The terms and conditions governing your use of Sentinel Group, LLC's website and services.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS WEBSITE OR ENGAGING SENTINEL GROUP, LLC FOR ANY SERVICES. BY ACCESSING OUR WEBSITE OR ENTERING INTO A SERVICE AGREEMENT WITH US, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR WEBSITE OR SERVICES.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Sentinel Group, LLC, an Oklahoma limited liability company ("Sentinel Group," "we," "us," or "our"), governing your use of our website located at sentinelgroupllc.com and any services we provide to you.
By accessing our website, submitting a contact form, or entering into any service engagement with Sentinel Group, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference.
If you are accepting these Terms on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.
Sentinel Group, LLC provides technology infrastructure services to business clients, including but not limited to:
The specific services to be provided, their scope, deliverables, timelines, and pricing are defined in individual Statements of Work or Service Agreements executed between Sentinel Group and each Client. These Terms apply to all such engagements and govern to the extent not expressly superseded by a written Service Agreement signed by both parties.
All service engagements with Sentinel Group are formalized through a written Service Agreement and/or Statement of Work ("SOW") signed by authorized representatives of both parties. No verbal commitments or informal communications constitute binding service obligations.
Each SOW will define the specific deliverables, timeline, fees, and acceptance criteria for the engagement. Any work requested outside the defined scope will be subject to a written change order executed by both parties prior to commencement of out-of-scope work. Sentinel Group reserves the right to decline change order requests that conflict with our professional standards or technical best practices.
Client agrees to provide Sentinel Group with timely access to systems, personnel, facilities, and information reasonably necessary for Sentinel Group to perform the services. Delays caused by Client's failure to provide such access may result in timeline adjustments and may constitute grounds for additional fees.
Sentinel Group may engage qualified subcontractors to assist in delivering services. Sentinel Group remains responsible for the work of any subcontractors engaged on Client engagements and will ensure subcontractors are bound by confidentiality obligations no less protective than those in these Terms.
Service Level Agreements ("SLAs") are defined in individual Service Agreements and specify performance metrics including uptime targets, response times, and resolution timeframes. SLAs apply only to managed services engagements and not to project-based or one-time engagements unless expressly stated.
Where Sentinel Group commits to uptime SLAs, such commitments are subject to the following exclusions. Downtime resulting from the following will not count against SLA calculations:
In the event Sentinel Group fails to meet a committed SLA metric, Client's exclusive remedy shall be service credits as defined in the applicable Service Agreement. SLA credits do not constitute an admission of fault and shall be Client's sole remedy for SLA failures, to the maximum extent permitted by law.
Unless otherwise specified in a Service Agreement, Sentinel Group targets the following response times for managed service clients:
All fees for services are set forth in the applicable Service Agreement or SOW. Sentinel Group reserves the right to adjust fees for ongoing managed services engagements with 60 days written notice to Client.
Invoices not paid within 30 days are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by Oklahoma law, whichever is less. Sentinel Group reserves the right to suspend services for accounts more than 45 days past due, following written notice to Client.
Client must notify Sentinel Group in writing of any invoice dispute within 15 days of the invoice date. Undisputed portions of invoices remain due and payable. Both parties agree to work in good faith to resolve billing disputes within 30 days.
Client is responsible for all applicable sales, use, excise, or other taxes arising from the services, excluding taxes on Sentinel Group's net income. Where Sentinel Group is required to collect and remit taxes, such amounts will be added to Client invoices.
Sentinel Group retains all right, title, and interest in and to its pre-existing intellectual property, proprietary tools, methodologies, frameworks, software, and any improvements thereto, regardless of whether they were used in the course of delivering services to Client. Nothing in these Terms transfers ownership of Sentinel Group's intellectual property to Client.
Unless expressly stated otherwise in a written Service Agreement, work product specifically created for Client under a paid engagement ("Custom Deliverables") shall be owned by Client upon receipt of full payment for the applicable engagement. Custom Deliverables do not include Sentinel Group's underlying tools, platforms, or methodologies used to create them.
Client retains all right, title, and interest in Client's data, systems, and pre-existing intellectual property. Client grants Sentinel Group a limited, non-exclusive license to access and use Client's systems and data solely to the extent necessary to perform the services.
All content on the Sentinel Group website, including text, graphics, logos, and design, is the property of Sentinel Group, LLC and is protected by applicable copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, or create derivative works from our website content without express written permission.
Each party agrees to hold in strict confidence all Confidential Information received from the other party and to use such information solely for the purpose of performing obligations or exercising rights under these Terms or any Service Agreement. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party where permitted.
Confidentiality obligations survive the termination of any service engagement for a period of five (5) years, or indefinitely with respect to trade secrets.
During any active service engagement and for one (1) year following its termination, Client agrees not to directly solicit for employment any Sentinel Group employee or contractor who was involved in delivering services to Client, without Sentinel Group's prior written consent.
Client is responsible for the accuracy, quality, and legality of all data and content provided to Sentinel Group in connection with the services. Client represents that it has all necessary rights and permissions to provide such data to Sentinel Group for the purposes contemplated by the service engagement.
Sentinel Group will implement and maintain appropriate technical and organizational security measures to protect Client data against unauthorized access, loss, or disclosure. These measures will be no less rigorous than those described in our current security documentation and will be commensurate with the sensitivity of the data involved.
Where services involve data subject to specific regulatory frameworks (including HIPAA, PCI DSS, SOC 2, or GLBA), the parties will execute appropriate agreements such as a Business Associate Agreement (BAA) prior to Sentinel Group accessing such data. Client is responsible for ensuring it has obtained all necessary consents and authorizations for Sentinel Group to process regulated data on its behalf.
In the event of a confirmed security incident affecting Client data, Sentinel Group will notify Client within the timeframe required by applicable law and will cooperate with Client's reasonable incident response requirements. Sentinel Group's liability for data incidents is subject to the limitations set forth in Section 11.
Upon termination of a service engagement, Sentinel Group will, at Client's written request, return or securely destroy Client data within 30 days, subject to any legal retention obligations and Sentinel Group's standard backup rotation schedule.
You agree not to use our website or services for any of the following purposes:
Violation of these prohibitions may result in immediate termination of services and may subject you to civil or criminal liability.
Sentinel Group warrants that: (a) it has the right to enter into service agreements and perform the services described therein; (b) services will be performed in a professional and workmanlike manner by qualified personnel; and (c) Sentinel Group will comply with applicable laws in performing the services.
OUR WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
While Sentinel Group implements industry-standard security practices and works diligently to protect Client environments, no cybersecurity measures can guarantee absolute protection against all threats. Sentinel Group does not warrant that its services will prevent all security incidents, breaches, or data loss events. Client acknowledges that cybersecurity is an ongoing risk management discipline, not a one-time solution.
Our services may involve or integrate with third-party products, platforms, or services. Sentinel Group makes no representations or warranties regarding third-party services and is not responsible for their performance, availability, or security.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SENTINEL GROUP, LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, OR COST OF SUBSTITUTE SERVICES, EVEN IF SENTINEL GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Sentinel Group's total cumulative liability to Client for any and all claims arising out of or related to a service engagement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client to Sentinel Group in the twelve (12) months immediately preceding the event giving rise to the claim.
The limitations in this section do not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations; (c) damages arising from a party's gross negligence or willful misconduct; or (d) damages that cannot be limited under applicable law.
Client acknowledges that the limitations of liability in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. Sentinel Group would not provide services at the agreed pricing absent these limitations.
Client agrees to indemnify, defend, and hold harmless Sentinel Group, LLC and its members, managers, employees, agents, and contractors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Sentinel Group agrees to indemnify, defend, and hold harmless Client from and against claims by third parties alleging that Sentinel Group's proprietary tools or methodologies, as used by Sentinel Group in delivering the services, infringe such third party's intellectual property rights, provided that Client: (a) promptly notifies Sentinel Group of the claim; (b) gives Sentinel Group sole control of the defense; and (c) cooperates reasonably with Sentinel Group in the defense.
The indemnifying party shall have the right to control the defense and settlement of any indemnified claim, provided that the indemnified party may participate at its own expense with counsel of its choice, and the indemnifying party shall not settle any claim that imposes obligations on the indemnified party without its prior written consent.
The term of any service engagement begins on the effective date specified in the applicable Service Agreement and continues for the initial term stated therein. Unless otherwise specified, managed service agreements automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.
Either party may terminate a service engagement for convenience with 60 days written notice, unless a different notice period is specified in the applicable Service Agreement. Client shall remain responsible for all fees accrued through the effective termination date, including any applicable early termination fees specified in the Service Agreement.
Either party may terminate a service engagement immediately upon written notice if the other party: (a) materially breaches these Terms or the Service Agreement and fails to cure such breach within 30 days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings; or (c) engages in conduct that, in the terminating party's reasonable judgment, constitutes fraud, willful misconduct, or criminal activity.
Upon termination: (a) Client's right to use services immediately ceases; (b) all outstanding fees become immediately due and payable; (c) each party shall promptly return or destroy the other party's Confidential Information as requested; and (d) provisions of these Terms that by their nature should survive termination shall survive, including Sections 6, 7, 10, 11, 12, 14, and 15.
For managed service engagements, Sentinel Group will provide reasonable transition assistance for up to 60 days following notice of termination, billed at our then-current hourly rates, to facilitate an orderly transition of services to Client or a successor provider.
Before initiating any formal dispute resolution process, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by providing written notice identifying the nature of the dispute and the relief sought. The parties will negotiate in good faith for a period of 30 days from such notice before pursuing other remedies.
If informal negotiation fails to resolve the dispute within 30 days, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in Oklahoma City, Oklahoma, before initiating arbitration or litigation. The costs of mediation shall be shared equally by the parties.
If mediation fails to resolve the dispute, any controversy or claim arising out of or relating to these Terms or any service engagement shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in Oklahoma City, Oklahoma. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute. Claims for unpaid invoices under $10,000 may be brought in small claims court at Sentinel Group's option.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION IN CONNECTION WITH ANY DISPUTE ARISING UNDER THESE TERMS.
These Terms and any service engagement between the parties shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of law principles. Subject to the arbitration provisions above, the parties consent to the exclusive jurisdiction of the state and federal courts located in Oklahoma County, Oklahoma for any disputes not subject to arbitration.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
These Terms, together with any executed Service Agreements and SOWs, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
Sentinel Group reserves the right to update these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a revised effective date. Your continued use of our website or services following such notice constitutes acceptance of the updated Terms. Service Agreement terms may only be amended by a written instrument signed by authorized representatives of both parties.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver of any breach shall be deemed a waiver of any subsequent breach.
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, power failures, internet outages, cyberattacks by state-level actors, pandemics, or other force majeure events. The affected party shall provide prompt written notice and use reasonable efforts to mitigate the impact.
Client may not assign these Terms or any service engagement without Sentinel Group's prior written consent. Sentinel Group may assign these Terms or any service engagement in connection with a merger, acquisition, or sale of substantially all of its assets, with written notice to Client. Any unauthorized assignment is void.
All legal notices under these Terms must be in writing and delivered by email with confirmation of receipt, certified mail, or overnight courier to the addresses specified in the applicable Service Agreement, or to Sentinel Group at the contact information in Section 17.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other to any obligation.
Section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.
Questions about these Terms of Service should be directed to:
Sentinel Group, LLC
Attn: Legal Department
820 W Danforth Rd
Edmond, OK 73034
Email: [email protected]
Phone: (405) 384-8585
For service-related inquiries, please contact your designated account manager or visit our Contact page.