Terms of Service

These Sentry Terms of Service (“Agreement”) are entered into by and between Functional Software, Inc. d/b/a Sentry (“Sentry” or “we”) and the entity or person placing an order for or accessing the Service (“Customer” or “you”). If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” in this Agreement mean your company.

If you have a separate written agreement with Sentry for your use of the Service, this Agreement will not apply to you.

This Agreement permits Customer to purchase subscriptions to the Service and other services from Sentry pursuant to Sentry ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Orders”) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Certain capitalized terms are defined in Section 20 (Definitions) and others are defined contextually in this Agreement.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Order referencing this Agreement.

Modifications to this Agreement: From time to time, Sentry may modify this Agreement. Unless otherwise specified by Sentry, changes become effective for Customer upon renewal of Customer’s current Subscription Term or entry into a new Order. Sentry will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order, and in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If Sentry specifies that changes to this Agreement will take effect prior to Customer’s next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Service for the terminated portion of the Subscription Term.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE UNDER THE AGE OF 16, PLEASE DO NOT USE THE SERVICE.

1. Overview. Sentry offers a suite of software-as-a-service solutions designed to identify, monitor and alert Customer to problems that are occurring in a Customer Application. These Services include code coverage reporting, error monitoring, performance monitoring and other application monitoring solutions. Customer uses SDKs to bundle Service Data about the Customer Application and send that Service Data to the Service. Customer may either create its own SDKs or select from reference SDKs that Sentry makes separately available for different software languages, frameworks and libraries. Customer controls what Service Data (including what, if any, personal information) are sent to and processed by the Service by configuring SDKs and the Service. Customer may also elect to import and export Service Data between the Service and certain Third-Party Platforms (e.g., messaging services, code repositories and project management solutions) through supported integrations.

2. The Service.

   1. Permitted Use. During the Subscription Term, Customer may access and use the Service only for its internal business purposes in accordance with any Scope of Use and the Documentation, the AUP and this Agreement.

   2. Users. Only Users may access or use the Service. The Service is not intended for and should not be used by anyone under the age of 16. Customer must ensure that all its Users are over 16 years old. Each User must keep login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by Sentry’s breach of this Agreement). Customer will promptly notify Sentry if it becomes aware of any compromise of any User login credentials. Sentry uses User account information as described in its Privacy Policy, but the Privacy Policy does not apply to Service Data.

   3. Restrictions. Customer will not (and will not authorize anyone else to) do any of the following: (a) provide access to (except for Users), distribute, sell or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service (except for Customer Applications) to, third parties, (c) use the Service to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Sentry), (e) modify or create derivative works of the Service or copy any element of the Service, (f) remove or obscure any proprietary notices in the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service or (i) transmit any viruses or other harmful materials to the Service.

   4. SDKs. In order to use the Service, Customer may be required to use SDKs to send Service Data about Customer Applications to the Service. Customer may create its own SDKs or select from reference SDKs that Sentry makes separately available in public repositories (“Reference SDKs”). Customer’s use of Reference SDKs is subject to the applicable license terms provided with such Reference SDKs and not the terms of this Agreement. Customer’s failure to properly implement SDKs may cause certain features of the Service to be unavailable or cease to function. The Service excludes SDKs, and Sentry shall have no warranty, support, indemnity or other obligations with respect to SDKs under this Agreement.

3. Support. If Customer has purchased a paid subscription to the Service, unless otherwise specified in an Order, during the Subscription Term Sentry will provide Support through Sentry’s online support page for the relevant service, or by email at the email address for the relevant Service, currently [email protected] and [email protected], respectively. Sentry will use reasonable efforts to respond to Support requests during business hours. For free or unpaid subscriptions to the Service, please visit our online support page for any support-related questions.

4. Data.

   1. Submission of Service Data. Customer controls the types and amounts of Service Data (including what, if any, personal information is included) that are submitted to the Service through Customer’s configuration and use of SDKs, the Service and Third-Party Platforms. Customer is responsible for its configuration of SDKs and the Service (including any decision not to use available data scrubbing tools or other privacy or security settings or features).

   2. Data Use.

      1. Service Data. Subject to this Agreement, and solely to the extent necessary to provide, maintain and improve the Service and Support to Customer, Customer grants Sentry the non-exclusive, worldwide right, during the term of this Agreement, to access, use, process, copy, perform, store, export, transmit and display Service Data. Solely to the extent reformatting Service Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to modify and create derivative works of Service Data. In addition to the rights granted above, Sentry may use Non-Identifying Data for Additional Uses. Only to the extent Customer so authorizes via its configuration of the Service, Sentry may use other elements of Service Data for Additional Uses; provided, however, that Sentry will not disclose any Service Data used in this manner externally unless it has been Aggregated or Anonymized.

      2. Usage Data. Notwithstanding anything to the contrary in the Agreement, Sentry may collect and use Usage Data to operate, improve and support the Service and for Additional Uses. Sentry will not disclose Usage Data externally, including in benchmarks or reports, unless it has been Aggregated or Anonymized.

   3. Security. Sentry uses reasonable technical and organizational measures designed to protect the Service and Service Data as described in the Security Policy.

   4. Personal Data. Unless Customer and Sentry have entered into a DPA, Customer will not submit any Personal Data to the Service.

   5. Protected Health Information. Sentry makes a BAA available for customers with subscriptions to eligible plans. Unless Customer’s then-current subscription is to an eligible plan and has entered into a BAA with Sentry, Customer will not submit any PHI to the Service.

   6. Location. Sentry will store Service Data in the region selected by Customer through its configuration of the Service. In addition, Sentry may process Service Data in the United States or in countries where its Affiliates and third-party sub-processors are located.

   7. Data Export and Deletion. During the Subscription Term, Customer may export or delete its Service Data from the Service using the export and deletion features described in the Documentation. After the Subscription Term, Sentry will delete Service Data in accordance with its standard schedule and procedures.

5. Customer Obligations.

   1. Generally. Customer is responsible for all Service Data, including its accuracy, and agrees to comply with Laws and the Documentation in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use Service Data with the Service and grant Sentry the rights in Section 4.2 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to Service Data.

   2. No Sensitive Personal Information. Customer must not use the Service with Sensitive Personal Information (except as permitted in accordance with Section 4.5 (Protected Health Information). Except as set forth in a BAA, Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Sentry is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, except for PHI submitted in accordance with Section 4.5 (Protected Health Information), Sentry has no liability for Sensitive Personal Information.

6. Suspension of Service. Sentry may suspend Customer’s access to the Service and related services: (i) if Customer breaches Section 2.3 (Restrictions) or Section 5 (Customer Obligations), (ii) if Customer’s account is 30 days or more overdue, (iii) if Customer’s actions risk harm to other customers or the security, availability or integrity of the Service (including by regularly exceeding any applicable rate limits) or (iv) if Customer fails to comply with the AUP. Where practicable, Sentry will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, Sentry will promptly restore Customer’s access to the Service in accordance with this Agreement.

7. Third-Party Platforms. Certain features or functionality of the Service may require Customer to use Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Sentry does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Service Data. If Customer enables a Third-Party Platform with the Service, Sentry may access and exchange Service Data with the Third-Party Platform on Customer’s behalf.

8. No Professional Services. Sentry does not provide any professional, consulting, work-for-hire, custom development or similar services of any type.

9. Commercial Terms.

   1. Subscription Term. Unless otherwise set forth on the applicable Order, each Subscription Term will automatically renew for an equivalent period unless either party gives the other party notice of non-renewal before the current Subscription Term ends (with respect to Customer, in accordance with Section 9.5 below).

   2. Fees and Taxes. Fees are as described in each Order. Fees are invoiced on the schedule in the Order. Unless the Order provides otherwise, all fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Sentry’s then-current rates, regardless of any discounted pricing in a prior Order. Except as expressly otherwise set forth herein, all fees are non-refundable. All Fees are exclusive of any applicable sales or other taxes or similar fees imposed by any government authority. Customer will (a) pay or reimburse all such taxes and fees (including any interest or penalties), if any, due, based on or measured by amounts payable by Customer under this Agreement (excluding taxes based on Sentry’s net income) or (b) furnish Sentry with evidence acceptable to the applicable government authority to sustain an exemption therefrom. If Customer is required by Laws to deduct withholding taxes from payments to Sentry, Customer will increase the amount payable to Sentry as necessary so that after making all required deductions and withholdings, Sentry receives and retains (free from any tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.

   3. On Demand. If Customer purchases a Service with on-demand usage and exceeds the applicable Scope of Use specified in the Order in a given month, Customer agrees to pay Sentry additional on-demand fees for such excess usage (“On Demand Usage”) monthly in arrears at the then-current price for On Demand Usage.

   4. Payment via Credit Card. If Customer is purchasing the Service via credit card, debit card or other payment card (”Credit Card”), the following terms apply:

      1. Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase the Service, Customer hereby authorizes Sentry (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Service and may include fees for On Demand Usage for the prior month.

      2. Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.

      3. Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Sentry and Sentry may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.

      4. Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information in its account settings.

      5. Payment of Outstanding Fees. Upon any termination, expiration or cancellation of a Subscription Term, Sentry will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of the Service during the Subscription Term (including any fees for On Demand Usage), after which Sentry will not charge Customer’s Credit Card for any additional fees.

   5. Cancellation. If Customer does not want to renew a subscription, Customer must cancel its account(s)/subscription(s) from its account settings. An email or phone request to cancel Customer’s account is not considered notice of non-renewal. Any cancellation will take effect only at the end of Customer’s then-current Subscription Term, and Customer will continue to owe all fees (including, if applicable, monthly subscription fees and fees for any On Demand Usage) for the duration of the then-current Subscription Term. Notwithstanding the foregoing, Sentry reserves the right, at its sole and absolute discretion, to permit Customer to cancel its subscription immediately without further liability by making a lump-sum payment to Sentry that is equal to the upcoming three (3) months of subscription fees that Customer would otherwise have owed Sentry.

   6. Upgrades and Downgrades. If Customer upgrades its plan or Scope of Use, we will immediately bill Customer for the applicable subscription fees. Downgrades will go into effect at the end of Customer’s then-current Subscription Term. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Downgrading account(s) may cause the loss of Service Data, features, or capacity of such account(s). We do not accept any liability for such loss.

10. Disclaimers. The Service, Support and all related Sentry services are provided “AS IS”. Sentry and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Unless otherwise expressly stated in this Agreement, Sentry does not warrant that Customer’s use of the Service will be uninterrupted or error-free, that Sentry will review Service Data for accuracy or that it will maintain Service Data without loss. Sentry is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Sentry’s control or for use of the Service in High Risk Activities. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period. Sentry does not warrant that using the Service will enable Customer to identify all issues or bugs in Customer Applications or that Customer will be able to correct issues or bugs reported by the Service. Sentry makes no warranties regarding the performance of Customer Applications and, as between the parties, Customer is solely responsible for Customer Applications.

11. Term and Termination.

    1. Term. This Agreement starts on the Effective Date and continues until expiration, cancellation or termination of all Subscription Terms.

    2. Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

    3. Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer’s access to the Service will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Service Data, which is addressed in Section 4.7). Service Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

    4. Survival. These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), 4.2 (Data Use), 5 (Customer Obligations), 9.2 (Fees and Taxes), 9.3 (On Demand), 9.4 (Payment via Credit Card) 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Terms) and 20 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

12. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Sentry’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Service Data provided to Sentry. Except for Customer’s use rights in this Agreement, Sentry and its licensors retain all intellectual property and other rights in the Service and related Sentry technology, templates, formats, machine learning or large language models and dashboards, including any modifications or improvements to these items made by Sentry. If Customer provides Sentry with feedback or suggestions regarding the Service or other Sentry offerings, Sentry may use the feedback or suggestions without restriction or obligation.

13. Limitations of Liability.

    1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

    2. Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Sentry during the prior 12 months under this Agreement.

    3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.3 (Restrictions) or 5 (Customer Obligations), (b) Customer’s breach of Section 15 (Confidentiality) or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 14 (Indemnification).

    4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

14. Indemnification.

    1. Indemnification by Customer. Customer will defend Sentry from and against any third-party claim to the extent resulting from Service Data or Customer’s breach or alleged breach of Section 5 (Customer Obligations) and will indemnify and hold harmless Sentry against any damages or costs awarded against Sentry (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

    2. Procedures. The indemnifying party’s obligations in this Section 14 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Sentry is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

15. Confidentiality.

    1. Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Sentry’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer’s Confidential Information includes Service Data.

    2. Obligations. As a receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Sentry, the subcontractors referenced in Section 19.9), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.

    3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.

    4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.

16. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Service Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

17. No-Charge Products. If Customer receives access to the Service or Service features on a no-charge, free or trial basis or as an alpha, beta or early access offering (“No-Charge Products”), use of such No-Charge Products is permitted only during the period designated by Sentry (or if not designated, 30 days). No-Charge Products are optional and either party may terminate No-Charge Products at any time for any reason. No-Charge Products may be inoperable, incomplete or include features that Sentry may never release, and their features and performance information are Sentry’s Confidential Information. Notwithstanding anything else in this Agreement, Sentry provides no warranty, indemnity, service levels or Support for No-Charge Products and its liability for No-Charge Products will not exceed US$50.

18. Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, Sentry may include Customer and its trademarks in Sentry’s customer lists and promotional materials, issue a press release identifying Customer as a Sentry customer, inform other potential customers that Customer is a Sentry customer and identify Customer as a customer in other forms of publicity (including, without limitation, case studies and blog posts), but will cease such use at Customer’s written request.

19. General Terms.

    1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities (each, a “Change of Control”). If Customer assigns this Agreement in a Change of Control permitted under this Section, Customer will update all necessary details in Customer’s account settings. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

    2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.

    3. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

    4. Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. Either party may update its contact information with notice to the other party. Notices to Sentry must be sent to: Functional Software, Inc. dba Sentry, Attn: Legal Department, 45 Fremont Street, 8th Floor, San Francisco, CA 94105-2250, USA (with a copy by email to [email protected]). Notices to Customer will be sent to the address (if any) set forth in the Order or by email to Customer’s email set forth in the Order. Sentry may also send notices to Customer through the Service.

    5. Entire Agreement. This Agreement (which includes all Orders, the Policies and, if applicable, the BAA and the DPA) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

    6. Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Sentry. Nonetheless, with notice to Customer, Sentry may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease Sentry’s overall obligations during a Subscription Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Sentry; any of these Customer documents are for administrative purposes only and have no legal effect.

    7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

    8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, pandemic, riot, Internet or utility failures, refusal of government license or natural disaster.

    9. Subcontractors. Sentry may use subcontractors and permit them to exercise Sentry’s rights, but Sentry remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

    10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

    11. Export Control. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Service. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Service in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.

    12. Government End-Users. Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.

20. Definitions

    “Additional Uses” means any legitimate business purposes such as analytics, benchmarking, reporting and developing new products and services.

    “Affiliate” means an entity directly or indirectly owned by, controlled by or under common control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

    “Aggregated or Anonymized” means de-identified or aggregated so that it does not individually identify Customer, its Users or any other person, and Sentry will not identify Customer as the source of such data.

    “AUP” means the Acceptable Use Policy, the current version of which is at https://sentry.io/legal/aup/.

    “BAA” means the Business Associate Agreement, if any, separately executed by the parties in connection with this Agreement.

    “CCPA” means the California Consumer Privacy Act of 2018 (California Civil Code §§1798.100 et seq.); as may be amended, superseded or replaced from time to time.

    “Customer Application” means Customer’s application, website or other offering owned and operated by (or for the benefit of) Customer which Customer uses the Service to monitor.

    “Documentation” means Sentry’s usage guidelines and standard technical documentation for the Service, the current versions of which are at https://docs.sentry.io/ and https://docs.codecov.com/docs, respectively.

    “DPA” means the Data Protection Addendum, if any, separately executed by the parties in connection with this Agreement.

    “European Data Protection Legislation” means the data protection and privacy laws and regulations enacted in Europe and applicable to the Personal Data in question, including as applicable: (a) the GDPR; (b) the Federal Data Protection Act of 19 June 1992 (Switzerland); and/or (c) in respect of the United Kingdom, the Data Protection Act 2018 and any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; in each case as may be amended, superseded or replaced from time to time.

    “GDPR” means European Union Regulation 2016/679, as may be amended, superseded or replaced from time to time.

    “High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.

    “Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

    “Non-Identifying Data” means elements of Service Data that by their nature cannot be used to identify Customer or its Users. For avoidance of doubt, Non-Identifying Data will not include any Personal Data, source code, content or attachments.

    “Order” has the meaning set forth in the second paragraph of this Agreement.

    “Personal Data” means personal data or personal information (as those terms are defined by European Data Protection Legislation or the CCPA, as applicable).

    “PHI” means any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”).

    “Policies” means the AUP, Privacy Policy, Security Policy or any other Sentry policies referenced in or attached to this Agreement.

    “Privacy Policy” means the Privacy Policy for the relevant Service, the current versions of which are at https://sentry.io/privacy/ and https://about.codecov.io/privacy/, respectively.

    “SDK” means a software developer kit or other input tool that enables Customer to submit Service Data regarding a Customer Application to the Service.

    “Scope of Use” means any monthly usage quota or seat allowance set forth in an Order.

    “Security Policy” means the Security Policy for the relevant Service, the current versions of which are at https://sentry.io/security/ and https://about.codecov.io/security/, respectively.

    “Sensitive Personal Information” means any (a) special categories of data enumerated in the GDPR, Article 9(1) or any successor legislation, (b) PHI, (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic laws.

    “Service” means Sentry’s proprietary cloud service identified in the relevant Order or otherwise provided to Customer, as modified from time to time. The Service includes the Documentation but does not include SDKs or Third-Party Platforms.

    “Service Data” means data collected from a Customer Application that is reported to the Service, such as the occurrence of a software exception or bug, software test coverage metrics, telemetry that captures how a user interacts with a Customer Application, software performance metrics or system resource usage (including any associated context, metadata, files or attachments) or any other data, content or materials that Customer (including its Users) submits to the Service, including from Third-Party Platforms.

    “Subscription Term” means the term for Customer’s use of the Service as identified in an Order.

    “Support” means technical support for the Service.

    “Third-Party Platform” means any platform, add-on, service or product not provided by Sentry that Customer elects to integrate or enable for use with the Service.

    “Usage Data” means technical logs, data and other learnings about Customer’s and its Users’ configuration and use of the Service, such as monthly quota information and frameworks in use.

    “User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Service on its behalf.

21. Purchase from Reseller. If Customer obtained the Service through an authorized reseller of Sentry (“Reseller”), the following terms are applicable and will prevail in event of any conflict with any other provisions of this Agreement:

    1. This Agreement is between Sentry and Customer and governs all access and use of the Service by Customer. Resellers are not authorized to modify this Agreement or make any promises or commitments on Sentry’s behalf, and Sentry is not bound by any obligations to Customer other than as set forth in this Agreement. Sentry is not party to (or responsible under) any separate agreement between Customer and Reseller and is not responsible for the Reseller’s acts, omissions, products or services.

    2. Customer’s order details (e.g., Scope of Use and fees) will be as stated in the Order placed by Reseller with Sentry on Customer’s behalf. The Reseller is responsible for the accuracy of such Order.

    3. The amount paid by Customer to the Reseller will be deemed the amount paid or payable by Customer to Sentry under this Agreement for purposes of Section 13 (Limitations of Liability).

    4. Instead of paying Sentry, Customer will pay the applicable amounts to the Reseller, as agreed between Customer and the Reseller. If the Reseller fails to pay Sentry the applicable fees for Customer’s use of the Service, Sentry reserves the right to terminate the applicable Subscription Term for such Service and all related rights granted hereunder.

    5. In the event Customer is entitled to a refund under this Agreement, Customer must request such refund through the Reseller. Any request sent directly to Sentry may be redirected to the Reseller. Sentry will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding such fees to Customer, unless otherwise specified by Sentry. Sentry will have no further liability to Customer in the event the Reseller fails to refund such fees to Customer.