Terms & Conditions
Sentinel Box Service Terms & Conditions Agreement
- Services: The term “Services” shall refer to the “Sentinel Box Service”, powered by the Secure Sentinel Network (the “SSN”). The Services shall also include all hardware & software (“Infrastructure”) and decoy computer systems (called “Sentinels”) that the Relay provides to the Tenant in connection with the Services to which the Tenant has subscribed. The details of said Infrastructure & Sentinels are outlined under “Infrastructure and Services Provisions".
- Term of Agreement: This Agreement shall be effective upon the Tenants acceptance of this Agreement and is outlined under the “Infrastructure and Services Provisions” section of this Agreement.
- Network Assessment & Installation Fees: All new Sentinel Box deployments require the completion of a network assessment by the Relay which includes ALL physical Tenant locations & computer networks that will be protected by the Services (the Tenant’s “Protected Location(s)”). The cost of this assessment, as well as the cost for ongoing onsite support & maintenance, are included in the monthly subscription price of the Services.
- Monitoring of System Performance: The Relay will be responsible for monitoring all deployed Sentinel Box Equipment & all deployed Sentinels at all Protected Site(s) designated by the Tenant.
- Right to Renegotiate: The Relay reserves the right to renegotiate this Agreement, should the implementation of the new Sentinel Box deployment be halted for thirty (30) days or more.
- Extended Travel Charges: Additional charges may apply for on-site travel outside the greater Maryland area. Remote meetings via the Tenant’s preferred video conference platform or phone are available as alternatives to on-site meetings, where possible.
- Sentinel Box Equipment: “Sentinel Box Equipment” refers to all new or reconditioned equipment that the Relay provides as part of the Services, including, but not limited to, cabling or wiring, computer or server hardware, computer network devices, and any other hardware and includes all software & computer programs contained within Sentinel Box Equipment or downloaded to Tenant-owned Equipment.
- The Relay owns all deployed Sentinel Box Equipment
The Tenant expressly agrees that they will use the Sentinel Box Equipment exclusively in connection with the Services. The Tenant agrees that all Sentinel Box Equipment belongs to the Relay and will not be deemed fixtures or in any way part of the Tenant’s Protected Location(s).The Relay is responsible for all ongoing maintenance and support of the deployed Sentinel Box Equipment. This may require the Relay to periodically remove, upgrade, or replace the deployed Sentinel Box Equipment, at a time scheduled and based upon the availability of the Tenant or a designated representative of the Tenant.The Tenant may not sell, lease, modify, abandon, or give away the Sentinel Box Equipment, or permit any other Unauthorized 3rd Parties to use the Sentinel Box Equipment, including Sentinel Box Equipment for which an Unreturned Equipment Fee has been paid.
Sentinel Box Equipment may only be used at the Tenant’s designated Protected Location(s), unless expressly permitted to by the Relay. At the Tenant’s request, the Relay may add, remove, or relocate deployed Sentinel Box Equipment to different Protected Location(s). The Relay will provide the Tenant with an updated Infrastructure and Services Provision reflecting the updated environment, as well as an updated month invoice that reflects the new monthly fee.
THE TENANT UNDERSTANDS AND ACKNOWLEDGES THAT ANY ATTEMPTS BY THE TENANT TO INSTALL OR USE THE SENTINEL BOX EQUIPMENT OR SERVICES AT A LOCATION OTHER THAN THE DESIGNATED PROTECTED LOCATION(S) OR OTHERWISE EXPRESSLY AUTHORIZED BY THE RELAY, THE SENTINEL BOX SERVICE MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY.
Basically, please don't mess with our stuff.
- The Tenant does not own the deployed Sentinel Box Equipment, even if they pay an Unreturned Equipment FeeFor Avoidance of doubt, all Sentinel Box Equipment remains owned by the Relay, and the Relay retains the title to all Sentinel Box Equipment, at all times, including, but not limited to after payment of an Unreturned Equipment Fee. “Unreturned Equipment Fee” refers to a fee charged by the Relay to a Tenant for any unreturned Sentinel Box Equipment upon termination of the services provided under this Agreement.The payment of an Unreturned Equipment Fee shall not result in a sale of, or the transfer of title to, any Sentinel Box Equipment, and such Sentinel Box Equipment shall remain the property of the Relay, and the Relay retains title to Sentinel Box Equipment at all times.
If the Tenant pays an Unreturned Equipment Fee and subsequently returns the Sentinel Box Equipment undamaged (with the exception of normal wear and tear) the Tenant will be refunded their Unreturned Equipment Fee in full.
- The Relay owns all deployed Sentinel Box Equipment
- Ownership & Privacy of Data: All data (or “Digital Property”), including metadata & analytics, which is created using Tenant-owned Equipment, through the direct or indirect actions of a Tenant member, are considered to be the property of the Tenant. The Tenant’s Digital Property will, with the explicit consent of the Tenant, be used to improve the overall security performance of the SSN. The Tenant’s data shall never be sold to a 3rd party outside the SSN.
- Invoice and Payment: The Tenant will be invoiced each month for the infrastructure described under the “Infrastructure and Services” section of this Agreement. Invoices are due and payable upon receipt. Questionable charges or errors on an invoice shall be brought to the attention of the Relay within fourteen (14) days of the invoice date, or it will be presumed that the charges were correct as invoiced. Disputed charges will be reconciled in a timely fashion and a revised invoice will be issued, if necessary. The revised invoice will be due and payable upon receipt. Invoices or portions of invoices unpaid in excess of thirty (30) days from the invoice date shall accrue interest at a rate of 1.5% per month until paid in full. Invoices or portions of invoices in excess of ninety (90) will constitute a breach of this agreement. The Tenant hereby agrees to pay all costs and expenses incurred by the Relay, including but not limited to, reasonable attorney fees in pursuing collection of any sums not paid to the Relay pursuant to the terms of this Agreement.
- Representations and Warranties: Each party represents and warrants that it is fully authorized to enter into this Agreement. The Relay represents and warrants to the Tenant that any services provided hereunder will be performed in a professional manner by qualified and trained personnel. Unless specifically stated herein or in any service order, the Relay makes no warranties, representations, or agreements, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability or fitness for a particular purpose. IN NO EVENT SHALL THE RELAY BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS OR LOSS OF DATA ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PERFORMANCE OR BREACH THEREOF, THE SERVICES PROVIDED OR FAILED TO BE PROVIDED, INCLUDING BUT NOT LIMITED TO ANY DELAY, NON-DELIVERY, WRONG DELIVERY, SERVICE INTERRUPTION OR LOSS OF ACTUAL OR ANTICIPATED VALUE OF THE BUSINESS, EVEN IF RELAY HAS BEEN WARNED OF SUCH LOSS.
- Intellectual Property Rights: All Services, information, documents, materials, firmware, and software provided by the Relay are protected by trademark, copyright, patent, and other intellectual property laws and international treaty provisions. The Tenant is granted a revocable license to use the SSN architecture (without making any modification thereto) strictly in accordance with this Agreement. The Tenant has no other license to use firmware or software embedded in or used to provide the Services. The Tenant must not take any actions nor allow anyone else to take any actions that will reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code from the binary code of the firmware or software. All of the Relay’s and the Relay’s affiliates’ websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “Marks”) are and will remain the Relay’s and the Relay’s affiliates’ exclusive property. Nothing in this Agreement grants the Tenant the right or license to use any of the Marks.
- Indemnification: The Relay shall not be liable to the Tenant or to the Tenant’s agents, servants, employees, customers or invitees for any damage to person, property or project caused by any act, omission or neglect of the Tenant, its agents, servants or employees and the Tenant shall hold the Relay free and harmless from, and hereby indemnifies the Relay against any and all such claims, demands, causes of action, loss, costs, damages and expenses, including reasonable attorney’s fees. The Tenant shall not be liable to the Relay or to the Relay’s agents, servants, employees, customers or invitees for any damage to person or property caused by any act, omission or neglect of the Relay, its agents, servants or employees and the Relay shall hold the Tenant free and harmless from, and hereby indemnifies the Tenant against any and all such claims, demands, causes of action, loss, costs, damages and expenses, including reasonable attorney’s fees.
- Limitation of Liability: It is understood that any and all professional liabilities incurred by the Relay, throughout the course of rendering professional services under this contract, shall be limited to a maximum of the fee received by the Relay for all services rendered (not including reimbursable expenses and sub-consultants).
- Force Majeure: Neither party is liable for any failure in network performance if such failure is due to any cause or causes beyond such party's reasonable control, including without limitation, acts of God, fire, explosion, vandalism, acts of terrorism, cable cut, adverse weather conditions, governmental action, labor difficulties, Internet failure and supplier failures. Either party's invocation of this clause shall not relieve the Tenant of its obligation to pay the Relay for the provided Services.
- Compliance with Laws: The Tenant agrees not to use, or permit others to use, the Services in ways that (i) violate any law or applicable regulations, (ii) infringe the rights of others, or (iii) interfere with the security & functionality of the larger SSN, including its Relays, Tenants, Services, or other deployed Sentinel Box Equipment of the SSN. By way of example and not limitation, the Tenant agree not to execute cyberattacks such as distribute unsolicited advertising, chain letters, disinformation, or other unsolicited bulk electronic mail (i.e., spam); propagating computer worms, destructive programs or denial of service attacks or viruses; use a false identity; attempt to gain unauthorized entry to other computers, data, or any site or computer network; distribute or store child pornography; engage in cyberbullying; violate or seek to violate the privacy rights of other Tenants; distribute obscene or defamatory material over the Internet; or infringe copyrights, trademarks or other intellectual property rights. The Tenant further agrees to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Services. If the Services are provisioned outside the U.S., you agree to abide by all applicable local laws and regulations, including without limitation any laws governing the import of the Service. We reserve the right to suspend or terminate the Service (or any portion thereof) without notice in the event that your use of the Service, in our sole judgment, violates any applicable law, regulation or ordinance, or the terms of this Agreement or our AUP, or otherwise adversely affects or threatens any Verizon network or service, customer or employee, or, if you are determined to be a repeat infringer under our repeat infringement policy set forth in our AUP. We also reserve the right to provide information about your account and your use thereof to third parties as required or permitted by law.
- Compliance with Tenant Policies: In the event that the Tenant has adopted formal security policies, the Relay will ensure that the Services incorporate those policies in the design of the Sentinel Box Equipment, that its employees are made aware of such policies, and will also ensure ongoing compliance with these security policies. The Tenant will provide the Relay with up-to-date information on its security policies and will keep the Relay informed about any changes to these policies.
- Claims: The Tenant acknowledges that the Relay is a corporation and agrees that any claim made by the Tenant arising out of any act or omission of any director, officer, or employee of the Relay in the execution or performance of this contract shall be made against the Relay and not against such director, officer, or employee.
- Disputes: The Relay and the client shall have claims, disputes, and other matters in question between the parties to this contract arising out of or relating to the contract or breach thereof to be decided by mediation. If the matter cannot be resolved between the parties by mediation, any lawsuits filed shall be filed in state court in Baltimore County or federal court in the District Court of Maryland.
- Governmental Authorization, Regulatory Changes: This Agreement is subject to all applicable federal, state, and local laws, rules and regulations, and each party must comply with all applicable federal, state, and local laws, rules, regulations, and orders in performing its obligations hereunder. To the extent any provision of this Agreement conflicts with any such applicable law, rule or regulation, such law, rule, or regulation will supersede the conflicting provision. The Relay may discontinue, limit, or impose additional requirements to the provision of the Services, upon fifteen (15) days written notice, as required to meet regulatory requirements or when such requirements have a material, adverse impact on the economic feasibility of the Relay providing the Services, as determined in the Relay's reasonable business judgment.
- Termination of Agreements: This Agreement may be terminated by either Party upon thirty (30) days written notice if the other Party:- Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
- Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice.
- Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.
If either party terminates this Agreement, the Relay will assist the Tenant in the orderly termination of services, including the timely return of the Relay’s deployed Sentinel Box Equipment, as well as the timely transfer of the Services to another designated Relay. The Tenant agrees to pay the Relay the actual costs of rendering such assistance.
- Return of Sentinel Box Equipment: Upon termination or expiration of this Agreement, the Tenant agrees to return to the Relay all physical Sentinel Box Equipment which the Replay has provided to the Tenant in connection with the Services, and to cease use of all the Software provided and immediately delete such Software from your computer. In the event such Sentinel Box Equipment is not returned to the Relay within thirty (30) calendar days following such termination or expiration, the Relay reserves the right to charge the Tenant, and the Tenant agrees to pay an Unreturned Equipment Fee. If the Tenant pays an Unreturned Equipment Fee and subsequently returns the Sentinel Box Equipment undamaged (with the exception of normal wear and tear) the Tenant will be refunded their Unreturned Equipment Fee in full.
- Governing Law: This Agreement is governed by and subject to the laws of the State of Maryland.
- Headings: The headings herein are for convenience only and are not intended to have any substantive significance in interpreting this Agreement.
- Relationship of Parties: The parties are independent contractors, and nothing herein creates or implies an agency relationship or a joint venture or partnership between the parties.
- Attorney’s Fees: In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
- Notices: Whenever written notice is required to be provided by this Agreement, the Relay must provide such notice to the Tenant Client's billing address, and the Tenant must provide such notice to the Relay at Attn: . A notice is deemed given when personally delivered to the addresses or if sent by US mail, certified or registered, return receipt requested, on the third day after mailing (exclusive of Saturdays, Sundays, and postal holidays) or via facsimile upon receipt of facsimile confirmation.
- No Waiver: Either party's failure to enforce any provision or term of this Agreement shall not be construed as a future or continuing waiver of such provision or term of this Agreement.
- Public Releases, Use of Name: Neither party may issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of the Agreement or the Services provided hereunder without the prior written consent of the other party. The Tenant may not use the Relay’s name, logo, or service mark in marketing services to end users. The Tenant may use a “Protected by the SSN” logo, provided by the Relay, as part of their marketing services to their end users.
- Severability: If any provision hereunder is declared or held invalid, illegal, or unenforceable, this Agreement will be revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected portions of this Agreement shall remain in full force and effect so long as the Agreement remains consistent with the parties' original intent.
- Survival: The terms and conditions of this Agreement will survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose favor they operate.
- Successors and Assigns: The Tenant and the Relay each binds itself, its successors, assigns, and legal representatives to the other party of this contract, and to the successors, assigns, and legal representative of such other party with respect to all provisions of this contract. Neither The Tenant nor the Relay shall assign, set over, or transfer their interest, in whole or in part, in this contract without the prior written consent of the other, and any act in derogation hereof, shall, at the option of the non-assigning party, render the written contract terminated.
- Confidentiality: Both parties agree to keep confidential all information concerning the other party’s business or its ideas, products, customers, or services that could be considered to be “confidential information”. “Confidential Information” is any information belonging to or in the possession or control of a party that is of a confidential, proprietary or trade secret nature and that is furnished or disclosed to the other party. Both the Relay and the Tenant will enter into a separate Non-Disclosure Agreement regarding the treatment of Confidential Information.
- Non-Solicitation: The Tenant hereby agrees that it will not solicit for employment, hire, or contract with any of the Relay’s technical or professional personnel assigned either directly or indirectly to the Tenant's account during the term of this Agreement and for a period of six (6) months from its termination, regardless of the reason for termination.
- Whistleblower Protection: This Agreement follows the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is reported suspected violations of the law, or (ii) in a complaint or other document filed in a lawsuit if made under seal.
- Signatories: This Agreement shall be executed by , on behalf of , and delivered in the manner prescribed by laws as the date first written above.