Terms of Use — Sentinel

1. Agreement to These Terms

These Terms of Use (the "Terms") are a binding legal agreement between you ("you," "your," or "Customer") and Sentinel LAI, Inc., a Delaware corporation ("Sentinel," "we," "us," or "our"), governing your access to and use of: (a) the website located at sentinel-lai.com and any related web properties (the "Site"); and (b) the hosted Sentinel contract verification and simulation platform that we operate and make available to you over the internet, including its software, applications, application programming interfaces, models, documentation, reports, and outputs (the "Platform"). The Site and the Platform are referred to together as the "Services."

BY ACCESSING OR USING THE SERVICES, SIGNING IN TO AN ACCOUNT PROVISIONED FOR YOU, OR CLICKING TO ACCEPT THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

PLEASE READ SECTION 19 CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL, AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 19.9.

2. What These Terms Do Not Cover

2.1 Self-hosted and on-premises deployments. We also make the Sentinel software available for installation and operation on infrastructure controlled by a customer, including on-premises and air-gapped deployments. Those deployments are not governed by these Terms. They are licensed only under a separate written software licence agreement executed between you and us, which governs the licence grant, permitted copies, support, term, and the handling of data in that deployment. Nothing in these Terms grants any right to receive, install, copy, or operate the Sentinel software on your own infrastructure.

2.2 Consequence for data handling. Where you operate the Sentinel software yourself, you — not we — determine where the data is stored, who may access it, which model provider is configured, and how long anything is retained. Our Privacy Policy describes the hosted Services only, and the descriptions in Sections 7, 9 and 18 of these Terms of how Customer Content is processed, retained and deleted apply to the hosted Platform and do not describe a deployment you operate.

3. Precedence of Negotiated Agreements

If you have entered into a separate written agreement with us governing your use of the Services — including a master services agreement, subscription agreement, software licence agreement, pilot or evaluation agreement, order form, statement of work, data processing agreement, or non-disclosure agreement (each, a "Negotiated Agreement") — the terms of that Negotiated Agreement control to the extent of any conflict with these Terms. These Terms supplement, and do not replace, any Negotiated Agreement.

4. Eligibility, Authority, Export and Sanctions

The Services are offered solely for business and professional use. By using the Services, you represent and warrant that:

4.1 You are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract.

4.2 You are accessing the Services in the course of your trade, business, craft, or profession, and not as a consumer for personal, family, or household purposes.

4.3 If you are using the Services on behalf of a law firm, company, or other legal entity, you have full authority to bind that entity to these Terms, and "you" refers to both you individually and that entity.

4.4 You are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive economic sanctions administered by the United States, the European Union, or the United Kingdom, and you are not listed on, or owned or controlled by a party listed on, any applicable list of prohibited or restricted parties, including the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List.

4.5 You will comply with all applicable export control, sanctions, customs, and anti-corruption laws in connection with your use of the Services, and you will not make the Services available to any person or in any jurisdiction where doing so would breach those laws.

4.6 We may decline, condition, suspend, or terminate access to the Services at any time where we determine, in our reasonable judgement, that continued provision would or may breach applicable export control or sanctions law, including restrictions on the provision of information technology, software support, or cloud services to persons located in a restricted jurisdiction. This right applies regardless of any other provision of these Terms.

5. Evaluation Access; Beta Services; Usage Allowance

5.1 Current access model. Access to the Platform is currently provided on a limited, invitation-only basis for evaluation, proof-of-concept, demonstration, and pilot purposes. We grant access at our sole discretion and may decline, suspend, condition, or revoke access at any time.

5.2 Beta nature. THE PLATFORM IS PRE-RELEASE SOFTWARE UNDER ACTIVE DEVELOPMENT. It may contain defects, produce incomplete or inaccurate results, change materially without notice, or be discontinued. It is not offered with any service level commitment, uptime guarantee, support obligation, or warranty of any kind.

5.3 No fees; no reliance. Unless expressly stated in a Negotiated Agreement, evaluation access is provided without charge. You acknowledge that you have not paid for the Services and that you should not rely on the continued availability of the Services or of any data stored within them.

5.4 Usage allowance. Each account carries a usage allowance that bounds the cost of the model-backed features. When an account reaches its allowance, model-backed analysis pauses for that account until the allowance is raised or reset; features that do not depend on the model provider continue to operate. The allowance is an operational control, not a payment obligation, and reaching it is not a service level failure.

5.5 Feedback. You may choose to provide suggestions, evaluations, bug reports, or other feedback regarding the Services ("Feedback"). You grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use, reproduce, modify, and exploit Feedback for any purpose, without obligation or attribution to you. Feedback is not your Confidential Information, and you should not include your confidential information or Customer Content within Feedback.

6. Accounts, Provisioning and Security

6.1 No public sign-up. The Platform has no public registration. Accounts are provisioned by us, or by an administrator within your own organization to whom we have granted that ability ("Company Administrator"). You may not create an account by any other means.

6.2 Accurate information. You must provide accurate, current, and complete information for each account and keep it up to date.

6.3 Provisioned passwords are temporary. Every password set by us or by a Company Administrator, including on a password reset, is temporary: the account can perform no action other than setting its own password until it has done so.

6.4 Credential security. You are responsible for maintaining the confidentiality of your account credentials — including any API token issued to you — and for all activity occurring under your account, whether or not authorized by you. You may not share account credentials, permit access by any person who is not an authorized user within your organization, or use another party's account without authorization.

6.5 Authentication. The Platform authenticates users by username and password. It does not currently offer multi-factor authentication, single sign-on, or SAML federation. You are responsible for assessing whether that is adequate for the material you intend to submit.

6.6 Administrator visibility. Where your organization has a Company Administrator, that administrator can create, disable and delete accounts within your organization, reset passwords, set usage allowances, view each account's training-data consent status, and export that account's activity record — which includes sign-ins, password and consent changes, completed analyses, and the fact that a given document was opened or a given report viewed, together with the source network address and time of each event. Administrators cannot read the contents of another account's documents or reports through the Platform. If you are an individual user whose account was provisioned by your organization, your organization — not Sentinel — controls these decisions.

6.7 Security incidents. You must notify us at leo@sentinel-lai.com promptly upon becoming aware of any unauthorized access to or use of your account, or any other suspected security incident affecting the Services.

7. Customer Content

7.1 Definition. "Customer Content" means all contracts, documents, data, text, files, and other materials that you or your authorized users upload to, submit through, or generate using the Platform, together with the analyses, simulations, findings, and reports produced by the Platform from those materials ("Output"). References to Customer Content include Output unless stated otherwise.

7.2 Ownership. As between you and us, you retain all right, title, and interest in and to Customer Content. We claim no ownership of Customer Content or Output.

7.3 Limited licence to us. You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, and process Customer Content solely to the extent necessary to: (a) provide, maintain, and secure the Services for you; (b) prevent or address technical or security issues; and (c) comply with applicable law. This licence terminates when the Customer Content is deleted, subject only to the residual copies described in Section 18.5.

7.4 No training without your opt-in. WE DO NOT USE CUSTOMER CONTENT OR OUTPUT TO TRAIN, FINE-TUNE, OR OTHERWISE IMPROVE OUR MODELS OR THOSE OF ANY THIRD PARTY UNLESS THE RELEVANT ACCOUNT HAS GIVEN A SEPARATE, EXPRESS OPT-IN. That opt-in is a distinct affirmative act performed in the account's own settings; it is never bundled into acceptance of these Terms or of our Privacy Policy, and it is off by default. It may be withdrawn at any time, effective prospectively, in the same settings or by written notice to leo@sentinel-lai.com. Withdrawal does not require us to retrain or reverse the effect of any model already trained while the opt-in was in effect.

7.5 Quality records. Independently of Section 7.4, the Platform keeps a technical record of each analysis so that we can measure and regression-test the accuracy of the Services. Where an account has not opted in under Section 7.4, that record contains only identifiers, cryptographic hashes and classification labels, and the underlying clause text is withheld from it. Where an account has opted in, it may also contain the quoted clause. Deleting a document removes its entries from that record. Our Privacy Policy describes this in more detail.

7.6 Third-party model processing. You acknowledge that the Platform performs its analysis by transmitting Customer Content — including the text of contracts you upload — over an encrypted connection to a third-party provider of large language model inference services, and that the Platform is hosted on third-party cloud infrastructure. These providers act as our subprocessors. Our Privacy Policy and our subprocessors page identify them. The model provider's terms prohibit it from training its models on data submitted through its interface absent an explicit opt-in, which we have not given, and we have enabled its zero-data-retention setting so that request content is not persisted by it; the position in force and the date we last verified it are recorded on our subprocessors page. If your matter requires that Customer Content not leave infrastructure you control, contact us about a separate self-hosted deployment under Section 2.1 before uploading any Customer Content.

7.7 Your representations regarding Customer Content. You represent and warrant that, for all Customer Content you submit:

(a) you own it or have obtained all rights, consents, licences, and permissions necessary to submit it to the Services and to permit the processing described in these Terms;

(b) its submission and processing does not and will not violate any applicable law, contract, court order, protective order, confidentiality obligation, or third-party right;

(c) where the Customer Content belongs to or concerns your own client, you have satisfied all applicable professional responsibility obligations, including any duty to obtain informed client consent to the use of third-party technology and to the disclosures described in Section 7.6; and

(d) you have considered and accepted any consequences under applicable rules of attorney-client privilege, legal professional privilege, and work product doctrine of transmitting the Customer Content to us and to our subprocessors.

7.8 Prohibited content. You may not submit to the Services any: government-issued identification numbers; payment card or financial account numbers; protected health information subject to the Health Insurance Portability and Accountability Act; information subject to the Gramm-Leach-Bliley Act; classified or export-controlled technical data; biometric identifiers; or any special category of data requiring heightened legal protection, unless expressly agreed in advance in a Negotiated Agreement. The Services are not designed or certified for such data.

7.9 No malware scanning. Uploaded files are parsed, never executed, and the Platform does not scan them for malicious code. You are responsible for the files you submit.

7.10 Upload limits. The Platform accepts PDF and DOCX files subject to a per-file size limit published in the interface. We may change these limits at any time.

8. Data Protection

8.1 Roles. With respect to Customer Content, you are the controller (and, under the CCPA, the business) and we are the processor (and, under the CCPA, the service provider). With respect to account, Site and commercial-relationship information, we are the controller. Our Privacy Policy describes both roles.

8.2 Processing instructions. We will process Customer Content only on your documented instructions, which these Terms, our Privacy Policy and your use of the Platform's features constitute, and as required by applicable law. If we are required by law to process Customer Content otherwise, we will inform you before doing so unless the law prohibits it.

8.3 CCPA service provider certification. We certify that we understand the restrictions in this Section 8 and in California Civil Code § 1798.140(ag) and will comply with them. We will not: sell or share Customer Content; retain, use or disclose Customer Content for any purpose other than performing the Services for you, or as otherwise permitted by the CCPA; retain, use or disclose Customer Content outside the direct business relationship between you and us; or combine Customer Content with personal information received from another source, except as the CCPA permits.

8.4 Confidentiality and personnel. We will ensure that personnel authorized to process Customer Content are bound by confidentiality obligations and are granted access on a least-privilege basis.

8.5 Security. We will implement and maintain the technical and organizational measures described in our Privacy Policy, which are appropriate to the risk of the processing.

8.6 Subprocessors. You grant us a general authorization to engage subprocessors. We maintain a current list of subprocessors and their categories at sentinel-lai.com/subprocessors, and will give notice there of any addition or replacement before it takes effect. You may object to a new subprocessor on reasonable data protection grounds within fifteen (15) days of that notice, in which case we will use reasonable efforts to offer an alternative; if none is available, either party may terminate the affected Services. Each subprocessor is engaged under a written agreement imposing data protection obligations no less protective than those in this Section 8, and we remain liable for its performance.

8.7 Assistance. Taking into account the nature of the processing, we will assist you by appropriate technical and organizational measures, insofar as possible, in responding to requests from data subjects, and will assist you with data protection impact assessments, prior consultations and security incident notifications, in each case at your reasonable request.

8.8 Incident notification. We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Content, with the information reasonably available to us.

8.9 Deletion and return. On termination, Customer Content is deleted as described in Section 18. You may export Output in PDF and DOCX format from the Platform at any time during your access.

8.10 Audit. We will make available the information reasonably necessary to demonstrate compliance with this Section 8 and, no more than once per twelve months and on reasonable notice, will respond to a reasonable written audit questionnaire. On-site audits are available only under a Negotiated Agreement.

8.11 International transfers. Where Customer Content originating in the European Economic Area, the United Kingdom, or Switzerland is transferred to us or our subprocessors, the transfer is made under the European Commission's Standard Contractual Clauses (Module Two, controller to processor) and the UK International Data Transfer Addendum or Swiss equivalent, as applicable, which are incorporated into these Terms by reference and which the parties are deemed to have executed. Where a Negotiated Agreement or a separate data processing agreement addresses transfers, that instrument controls.

8.12 Data localization. If your jurisdiction imposes a data localization or in-country storage requirement on the material you intend to submit, the hosted Services are not a compliant route for that material. Contact us before uploading it.

9. No Legal Advice; No Attorney-Client Relationship

9.1 SENTINEL IS NOT A LAW FIRM, IS NOT ENGAGED IN THE PRACTICE OF LAW, AND DOES NOT PROVIDE LEGAL ADVICE, LEGAL OPINIONS, OR LEGAL REPRESENTATION.

9.2 No attorney-client relationship is created between you and Sentinel, or between you and any of our personnel, by your use of the Services or by any communication with us.

9.3 Output is informational analytical material produced by automated systems. It is not a legal opinion, is not a substitute for the judgment of a qualified attorney licensed in the relevant jurisdiction, and must not be relied upon as the sole basis for any legal, contractual, transactional, financial, or business decision.

9.4 You remain solely and fully responsible for all professional judgments, advice, filings, representations, and decisions you make, including where informed by Output. Where you are subject to rules of professional conduct, you remain solely responsible for your compliance with them, including duties of competence, supervision of technology, confidentiality, and candor.

9.5 Transmission of information to us does not create any duty of confidentiality on our part beyond the obligations expressly set out in these Terms, our Privacy Policy, or a Negotiated Agreement, and may in some circumstances affect claims of privilege. You should not send us information about a matter as to which you have not satisfied yourself on this point.

10. Nature and Limitations of Automated Analysis

10.1 The Platform combines a deterministic analysis engine with large language model inference and generated executable logic to analyze contracts and simulate outcomes. Model inference is used at multiple stages of the analysis, including detection, simulation, the review of candidate findings, drafting and the assistant. These techniques are inherently imperfect.

10.2 WITHOUT LIMITING SECTION 15, YOU ACKNOWLEDGE THAT OUTPUT MAY: fail to identify defects, contradictions, missing provisions, or risks that are present; identify issues that are not in fact present or material; suppress a finding that was in fact correct; misclassify clauses, parties, defined terms, dates, or monetary amounts; misinterpret governing law, market practice, or commercial intent; produce results that are inconsistent between runs; and reflect limitations or errors in third-party models outside our control.

10.3 OUTPUT REQUIRES INDEPENDENT REVIEW AND VERIFICATION BY A QUALIFIED HUMAN PROFESSIONAL BEFORE ANY USE. You must not use the Services as the exclusive means of reviewing any contract or of identifying any risk.

10.4 We make no representation that the Services will identify any particular category of defect, achieve any level of recall, precision, or accuracy, or meet any professional or industry standard.

10.5 The Platform does not make automated decisions about individuals. Its analysis is directed at contract terms and at the parties to a contract in their contractual capacity, and it does not produce legal effects concerning, or similarly significantly affect, any individual.

11. Acceptable Use

You may not, and may not permit any third party to:

11.1 access or use the Services to build, train, evaluate, or assist in developing a competing product or service, or for any competitive benchmarking or analysis, other than your own internal evaluation of whether to licence the Services;

11.2 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, architecture, prompts, or training methods underlying the Services, except to the extent this restriction is unenforceable under applicable law;

11.3 copy, modify, distribute, sell, sublicense, lease, lend, or create derivative works of the Services;

11.4 publish, disclose, or otherwise make public any performance, benchmark, accuracy, or evaluation results relating to the Services without our prior written consent;

11.5 remove, obscure, or alter any proprietary notice, mark, or attribution appearing in or on the Services;

11.6 access the Services through automated means, including scraping, crawling, or bulk extraction, except through interfaces we expressly provide for that purpose;

11.7 circumvent or attempt to circumvent any access control, usage limit, rate limit, authentication mechanism, or security feature of the Services;

11.8 introduce into the Services any malware, or any code intended to disrupt, disable, damage, or gain unauthorized access to any system or data;

11.9 use the Services to violate any applicable law, to infringe or misappropriate any third-party right, or to further any fraudulent, deceptive, or unlawful purpose;

11.10 conduct penetration testing, vulnerability scanning, or load testing of the Services without our prior written consent; or

11.11 use the Services in any manner that imposes an unreasonable or disproportionate load on our infrastructure or interferes with any other customer's use of the Services.

12. Our Intellectual Property

12.1 The Services, including all software, models, algorithms, methods, user interfaces, designs, documentation, text, graphics, and the "Sentinel" name and logos, and all intellectual property rights therein, are and remain our exclusive property or that of our licensors.

12.2 Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the hosted Services for your internal business purposes during the term of your access. No right to receive, install, copy, or operate the Sentinel software on your own infrastructure is granted by these Terms; see Section 2.1.

12.3 No rights are granted to you other than those expressly stated in these Terms. All rights not expressly granted are reserved.

12.4 We may collect and use aggregated and de-identified technical and operational data relating to the operation of the Services — such as error rates, latency, feature usage counts, and processing volumes — to operate, secure, analyze, and improve the Services, provided that such data contains no contract text and does not identify or permit the re-identification of you, your users, or any Customer Content.

13. Confidentiality

13.1 Each party may disclose to the other non-public information that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Content is your Confidential Information. The non-public elements of the Services, including Output methodology, pricing, and product roadmap, are our Confidential Information.

13.2 Each party will: use the other's Confidential Information solely to perform under these Terms; protect it using no less than reasonable care; and not disclose it except to its personnel, advisors, and subprocessors who have a need to know and are bound by confidentiality obligations no less protective than these.

13.3 Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party without restriction before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

13.4 A party may disclose Confidential Information to the extent legally compelled, provided it gives prompt notice to the other party where lawfully permitted and reasonably cooperates in seeking protective treatment.

14. Third-Party Services

The Services depend on, interoperate with, link to, or incorporate services, content, or software provided by third parties, including the model inference provider and cloud infrastructure provider identified on our subprocessors page. Other than as set out in Section 8, we do not control and are not responsible for third-party services, and their inclusion does not imply endorsement. Your use of any third-party service you engage directly is governed by that third party's own terms and privacy practices.

15. Disclaimer of Warranties

15.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

15.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

15.3 WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR ANY SERVER USED IN CONNECTION WITH THEM ARE FREE OF HARMFUL COMPONENTS; OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR SUITABLE FOR ANY PURPOSE.

15.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

15.5 NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY WARRANTY, RIGHT, OR REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE LAW APPLICABLE TO YOU.

16. Limitation of Liability

16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS; FOR LOSS, CORRUPTION, OR INACCURACY OF DATA; FOR BUSINESS INTERRUPTION; OR FOR THE COST OF SUBSTITUTE SERVICES — ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

16.3 YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED WITHOUT CHARGE DURING EVALUATION ACCESS, THAT THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT WE WOULD NOT MAKE THE SERVICES AVAILABLE WITHOUT THEM.

16.4 THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.5 NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR — WHERE APPLICABLE LAW SO PROVIDES — FOR WILFUL MISCONDUCT OR GROSS NEGLIGENCE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, IN WHICH CASE THE ABOVE APPLIES TO THE FULLEST EXTENT PERMITTED.

17. Indemnification

You will defend, indemnify, and hold harmless Sentinel and its officers, directors, employees, and agents from and against any third-party claim, demand, action, or proceeding, and all resulting losses, damages, liabilities, settlements, costs, and reasonable attorneys' fees, arising out of or relating to: (a) Customer Content, including any claim that it infringes, misappropriates, or violates any third-party right or any confidentiality, privilege, or protective order obligation; (b) your breach of these Terms or of any representation or warranty in them; (c) your violation of any applicable law or rule of professional conduct; or (d) your use of Output, including any reliance on Output by you or by any person to whom you provide it.

18. Term, Suspension, and Termination

18.1 These Terms apply from your first access to the Services and continue until terminated.

18.2 You may terminate at any time by ceasing all use of the Services and asking us or your Company Administrator to close your account.

18.3 We may suspend or terminate your access at any time, with or without cause and with or without notice, including if we reasonably believe you have breached these Terms, that your use poses a security or legal risk, or that we are required to do so by law.

18.4 What deletion does. When an account is closed or terminated, it is disabled immediately and its sessions are invalidated. Its documents, parses, reports, versions, exports and analysis history are permanently deleted from active production systems after a short cancellation window during which the closure can be reversed, and in any event within thirty (30) days. Deleting an individual document deletes its parse, its reports, its versions, its exports, its progress records, its browser-side history, and its entries in the quality record described in Section 7.5.

18.5 What survives deletion, and for how long. You acknowledge that:

(a) the Platform caches model answers, keyed by a cryptographic hash of the prompt that produced them, and those prompts contain contract language. The cache is shared across accounts by design and is not partitioned per account. A cached answer can only be reached by a request that already contains the same text, but the cached bytes remain on disk until the cache retention window collects them, which is up to thirty (30) days after the document or account was deleted. Write to leo@sentinel-lai.com if your policy requires erasure on a shorter cycle;

(b) a usage ledger and a summary record of a deleted account — containing no documents and no credentials — are archived for accounting, tax and audit purposes, and are retained under Section 11.4 of our Privacy Policy; and

18.6 You are responsible for exporting any Customer Content or Output you wish to retain before termination.

18.7 Survival. Sections 2, 5.5, 7.1, 7.2, 7.4, 7.5, 7.7, 8.3, 8.9, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18.4 through 18.7, 19, and 20 survive termination.

19. Dispute Resolution; Binding Arbitration; Class Action Waiver

19.1 Informal resolution first. Before initiating any arbitration or other proceeding, the parties will attempt in good faith to resolve the dispute informally. The initiating party will send written notice describing the dispute and the relief sought to the other party (to us at leo@sentinel-lai.com). The parties will confer for at least sixty (60) days from receipt of that notice. This process is a condition precedent to commencing arbitration.

19.2 Agreement to arbitrate. Except as set out in Sections 19.5 and 19.6, any dispute, claim, or controversy arising out of or relating to these Terms or the Services — including their formation, interpretation, breach, termination, validity, or enforceability — will be resolved exclusively by final and binding arbitration, and not in court.

19.3 Arbitration rules and forum. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, if the parties agree in writing, by the American Arbitration Association under its Commercial Arbitration Rules) then in effect. The arbitration will be conducted by a single arbitrator. The seat of arbitration is Wilmington, Delaware. Hearings may be conducted by videoconference unless the arbitrator determines an in-person hearing is necessary. The arbitration will be conducted in English.

19.4 Arbitrator's authority. The arbitrator has exclusive authority to resolve all issues of arbitrability, and to grant any remedy available in court under applicable law, subject to the limitations in Section 16. The arbitrator's award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.

19.5 Exceptions. Either party may: (a) bring an individual claim in small claims court if it qualifies; and (b) seek temporary or preliminary injunctive relief in the state or federal courts located in Wilmington, Delaware to prevent actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality obligations, pending arbitration. Seeking such relief does not waive the agreement to arbitrate.

19.6 Where arbitration is unavailable. If you are established in a jurisdiction whose mandatory law does not permit this arbitration agreement to be enforced against you, Sections 19.2 through 19.7 do not apply to you, and Section 20.2 governs instead. This Section 19.6 does not itself invalidate the arbitration agreement as to any other party.

19.7 CLASS ACTION WAIVER. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this Section 19.7 is found unenforceable as to any claim or request for relief, that claim or request will be severed and heard in court, and the remaining claims will proceed in arbitration.

19.8 JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY.

19.9 Your right to opt out of arbitration. You may opt out of Sections 19.2 through 19.8 by sending written notice to leo@sentinel-lai.com within thirty (30) days of the date you first accepted these Terms. The notice must state your name, the entity you represent, and a clear statement that you are opting out of the arbitration agreement. Opting out does not affect any other provision of these Terms and will not adversely affect your access to the Services.

19.10 Survival. This Section 19 survives termination of these Terms and of your access to the Services.

20. General Provisions

20.1 Governing law. These Terms and any dispute arising out of them are governed by the laws of the State of Delaware, excluding its conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. This choice does not deprive you of the protection of any mandatory provision of the law of your own jurisdiction that cannot be derogated from by agreement.

20.2 Venue. Subject to Section 19, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

20.3 Changes to these Terms. We may modify these Terms at any time. We will post the updated Terms on the Site with a revised "Last Updated" date. For changes that materially reduce your rights or materially increase your obligations, we will give at least thirty (30) days' notice by email to registered users or by notice within the Platform before the change takes effect; all other changes take effect when posted. Your continued use of the Services after a change takes effect constitutes acceptance. If you do not agree to a change, you must stop using the Services before it takes effect.

20.4 Notices. We may provide notices to you by email to the address associated with your account or by posting on the Site. You must send notices to us at leo@sentinel-lai.com and, where the notice concerns a dispute, also by courier to: Sentinel LAI, Inc., 2618 College Avenue, Berkeley, CA 94705, United States.

20.5 Assignment. You may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without our prior written consent; any attempted assignment without consent is void. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

20.6 Force majeure. We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, internet or utility failures, and failures of third-party providers.

20.7 No waiver. Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing and signed by us.

20.8 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in full force.

20.9 Relationship of the parties. The parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary, or employment relationship.

20.10 No third-party beneficiaries. Except as expressly stated, these Terms confer no rights on any third party.

20.11 Entire agreement. These Terms, together with our Privacy Policy and any applicable Negotiated Agreement, constitute the entire agreement between the parties regarding the hosted Services and supersede all prior or contemporaneous understandings on that subject.

20.12 Language. These Terms are made in English. Any translation is provided for convenience only; in the event of any conflict, the English version controls.

20.13 Interpretation. Section headings are for convenience only. "Including" means "including without limitation."

21. Contact

Questions about these Terms may be directed to:

Sentinel LAI, Inc.
2618 College Avenue
Berkeley, CA 94705
United States
Email: leo@sentinel-lai.com