have the definitions set forth herein.

These Terms and Conditions were last updated on October 25, 2024. These Terms and Conditions are effective between Customer and Sentry Road as of the date of Customer accepting these Terms and Conditions pursuant to an Order Form (the “Effective Date”).

Definitions.
1. “Aggregated Statistics” means data and information generated by or related to Customer's use of the Services that is used by Sentry Road in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
2. “Agreement” means these Terms and Conditions together with the Order Form.
3. “Authorized User” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to the Agreement and (ii) for whom access to the Services has been purchased by Customer.
4. “Customer” means the customer identified on the Order Form.
5. “Customer Data” means, other than Aggregated Statistics, Customer’s information, data, trademarks, logos, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
6. “Documentation” means Sentry Road's user manuals, handbooks, and guides (video, audio or written) relating to the Services provided by Sentry Road to Customer either electronically or in hard copy form.
7. “Fees” has the meaning defined in Section 4(a) hereinbelow.
8. “Initial Term” has the meaning set form in the Order Form.
9. “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i) issued patents and patent applications; (ii) trademarks, service marks, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing; (iii) copyrights, including all applications and registrations; (iv) trade secrets, know-how, inventions (whether or not patentable), technology, and other confidential and proprietary information and all rights therein; (v) internet domain names and social media accounts and pages; and (vi) other intellectual or industrial property and related proprietary rights, interests, and protections.
10. “Licenses” means the licenses selected by Customer pursuant to the Order Form.
11. “Order Form” means an order form executed by Customer and Sentry Road that references and incorporates these Terms and Conditions.
12. “Renewal Term” has the meaning set forth in the Order Form.
13. “Sentry Road IP” means all Intellectual Property of Sentry Road, the Services, the Documentation, and any and all Intellectual Property provided to Customer or any Authorized User by Sentry Road in connection with the foregoing. For the avoidance of doubt, Sentry Road IP includes Aggregated Statistics and any information, data, or other content derived from Sentry Road's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
14. “Sentry Road Platform” means the platform whereby Sentry Road will provide online training services.
15. “Sentry Road Programs” means any of the programs or services offered by Sentry Road to its customers, the administration of the Sentry Road Platform, or any other such program offered by Sentry Road from time to time.
16. “Sentry Road Site” means that certain worldwide Web site(s) operated by or on behalf of Sentry Road and located at a subdomain or subpage at www.SentryRoad.com, or any other site managed or hosted by Sentry Road.
17. “Sentry Road Technology” means, collectively, the Sentry Road Platform, the Sentry Road Site, and any interfaces thereto, made available by Sentry Road to Customer or an Authorized User in connection with these Terms and Conditions.
18. “Services” means, collectively, the online training courses, materials and services provided on the Sentry Road Platform, the Sentry Road Programs, the Licenses, and any other services Sentry Road provides to the Customer pursuant to the Order Form.
19. “Term” has the meaning set forth in the Order Form.
Access and Use.
1. Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other/the terms and conditions of the Agreement, Sentry Road hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(h)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Sentry Road shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth on the Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable pursuant to the Order Form.
2. Documentation License. Subject to these Terms and Conditions, Sentry Road hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(h)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services, and not to be shared or disclosed to third parties.
3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in the 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 Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the 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.
4. Reservation of Rights. Sentry Road reserves all rights not expressly granted to Customer in these Terms and Conditions. Except for the limited rights and licenses expressly granted under these Terms and Conditions, nothing in these Terms and Conditions 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 Sentry Road IP.
5. Suspension. Notwithstanding anything to the contrary in the Agreement, Sentry Road may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Sentry Road reasonably determines that (A) there is a threat or attack on any of the Sentry Road IP; (B) Customer's or any Authorized User's use of the Sentry Road IP disrupts or poses a security risk to the Sentry Road IP or to any other customer or vendor of Sentry Road; (C) Customer, or any Authorized User, is using the Sentry Road 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) Sentry Road's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Sentry Road has suspended or terminated Sentry Road's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 4(b)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Sentry Road 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 Services following any Service Suspension. Sentry Road shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Sentry Road will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur because of a Service Suspension.
6. Service Levels. Except for any Service Suspension, any scheduled maintenance and any downtime resulting from outages of third-party connections or utilities (including but not limited to electrical, cellular and Internet service interruptions) or other reasons beyond Sentry Road’s control (“Permitted Downtime”), Sentry Road shall provide material functionality of the Services. In the event non-Permitted Downtime continues for more than three (3) business days, Customer's sole and exclusive remedy, and Sentry Road's entire liability, in connection with any Service unavailability shall be limited to the provisioning of credits for each day of non-Permitted Downtime in excess of three (3) business days.
7. Support. During the Term, Sentry Road agrees to provide e-mail and telephone support between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday, excluding federal and bank holidays (“Support Hours”). Customer and Authorized Users may initiate a helpdesk ticket during Support Hours by emailing admin@sentryroad.com. Sentry Road will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.
8. Aggregated Statistics. Notwithstanding anything to the contrary in these Terms and Conditions, Sentry Road may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Sentry Road and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property therein, belong to and are retained solely by Sentry Road. Customer acknowledges that Sentry Road may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Sentry Road 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.
Customer Responsibilities.
1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of the 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 the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of the Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
Fees and Payment.
1. Fees. Customer shall timely pay Sentry Road the fees (“Fees”) as set forth in the Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. Except as otherwise specified herein, (i) Fees are based on number of Licenses purchased pursuant to the Order Form and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) quantities of Licenses purchased in an Order Form cannot be decreased during the relevant Term, though no additional fee will be charged for a new Authorized User being granted access to the License of a terminated Authorized User. Customer acknowledges that the Fees are subject to an annual price increase of 5%.
2. Late Fees. If Customer fails to make any payment when due, without limiting Sentry Road's other rights and remedies: (i) Sentry Road 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 Sentry Road for all costs incurred by Sentry Road in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Sentry Road may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
3. Taxes. All Fees and other amounts payable by Customer under the 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, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Sentry Road's income.
4. Authorized User/License Changes.
  1. If, after the Effective Date, Customer decides to designate additional Authorized Users, the Customer may request such additional Licenses at any time. The cost for these additional Licenses will be prorated based on the time remaining in the current Term. The additional licenses will be billed at the agreed-upon per-License rate specified in the Order Form, effective from the date of activation for the remainder of the Term. Customer acknowledges that the minimum number of Licenses agreed upon in the Order Form must be maintained throughout the current Term. The Customer may not reduce the number of Licenses until the beginning of a subsequent Renewal Term. Any request to decrease the number of Licenses must be provided in writing at least thirty (30) days prior to the end of the current Term. Adjustments will take effect in the subsequent Renewal Term.
  2. Customer will timely notify Sentry Road of any changes to the Authorized Users. Sentry Road will use commercially reasonable efforts to provide such Authorized Users with access to the Sentry Road Technology or remove access to any previous Authorized User who is no longer an Authorized User, within a reasonable amount of time thereafter.

Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party Confidential Information. “Confidential Information” includes Sentry Road IP, any information about a Party’s business affairs, products, confidential Intellectual Property, trade secrets, third-party confidential information, other sensitive or proprietary information, and any information which a reasonable person would deem to be confidential, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential”. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (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, contractors or professional advisors 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 made aware of and agree to comply with the obligations to maintain and protect the other Party’s Confidential Information. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order 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 the Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; 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 the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Ownership and Usage; Feedback.
1. Sentry Road IP. Customer acknowledges that, as between Customer and Sentry Road, Sentry Road owns all right, title, and interest, including all Intellectual Property rights, in and to the Sentry Road IP.
2. Usage Data. Sentry Road may collect and use usage data for diagnosing issues, improving services, and developing analytics and may sell data so long as any Customer’s or Authorized User’s identity is depersonalized and aggregated. All data collected for operations remains Sentry Road’s Intellectual Property.
3. License Grant. Sentry Road grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Sentry Road Technology as provided, and to allow Customer’s Authorized Users to do the same with assigned credentials. Customer shall not permit its Authorized Users to share or allow others to use such Authorized User’s usernames and passwords. Customer shall timely inform Sentry Road of any unauthorized access to the Services.
4. Authorized User Information; Consent to Email and Text Communications. Sentry Road may contact Customer and its Authorized Users as needed for delivering of Services, including support and troubleshooting. Customer authorizes Sentry Road to send text messages and e-mail correspondence to communicate with Customer and Authorized Users, including marketing communications about Services.
5. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Sentry Road by mail, email, telephone, or otherwise, suggesting or recommending changes to the Sentry Road IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Sentry Road is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Sentry Road on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Sentry Road is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Sentry Road is not required to use any Feedback.
Disclaimers.
1. THE SENTRY ROAD IP IS PROVIDED “AS IS” AND SENTRY ROAD HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SENTRY ROAD 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. SENTRY ROAD MAKES NO WARRANTY OF ANY KIND THAT THE SENTRY ROAD IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
2. SENTRY ROAD IS NOT A LAW FIRM AND IS NOT PROVIDING ANY LEGAL ADVICE ON COMPLIANCE WITH APPLICABLE LAWS. CUSTOMER AGREES AND ACKNOWLEDGES THAT ANY INFORMATION PROVIDED BY SENTRY ROAD ON THE SENTRY ROAD PLATFORM, ANY SENTRY ROAD PROGRAM, OR THE SENTRY ROAD SITE SHALL NOT BE RELIED ON AS LEGAL ADVICE AND ANY INACCURACIES IN SUCH INFORMATION SHALL NOT BE ATTRIBUTED TO ANY FAULT OF SENTRY ROAD. SENTRY ROAD STRIVES TO UPDATE ITS COURSE MATERIALS TO ADDRESS CHANGES IN REGULATIONS AND INDUSTRY BEST PRACTICES, BUT IT IS NOT COMMERCIALLY FEASIBLE TO BE ENTIRELY CURRENT AND CUSTOMER SHALL NOT HOLD SENTRY ROAD RESPONSIBLE FOR ANY OUTDATED OR INCOMPLETE MATERIALS OR LIABLE FOR ANY LOSSES RESULTING THEREFROM.
Indemnification.
1. Sentry Road Indemnification.
  1. Sentry Road shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with the Agreement, infringes or misappropriates such third party's Intellectual Property rights, provided that Customer promptly notifies Sentry Road in writing of such Third-Party Claim, cooperates with Sentry Road, and allows Sentry Road sole authority to control the defense and settlement of such Third-Party Claim.
  2. If a Third Party-Claim is made or appears possible, Customer agrees to permit Sentry Road, at Sentry Road's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Sentry Road determines that neither alternative is reasonably available, Sentry Road may terminate the Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
  3. This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Sentry Road or authorized by Sentry Road in writing; (B) modifications to the Services not made by Sentry Road; or (C) Customer Data.
2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Sentry Road's option, defend Sentry Road from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with the Agreement, infringes or misappropriates such third party's Intellectual Property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by the Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Sentry Road or authorized by Sentry Road in writing; or (iv) modifications to the Services not made by Sentry Road, provided that Customer may not settle any Third-Party Claim against Sentry Road unless Sentry Road consents to such settlement, and further provided that Sentry Road 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.
3. Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER'S SOLE REMEDIES AND SENTRY ROAD'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Limitations of Liability.
1. SENTRY ROAD SHALL HAVE NO LIABILITY FOR THE ACTIONS OR OMISSIONS OR OTHER CONDUCT OF CUSTOMER OR ANY AUTHORIZED USER IN THE OPERATIONS OF ITS BUSINESS OR ANY ACTIONS OR OMISSIONS OF ANY AUTHORIZED USER. SENTRY ROAD IS NOT LIABLE TO CUSTOMER, AUTHORIZED USER OR ANY THIRD-PARTY FOR ANY ACCIDENTS OR INCIDENTS WHICH MAY ALLEGEDLY BE RELATED TO INFORMATION PROVIDED OR NOT PROVIDED IN ANY TRAINING MATERIALS OR OTHER SERVICES PROVIDED BY SENTRY ROAD TO CUSTOMER OR ANY AUTHORIZED USER THEREOF.
2. IN NO EVENT WILL SENTRY ROAD BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND 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; OR (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY. IN NO EVENT WILL SENTRY ROAD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE LESSER OF ONE YEAR OF FEES PAID BY CUSTOMER TO SENTRY ROAD UNDER THE AGREEMENT OR $50,000.
Term and Termination.
1. Term. The Term of the Agreement is set forth on the Order Form.
2. Termination. In addition to any other express termination right set forth in the Agreement:
  1. Sentry Road may terminate the Agreement, effective on written notice to Customer, if Customer breaches any of its obligations under Section 2(c) or Section 5;
  2. either Party may terminate the Agreement, effective on written notice to the other Party, if the other Party breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
  3. either Party may terminate the 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.
3. Effect of Expiration or Termination; Post Termination Rights of Customer. Upon termination of the Agreement, Customer shall immediately discontinue use of the Sentry Road IP and Services and, without limiting Customer's obligations under Section 5 or any other terms and conditions of this Agreement, Customer shall delete from all devices, destroy, or return all copies of the Sentry Road IP and certify to Sentry Road that the Sentry Road IP has been deleted or destroyed. No expiration or termination 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. Notwithstanding the foregoing, so long as Customer is not past due on any Fees or other monies owed under the Agreement, Customer shall be entitled to download and retain copies of certifications or other forms of evidence of participation and completion of trainings by its Authorized Users during the Term.
4. Survival. This Section 10(d) and Sections 1, 2, 3, 4, 5, 6, 7(b), 8, 9, and 12 survive any termination or expiration of the Agreement. No other provisions of the Agreement survive the expiration or earlier termination of the Agreement.
Representations and Warranties.
1. Sentry Road. Sentry Road represents and warrants that it has the authority to enter into the Agreement, its execution is duly authorized, and it will perform services professionally and comply with applicable laws.
2. Customer represents and warrants that it has the authority to enter into the Agreement, its execution is duly authorized, and it has or will obtain the necessary rights and permissions for Sentry Road to access and use the Customer Data needed to perform the Services. The Customer will comply with applicable laws.
Miscellaneous.
1. Entire Agreement. These Terms and Conditions, together the Order Form, constitutes the sole and entire Agreement of the Parties with respect to the Services and other subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such Services and subject matter. In the event of any inconsistency between the statements made in the body of these Terms and Conditions and the related Order Form, the following order of precedence governs: (i) first, the Order Form; and (ii) second, the Terms and Conditions.
2. Independent Contractors. The Parties are independent contractors, and no agency, partnership, franchise, joint venture, or employment relationship is intended or created by the Agreement. Neither Party will make any warranties or representations on behalf of the other Party.
3. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in the Agreement, a Notice is effective only if the Party giving the Notice has complied with the requirements of this Section.
4. Force Majeure. In no event shall Sentry Road be liable to Customer, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Sentry Road's reasonable control, including but not limited to acts of God, flood, fire, earthquake, hurricane, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
5. Amendment and Modification; Waiver. No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
6. Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
7. Governing Law; Submission to Jurisdiction. The Agreement is governed by and construed in accordance with the internal laws of the State of Florida 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 Florida. Any legal suit, action, or proceeding arising out of or related to the Agreement or the Licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Tampa and County of Hillsborough, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
8. Waiver of a Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
9. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Sentry Road. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. The Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
10. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

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