Terms and Conditions

Sentrana Terms of Use
Version 2.0
Effective Date: July 1, 2014
Last Updated Date: July 1, 2014
 

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF SENTRANA, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) BY SENTRANA OR USERS OF THE SITE (“USERS”), CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SENTRANA, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF SENTRANA YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

THE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Your use of certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by Sentrana in its sole discretion at any time.  When changes are made, Sentrana will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new Users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 below).  Sentrana may require you to provide consent to the updated Terms in a specified manner before further use of the Website and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such changes.  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1.   Use of the Services and Sentrana Properties. 

      1.1   Use.  The Website, the Services (if any), and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, the “Sentrana Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, Sentrana grants you a limited license to reproduce portions of Sentrana Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Sentrana in a separate license, your right to use any Sentrana Properties is subject to the Terms.
          
        1.2   Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Sentrana Properties or any portion of Sentrana Properties, including the Website,  (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Sentrana Properties (including images, text, page layout or form) of Sentrana; (c) you shall not use any metatags or other “hidden text” using Sentrana’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Sentrana Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Sentrana Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Sentrana Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Sentrana Properties. Any future release, update or other addition to Sentrana Properties shall be subject to the Terms.  Sentrana, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of Sentrana Properties terminates the licenses granted by Sentrana pursuant to the Terms.

      1.3   Third-Party Materials.  As a part of Sentrana Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Sentrana to monitor such materials and that you access these materials at your own risk.

2.   Registration.

      2.1   Registering Your Account.  In order to access certain features of Sentrana Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”), has a valid account on the social networking service (“SNS”) through which the User has connected to the Services (each such account, a “Third-Party Account).

      2.2   Access Through a SNS.  If you access the Services through a SNS as part of the functionality of the Website and/or the Services, you may link your Account with Third-Party Accounts, by allowing Sentrana to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.  You represent that you are entitled to disclose your Third-Party Account login information to Sentrana and/or grant Sentrana access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Sentrana to pay any fees or making Sentrana subject to any usage limitations imposed by such third-party service providers.  By granting Sentrana access to any Third-Party Accounts, you understand that Sentrana may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Sentrana Properties (“Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through Sentrana Properties via your Account.  Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 3.1) for all purposes of the Terms.  Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on Sentrana Properties. Please note that if a Third-Party Account or associated service becomes unavailable or Sentrana’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through Sentrana Properties.  You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.  Sentrana makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Sentrana is not responsible for any SNS Content.
 
     2.3   Registration Data
.  In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Sentrana Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.   You may not share your Account or password with anyone, and you agree to (1) notify Sentrana immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Sentrana has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sentrana has the right to suspend or terminate your Account and refuse any and all current or future use of Sentrana Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account per platform or SNS at any given time.  Sentrana reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use Sentrana Properties if you have been previously removed by Sentrana, or if you have been previously banned from any of Sentrana Properties.

3.   Responsibility for Content.
          
      3.1   Types of Content
.  You acknowledge that all Content, including Sentrana Properties, is the sole responsibility of the party from whom such Content originated.  This means that you, and not Sentrana, are entirely responsible for all Content that you post, e-mail, transmit or otherwise make available (“Make Available”) through Sentrana Properties (“Your Content”), and other Users of Sentrana Properties, and not Sentrana, are similarly responsible for all Content they Make Available through Sentrana Properties (“User Content”).

     3.2   No Obligation to Pre-Screen Content.  You acknowledge that Sentrana has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Sentrana reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Terms, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that Sentrana pre-screens, refuses or removes any Content, you acknowledge that Sentrana will do so for Sentrana’s benefit, not yours.  Without limiting the foregoing, Sentrana shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

4.   Ownership.

      4.1   Sentrana Properties.  Except with respect to Your Content and User Content, you agree that Sentrana and its suppliers own all rights, title and interest in Sentrana Properties (including but not limited to, any computer code, documentation and data).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Sentrana Properties.

     4.2   Trademarks. Sentrana’s name and other related graphics, logos, service marks and trade names used on or in connection with Sentrana Properties or in connection with the Services are the trademarks of Sentrana and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in Sentrana Properties are the property of their respective owners.

     4.3   Your Content.  Sentrana does not claim ownership of Your Content.  However, when you as a User post or publish Your Content on or in Sentrana Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 

     4.4   Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on Sentrana Properties, you hereby expressly permit Sentrana to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

     4.5   Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Sentrana.

      4.6   Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Sentrana through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Sentrana has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Sentrana a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Sentrana Properties.

5.   User Conduct.

      5.1   Hacking.  You agree that you will not, under any circumstances: (a) use automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with any Sentrana Properties; (b) interfere with or damage Sentrana Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (c) access, tamper with or use non-public areas of Sentrana Properties, Sentrana’s computer systems, or the technical delivery systems of Sentrana’s providers; or (d) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Sentrana or any of Sentrana’s providers or any other third party (including another User) to protect Sentrana Properties.

       5.2   Unauthorized Use or Access. You agree that you will not, under any circumstances: (a) interfere or attempt to interfere with the proper functioning of Sentrana Properties or connect to or use Sentrana Properties in any way not expressly permitted by the Terms; (b) systematically retrieve data or other content from our Sentrana Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise; (d) make any automated use of Sentrana Properties, or take any action that imposes or may impose (in Sentrana’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for Sentrana Properties; or (e) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Sentrana Properties, or to obtain any information from Sentrana Properties.

     5.3    General.  In connection with your use of Sentrana Properties, you shall not:

     (a)   Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;

      (b)   Impersonate any person or entity, including, but not limited to, Sentrana personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

     (c)   Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

     (d)   Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; or

     (e)   Register for more than one Account or register for an Account on behalf of an individual other than yourself.

6.   Investigations.  Sentrana may, but is not obligated to, monitor or review Sentrana Properties and Content at any time.  Without limiting the foregoing, Sentrana shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.  Although Sentrana does not generally monitor user activity occurring in connection with Sentrana Properties or Content, if Sentrana becomes aware of any possible violations by you of any provision of the Terms, Sentrana reserves the right to investigate such violations, and Sentrana may, at its sole discretion, immediately terminate your license to use Sentrana Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7.   Indemnification.  You agree to indemnify and hold Sentrana, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Sentrana Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations.  Sentrana reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sentrana in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Sentrana Properties.

8.   Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SENTRANA PROPERTIES IS AT YOUR SOLE RISK, AND SENTRANA PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.SENTRANA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SENTRANA PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SENTRANA PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SENTRANA PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN SENTRANA PROPERTIES WILL BE CORRECTED.

9.   Limitation of Liability.

      9.1   Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SENTRANA PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE SENTRANA PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SENTRANA PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SENTRANA PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO SENTRANA PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

      9.2   Cap on Liability.  UNDER NO CIRCUMSTANCES WILL SENTRANA PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY SENTRANA AS A RESULT OF YOUR USE OF SENTRANA PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM.  IF YOU HAVE NOT PAID SENTRANA ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, SENTRANA’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).

      9.3   Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

10.   Procedure for Making Claims of Copyright Infringement.  It is Sentrana’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Sentrana by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Sentrana Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Sentrana Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Sentrana’s Copyright Agent for notice of claims of copyright infringement is as follows: [Include name or title, and physical address of Copyright Agent[A5] ].

11.   Term and Termination. 

        11.1   Term.  The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Sentrana Properties, unless terminated earlier in accordance with the Terms.

        11.2   Prior Use.  Notwithstanding the foregoing, if you used Sentrana Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Sentrana Properties (whichever is earlier) and will remain in full force and effect while you use Sentrana Properties, unless earlier terminated in accordance with the Terms.

        11.3   Termination of Services by CompanySentrana has the right to suspend or terminate any Services provided to you, except as may otherwise be agreed to in Supplemental Terms. You agree that all terminations for cause shall be made in Sentrana’s sole discretion and that Sentrana shall not be liable to you or any third party for any termination of your Account.

         11.4   Termination of Services by YouIf you want to terminate the Services provided by Sentrana, you may do so by (a) notifying Sentrana at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Sentrana's address set forth below. 

        11.5   Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination  of  all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Sentrana will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

12.   Remedies.

        12.1   Violations.  If Sentrana becomes aware of any possible violations by you of the Terms, Sentrana reserves the right to investigate such violations.  If, as a result of the investigation, Sentrana believes that criminal activity has occurred, Sentrana reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Sentrana is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Sentrana Properties, including Your Content, in Sentrana’s possession in connection with your use of Sentrana Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Sentrana, its Users or the public, and all enforcement or other government officials, as Sentrana in its sole discretion believes to be necessary or appropriate.

       12.2   Breach.  In the event that Sentrana determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Sentrana Properties, Sentrana reserves the right to:

        (a)   Warn you via e-mail (to any e-mail address you have provided to Sentrana) that you have violated the Terms;

        (b)   Delete any of Your Content provided by you or your agent(s) to Sentrana Properties;

        (c)   Discontinue your registration(s) with the any of Sentrana Properties, including any Services or any Company community;

        (d)   Discontinue your subscription to any Services;

        (e)   Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

        (f)   Pursue any other action which Sentrana deems to be appropriate.

       12.3   No Subsequent Registration.  If your registration(s) with or ability to access Sentrana Properties, or any other Company community is discontinued by Sentrana due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Sentrana Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Sentrana Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Sentrana reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

13.   International Users[A6] Sentrana Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Sentrana intends to announce such Services or Content in your country.  Sentrana Properties are controlled and offered by Sentrana from its facilities in the United States of America. Sentrana makes no representations that Sentrana Properties are appropriate or available for use in other locations.  Those who access or use Sentrana Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.

14.   General Provisions.

        14.1   Electronic Communications.  The communications between you and Sentrana use electronic means, whether you visit Sentrana Properties or send Sentrana e-mails, or whether Sentrana posts notices on Sentrana Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Sentrana in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sentrana provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.
 
       14.2   Assignment
.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sentrana’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

       14.3   Force Majeure.  Sentrana shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

       14.4   Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Sentrana Properties, please contact us at: sysadmin@sentrana.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

       14.5   Limitations PeriodYOU AND SENTRANA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, SENTRANA PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

       14.6   Dispute Resolution.

        (a)   Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief.  Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Terms.  The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider.  The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider.  Notwithstanding the foregoing, Sentrana may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.  Please note that the laws of the jurisdiction where you are located may be different from [Insert state whose law will govern per Section 17.8 below.] law, including the laws governing what can legally be sold, bought, exported, offered or imported.  You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of Sentrana Properties.

        (b)   Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law.  The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”).  As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). 

        (c)   You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court.   Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.  You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT.  Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. 

        (d)   You and Sentrana must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR SENTRANA MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Sentrana will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) Sentrana also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.

       (e)   The arbitral proceedings, and all pleadings and written evidence will be in the English language.  Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 12 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or Sentrana may bring an individual action in small claims court.Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement.Such claims shall be exclusively brought in the state or federal courts located in the State of Delaware.Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in the state of Delaware, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within the state of Delaware for such purpose.A request for interim measures shall not be deemed a waiver of the right to arbitrate.

        (f)   With the exception of (d)(i) and (ii) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.  If, however, either (d)(i) or (ii) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Sentrana shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in the state of Delaware. By using Sentrana Properties in any manner, you agree to the above arbitration provision.
                For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
       14.7   Governing Law.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

       14.8   Choice of Language.  It is the express wish of the parties that the Terms and all related documents have been drawn up in English.  C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

       14.9   Notice.  Where Sentrana requires that you provide an e-mail address, you are responsible for providing Sentrana with your most current e-mail address.  In the event that the last e-mail address you provided to Sentrana is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Sentrana’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Sentrana at the following address:  sysadmin@sentrana.com.  Such notice shall be deemed given when received by Sentrana by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

      14.10   Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

      14.11   Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

       14.12   Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

      14.13   Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

15.   International Provisions.  The following provisions shall apply only if you are located in the countries listed below.

       15.1   United Kingdom.  A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

       15.2   Germany.  Notwithstanding anything to the contrary in this Agreement, Sentrana is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

End of Terms
 
 
Sentrana Terms of Use
Version 2.0
Effective Date: July 1, 2014
Last Updated Date: July 1, 2014
 
PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF SENTRANA, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) BY SENTRANA OR USERS OF THE SITE (“USERS”), CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SENTRANA, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF SENTRANA YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

THE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Your use of certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by Sentrana in its sole discretion at any time.  When changes are made, Sentrana will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new Users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 below).  Sentrana may require you to provide consent to the updated Terms in a specified manner before further use of the Website and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such changes.  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1.   Use of the Services and Sentrana Properties. 

      1.1   Use.  The Website, the Services (if any), and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, the “Sentrana Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, Sentrana grants you a limited license to reproduce portions of Sentrana Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Sentrana in a separate license, your right to use any Sentrana Properties is subject to the Terms.
          
        1.2   Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Sentrana Properties or any portion of Sentrana Properties, including the Website,  (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Sentrana Properties (including images, text, page layout or form) of Sentrana; (c) you shall not use any metatags or other “hidden text” using Sentrana’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Sentrana Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Sentrana Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Sentrana Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Sentrana Properties. Any future release, update or other addition to Sentrana Properties shall be subject to the Terms.  Sentrana, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of Sentrana Properties terminates the licenses granted by Sentrana pursuant to the Terms.

      1.3   Third-Party Materials.  As a part of Sentrana Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Sentrana to monitor such materials and that you access these materials at your own risk.

2.   Registration.

      2.1   Registering Your Account.  In order to access certain features of Sentrana Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”), has a valid account on the social networking service (“SNS”) through which the User has connected to the Services (each such account, a “Third-Party Account).

      2.2   Access Through a SNS.  If you access the Services through a SNS as part of the functionality of the Website and/or the Services, you may link your Account with Third-Party Accounts, by allowing Sentrana to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.  You represent that you are entitled to disclose your Third-Party Account login information to Sentrana and/or grant Sentrana access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Sentrana to pay any fees or making Sentrana subject to any usage limitations imposed by such third-party service providers.  By granting Sentrana access to any Third-Party Accounts, you understand that Sentrana may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Sentrana Properties (“Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through Sentrana Properties via your Account.  Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 3.1) for all purposes of the Terms.  Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on Sentrana Properties. Please note that if a Third-Party Account or associated service becomes unavailable or Sentrana’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through Sentrana Properties.  You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.  Sentrana makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Sentrana is not responsible for any SNS Content.
 
     2.3   Registration Data
.  In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Sentrana Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.   You may not share your Account or password with anyone, and you agree to (1) notify Sentrana immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Sentrana has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sentrana has the right to suspend or terminate your Account and refuse any and all current or future use of Sentrana Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account per platform or SNS at any given time.  Sentrana reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use Sentrana Properties if you have been previously removed by Sentrana, or if you have been previously banned from any of Sentrana Properties.

3.   Responsibility for Content.
          
      3.1   Types of Content
.  You acknowledge that all Content, including Sentrana Properties, is the sole responsibility of the party from whom such Content originated.  This means that you, and not Sentrana, are entirely responsible for all Content that you post, e-mail, transmit or otherwise make available (“Make Available”) through Sentrana Properties (“Your Content”), and other Users of Sentrana Properties, and not Sentrana, are similarly responsible for all Content they Make Available through Sentrana Properties (“User Content”).

     3.2   No Obligation to Pre-Screen Content.  You acknowledge that Sentrana has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Sentrana reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Terms, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that Sentrana pre-screens, refuses or removes any Content, you acknowledge that Sentrana will do so for Sentrana’s benefit, not yours.  Without limiting the foregoing, Sentrana shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

4.   Ownership.

      4.1   Sentrana Properties.  Except with respect to Your Content and User Content, you agree that Sentrana and its suppliers own all rights, title and interest in Sentrana Properties (including but not limited to, any computer code, documentation and data).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Sentrana Properties.

     4.2   Trademarks. Sentrana’s name and other related graphics, logos, service marks and trade names used on or in connection with Sentrana Properties or in connection with the Services are the trademarks of Sentrana and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in Sentrana Properties are the property of their respective owners.

     4.3   Your Content.  Sentrana does not claim ownership of Your Content.  However, when you as a User post or publish Your Content on or in Sentrana Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 

     4.4   Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on Sentrana Properties, you hereby expressly permit Sentrana to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

     4.5   Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Sentrana.

      4.6   Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Sentrana through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Sentrana has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Sentrana a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Sentrana Properties.

5.   User Conduct.

      5.1   Hacking.  You agree that you will not, under any circumstances: (a) use automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with any Sentrana Properties; (b) interfere with or damage Sentrana Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (c) access, tamper with or use non-public areas of Sentrana Properties, Sentrana’s computer systems, or the technical delivery systems of Sentrana’s providers; or (d) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Sentrana or any of Sentrana’s providers or any other third party (including another User) to protect Sentrana Properties.

       5.2   Unauthorized Use or Access. You agree that you will not, under any circumstances: (a) interfere or attempt to interfere with the proper functioning of Sentrana Properties or connect to or use Sentrana Properties in any way not expressly permitted by the Terms; (b) systematically retrieve data or other content from our Sentrana Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise; (d) make any automated use of Sentrana Properties, or take any action that imposes or may impose (in Sentrana’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for Sentrana Properties; or (e) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Sentrana Properties, or to obtain any information from Sentrana Properties.

     5.3    General.  In connection with your use of Sentrana Properties, you shall not:

     (a)   Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;

      (b)   Impersonate any person or entity, including, but not limited to, Sentrana personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

     (c)   Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

     (d)   Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; or

     (e)   Register for more than one Account or register for an Account on behalf of an individual other than yourself.

6.   Investigations.  Sentrana may, but is not obligated to, monitor or review Sentrana Properties and Content at any time.  Without limiting the foregoing, Sentrana shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.  Although Sentrana does not generally monitor user activity occurring in connection with Sentrana Properties or Content, if Sentrana becomes aware of any possible violations by you of any provision of the Terms, Sentrana reserves the right to investigate such violations, and Sentrana may, at its sole discretion, immediately terminate your license to use Sentrana Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7.   Indemnification.  You agree to indemnify and hold Sentrana, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Sentrana Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations.  Sentrana reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sentrana in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Sentrana Properties.

8.   Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SENTRANA PROPERTIES IS AT YOUR SOLE RISK, AND SENTRANA PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.SENTRANA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SENTRANA PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SENTRANA PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SENTRANA PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN SENTRANA PROPERTIES WILL BE CORRECTED.

9.   Limitation of Liability.

      9.1   Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SENTRANA PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE SENTRANA PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SENTRANA PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SENTRANA PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO SENTRANA PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

      9.2   Cap on Liability.  UNDER NO CIRCUMSTANCES WILL SENTRANA PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY SENTRANA AS A RESULT OF YOUR USE OF SENTRANA PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM.  IF YOU HAVE NOT PAID SENTRANA ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, SENTRANA’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).

      9.3   Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

10.   Procedure for Making Claims of Copyright Infringement.  It is Sentrana’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Sentrana by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Sentrana Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Sentrana Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Sentrana’s Copyright Agent for notice of claims of copyright infringement is as follows: [Include name or title, and physical address of Copyright Agent[A5] ].

11.   Term and Termination. 

        11.1   Term.  The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Sentrana Properties, unless terminated earlier in accordance with the Terms.

        11.2   Prior Use.  Notwithstanding the foregoing, if you used Sentrana Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Sentrana Properties (whichever is earlier) and will remain in full force and effect while you use Sentrana Properties, unless earlier terminated in accordance with the Terms.

        11.3   Termination of Services by CompanySentrana has the right to suspend or terminate any Services provided to you, except as may otherwise be agreed to in Supplemental Terms. You agree that all terminations for cause shall be made in Sentrana’s sole discretion and that Sentrana shall not be liable to you or any third party for any termination of your Account.

         11.4   Termination of Services by YouIf you want to terminate the Services provided by Sentrana, you may do so by (a) notifying Sentrana at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Sentrana's address set forth below. 

        11.5   Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination  of  all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Sentrana will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

12.   Remedies.

        12.1   Violations.  If Sentrana becomes aware of any possible violations by you of the Terms, Sentrana reserves the right to investigate such violations.  If, as a result of the investigation, Sentrana believes that criminal activity has occurred, Sentrana reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Sentrana is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Sentrana Properties, including Your Content, in Sentrana’s possession in connection with your use of Sentrana Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Sentrana, its Users or the public, and all enforcement or other government officials, as Sentrana in its sole discretion believes to be necessary or appropriate.

       12.2   Breach.  In the event that Sentrana determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Sentrana Properties, Sentrana reserves the right to:

        (a)   Warn you via e-mail (to any e-mail address you have provided to Sentrana) that you have violated the Terms;

        (b)   Delete any of Your Content provided by you or your agent(s) to Sentrana Properties;

        (c)   Discontinue your registration(s) with the any of Sentrana Properties, including any Services or any Company community;

        (d)   Discontinue your subscription to any Services;

        (e)   Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

        (f)   Pursue any other action which Sentrana deems to be appropriate.

       12.3   No Subsequent Registration.  If your registration(s) with or ability to access Sentrana Properties, or any other Company community is discontinued by Sentrana due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Sentrana Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Sentrana Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Sentrana reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

13.   International Users[A6] Sentrana Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Sentrana intends to announce such Services or Content in your country.  Sentrana Properties are controlled and offered by Sentrana from its facilities in the United States of America. Sentrana makes no representations that Sentrana Properties are appropriate or available for use in other locations.  Those who access or use Sentrana Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.

14.   General Provisions.

        14.1   Electronic Communications.  The communications between you and Sentrana use electronic means, whether you visit Sentrana Properties or send Sentrana e-mails, or whether Sentrana posts notices on Sentrana Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Sentrana in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sentrana provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.
 
       14.2   Assignment
.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sentrana’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

       14.3   Force Majeure.  Sentrana shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

       14.4   Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Sentrana Properties, please contact us at: sysadmin@sentrana.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

       14.5   Limitations PeriodYOU AND SENTRANA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, SENTRANA PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

       14.6   Dispute Resolution.

        (a)   Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief.  Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Terms.  The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider.  The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider.  Notwithstanding the foregoing, Sentrana may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.  Please note that the laws of the jurisdiction where you are located may be different from [Insert state whose law will govern per Section 17.8 below.] law, including the laws governing what can legally be sold, bought, exported, offered or imported.  You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of Sentrana Properties.

        (b)   Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law.  The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”).  As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). 

        (c)   You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court.   Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.  You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT.  Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. 

        (d)   You and Sentrana must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR SENTRANA MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Sentrana will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) Sentrana also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.

       (e)   The arbitral proceedings, and all pleadings and written evidence will be in the English language.  Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 12 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or Sentrana may bring an individual action in small claims court.Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement.Such claims shall be exclusively brought in the state or federal courts located in the State of Delaware.Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in the state of Delaware, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within the state of Delaware for such purpose.A request for interim measures shall not be deemed a waiver of the right to arbitrate.

        (f)   With the exception of (d)(i) and (ii) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.  If, however, either (d)(i) or (ii) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Sentrana shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in the state of Delaware. By using Sentrana Properties in any manner, you agree to the above arbitration provision.
                For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
       14.7   Governing Law.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

       14.8   Choice of Language.  It is the express wish of the parties that the Terms and all related documents have been drawn up in English.  C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

       14.9   Notice.  Where Sentrana requires that you provide an e-mail address, you are responsible for providing Sentrana with your most current e-mail address.  In the event that the last e-mail address you provided to Sentrana is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Sentrana’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Sentrana at the following address:  sysadmin@sentrana.com.  Such notice shall be deemed given when received by Sentrana by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

      14.10   Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

      14.11   Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

       14.12   Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

      14.13   Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

15.   International Provisions.  The following provisions shall apply only if you are located in the countries listed below.

       15.1   United Kingdom.  A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

       15.2   Germany.  Notwithstanding anything to the contrary in this Agreement, Sentrana is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

End of Terms
 
 
Sentrana Terms of Use
Version 2.0
Effective Date: July 1, 2014
Last Updated Date: July 1, 2014
 
PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF SENTRANA, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) BY SENTRANA OR USERS OF THE SITE (“USERS”), CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SENTRANA, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF SENTRANA YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

THE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Your use of certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by Sentrana in its sole discretion at any time.  When changes are made, Sentrana will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new Users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 below).  Sentrana may require you to provide consent to the updated Terms in a specified manner before further use of the Website and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such changes.  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1.   Use of the Services and Sentrana Properties. 

      1.1   Use.  The Website, the Services (if any), and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, the “Sentrana Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, Sentrana grants you a limited license to reproduce portions of Sentrana Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Sentrana in a separate license, your right to use any Sentrana Properties is subject to the Terms.
          
        1.2   Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Sentrana Properties or any portion of Sentrana Properties, including the Website,  (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Sentrana Properties (including images, text, page layout or form) of Sentrana; (c) you shall not use any metatags or other “hidden text” using Sentrana’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Sentrana Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Sentrana Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Sentrana Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Sentrana Properties. Any future release, update or other addition to Sentrana Properties shall be subject to the Terms.  Sentrana, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of Sentrana Properties terminates the licenses granted by Sentrana pursuant to the Terms.

      1.3   Third-Party Materials.  As a part of Sentrana Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Sentrana to monitor such materials and that you access these materials at your own risk.

2.   Registration.

      2.1   Registering Your Account.  In order to access certain features of Sentrana Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”), has a valid account on the social networking service (“SNS”) through which the User has connected to the Services (each such account, a “Third-Party Account).

      2.2   Access Through a SNS.  If you access the Services through a SNS as part of the functionality of the Website and/or the Services, you may link your Account with Third-Party Accounts, by allowing Sentrana to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.  You represent that you are entitled to disclose your Third-Party Account login information to Sentrana and/or grant Sentrana access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Sentrana to pay any fees or making Sentrana subject to any usage limitations imposed by such third-party service providers.  By granting Sentrana access to any Third-Party Accounts, you understand that Sentrana may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Sentrana Properties (“Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through Sentrana Properties via your Account.  Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 3.1) for all purposes of the Terms.  Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on Sentrana Properties. Please note that if a Third-Party Account or associated service becomes unavailable or Sentrana’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through Sentrana Properties.  You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.  Sentrana makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Sentrana is not responsible for any SNS Content.
 
     2.3   Registration Data
.  In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Sentrana Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.   You may not share your Account or password with anyone, and you agree to (1) notify Sentrana immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Sentrana has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sentrana has the right to suspend or terminate your Account and refuse any and all current or future use of Sentrana Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account per platform or SNS at any given time.  Sentrana reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use Sentrana Properties if you have been previously removed by Sentrana, or if you have been previously banned from any of Sentrana Properties.

3.   Responsibility for Content.
          
      3.1   Types of Content
.  You acknowledge that all Content, including Sentrana Properties, is the sole responsibility of the party from whom such Content originated.  This means that you, and not Sentrana, are entirely responsible for all Content that you post, e-mail, transmit or otherwise make available (“Make Available”) through Sentrana Properties (“Your Content”), and other Users of Sentrana Properties, and not Sentrana, are similarly responsible for all Content they Make Available through Sentrana Properties (“User Content”).

     3.2   No Obligation to Pre-Screen Content.  You acknowledge that Sentrana has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Sentrana reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Terms, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that Sentrana pre-screens, refuses or removes any Content, you acknowledge that Sentrana will do so for Sentrana’s benefit, not yours.  Without limiting the foregoing, Sentrana shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

4.   Ownership.

      4.1   Sentrana Properties.  Except with respect to Your Content and User Content, you agree that Sentrana and its suppliers own all rights, title and interest in Sentrana Properties (including but not limited to, any computer code, documentation and data).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Sentrana Properties.

     4.2   Trademarks. Sentrana’s name and other related graphics, logos, service marks and trade names used on or in connection with Sentrana Properties or in connection with the Services are the trademarks of Sentrana and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in Sentrana Properties are the property of their respective owners.

     4.3   Your Content.  Sentrana does not claim ownership of Your Content.  However, when you as a User post or publish Your Content on or in Sentrana Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 

     4.4   Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on Sentrana Properties, you hereby expressly permit Sentrana to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

     4.5   Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Sentrana.

      4.6   Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Sentrana through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Sentrana has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Sentrana a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Sentrana Properties.

5.   User Conduct.

      5.1   Hacking.  You agree that you will not, under any circumstances: (a) use automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with any Sentrana Properties; (b) interfere with or damage Sentrana Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (c) access, tamper with or use non-public areas of Sentrana Properties, Sentrana’s computer systems, or the technical delivery systems of Sentrana’s providers; or (d) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Sentrana or any of Sentrana’s providers or any other third party (including another User) to protect Sentrana Properties.

       5.2   Unauthorized Use or Access. You agree that you will not, under any circumstances: (a) interfere or attempt to interfere with the proper functioning of Sentrana Properties or connect to or use Sentrana Properties in any way not expressly permitted by the Terms; (b) systematically retrieve data or other content from our Sentrana Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise; (d) make any automated use of Sentrana Properties, or take any action that imposes or may impose (in Sentrana’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for Sentrana Properties; or (e) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Sentrana Properties, or to obtain any information from Sentrana Properties.

     5.3    General.  In connection with your use of Sentrana Properties, you shall not:

     (a)   Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;

      (b)   Impersonate any person or entity, including, but not limited to, Sentrana personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

     (c)   Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

     (d)   Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; or

     (e)   Register for more than one Account or register for an Account on behalf of an individual other than yourself.

6.   Investigations.  Sentrana may, but is not obligated to, monitor or review Sentrana Properties and Content at any time.  Without limiting the foregoing, Sentrana shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.  Although Sentrana does not generally monitor user activity occurring in connection with Sentrana Properties or Content, if Sentrana becomes aware of any possible violations by you of any provision of the Terms, Sentrana reserves the right to investigate such violations, and Sentrana may, at its sole discretion, immediately terminate your license to use Sentrana Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7.   Indemnification.  You agree to indemnify and hold Sentrana, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Sentrana Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations.  Sentrana reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sentrana in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Sentrana Properties.

8.   Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SENTRANA PROPERTIES IS AT YOUR SOLE RISK, AND SENTRANA PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.SENTRANA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SENTRANA PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SENTRANA PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SENTRANA PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN SENTRANA PROPERTIES WILL BE CORRECTED.

9.   Limitation of Liability.

      9.1   Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SENTRANA PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE SENTRANA PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SENTRANA PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SENTRANA PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO SENTRANA PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

      9.2   Cap on Liability.  UNDER NO CIRCUMSTANCES WILL SENTRANA PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY SENTRANA AS A RESULT OF YOUR USE OF SENTRANA PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM.  IF YOU HAVE NOT PAID SENTRANA ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, SENTRANA’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).

      9.3   Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

10.   Procedure for Making Claims of Copyright Infringement.  It is Sentrana’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Sentrana by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Sentrana Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Sentrana Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Sentrana’s Copyright Agent for notice of claims of copyright infringement is as follows: [Include name or title, and physical address of Copyright Agent[A5] ].

11.   Term and Termination. 

        11.1   Term.  The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Sentrana Properties, unless terminated earlier in accordance with the Terms.

        11.2   Prior Use.  Notwithstanding the foregoing, if you used Sentrana Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Sentrana Properties (whichever is earlier) and will remain in full force and effect while you use Sentrana Properties, unless earlier terminated in accordance with the Terms.

        11.3   Termination of Services by CompanySentrana has the right to suspend or terminate any Services provided to you, except as may otherwise be agreed to in Supplemental Terms. You agree that all terminations for cause shall be made in Sentrana’s sole discretion and that Sentrana shall not be liable to you or any third party for any termination of your Account.

         11.4   Termination of Services by YouIf you want to terminate the Services provided by Sentrana, you may do so by (a) notifying Sentrana at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Sentrana's address set forth below. 

        11.5   Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination  of  all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Sentrana will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

12.   Remedies.

        12.1   Violations.  If Sentrana becomes aware of any possible violations by you of the Terms, Sentrana reserves the right to investigate such violations.  If, as a result of the investigation, Sentrana believes that criminal activity has occurred, Sentrana reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Sentrana is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Sentrana Properties, including Your Content, in Sentrana’s possession in connection with your use of Sentrana Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Sentrana, its Users or the public, and all enforcement or other government officials, as Sentrana in its sole discretion believes to be necessary or appropriate.

       12.2   Breach.  In the event that Sentrana determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Sentrana Properties, Sentrana reserves the right to:

        (a)   Warn you via e-mail (to any e-mail address you have provided to Sentrana) that you have violated the Terms;

        (b)   Delete any of Your Content provided by you or your agent(s) to Sentrana Properties;

        (c)   Discontinue your registration(s) with the any of Sentrana Properties, including any Services or any Company community;

        (d)   Discontinue your subscription to any Services;

        (e)   Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

        (f)   Pursue any other action which Sentrana deems to be appropriate.

       12.3   No Subsequent Registration.  If your registration(s) with or ability to access Sentrana Properties, or any other Company community is discontinued by Sentrana due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Sentrana Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Sentrana Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Sentrana reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

13.   International Users[A6] Sentrana Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Sentrana intends to announce such Services or Content in your country.  Sentrana Properties are controlled and offered by Sentrana from its facilities in the United States of America. Sentrana makes no representations that Sentrana Properties are appropriate or available for use in other locations.  Those who access or use Sentrana Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.

14.   General Provisions.

        14.1   Electronic Communications.  The communications between you and Sentrana use electronic means, whether you visit Sentrana Properties or send Sentrana e-mails, or whether Sentrana posts notices on Sentrana Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Sentrana in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sentrana provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.
 
       14.2   Assignment
.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sentrana’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

       14.3   Force Majeure.  Sentrana shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

       14.4   Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Sentrana Properties, please contact us at: sysadmin@sentrana.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

       14.5   Limitations PeriodYOU AND SENTRANA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, SENTRANA PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

       14.6   Dispute Resolution.

        (a)   Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief.  Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Terms.  The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider.  The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider.  Notwithstanding the foregoing, Sentrana may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.  Please note that the laws of the jurisdiction where you are located may be different from [Insert state whose law will govern per Section 17.8 below.] law, including the laws governing what can legally be sold, bought, exported, offered or imported.  You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of Sentrana Properties.

        (b)   Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law.  The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”).  As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). 

        (c)   You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court.   Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.  You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT.  Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. 

        (d)   You and Sentrana must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR SENTRANA MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Sentrana will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) Sentrana also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.

       (e)   The arbitral proceedings, and all pleadings and written evidence will be in the English language.  Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 12 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or Sentrana may bring an individual action in small claims court.Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement.Such claims shall be exclusively brought in the state or federal courts located in the State of Delaware.Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in the state of Delaware, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within the state of Delaware for such purpose.A request for interim measures shall not be deemed a waiver of the right to arbitrate.

        (f)   With the exception of (d)(i) and (ii) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.  If, however, either (d)(i) or (ii) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Sentrana shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in the state of Delaware. By using Sentrana Properties in any manner, you agree to the above arbitration provision.
                For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
       14.7   Governing Law.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

       14.8   Choice of Language.  It is the express wish of the parties that the Terms and all related documents have been drawn up in English.  C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

       14.9   Notice.  Where Sentrana requires that you provide an e-mail address, you are responsible for providing Sentrana with your most current e-mail address.  In the event that the last e-mail address you provided to Sentrana is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Sentrana’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Sentrana at the following address:  sysadmin@sentrana.com.  Such notice shall be deemed given when received by Sentrana by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

      14.10   Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

      14.11   Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

       14.12   Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

      14.13   Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

15.   International Provisions.  The following provisions shall apply only if you are located in the countries listed below.

       15.1   United Kingdom.  A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

       15.2   Germany.  Notwithstanding anything to the contrary in this Agreement, Sentrana is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

End of Terms