Functional Software, Inc. dba Sentry
Version 1.0.0 of This Agreement was created on March 7, 2018 .
PLEASE READ THIS NON-DISCLOSURE AGREEMENT CAREFULLY AND INDICATE YOUR ACCEPTANCE OF ITS TERMS BEFORE VIEWING, ACCESSING, DOWNLOADING, OR PRINTING ANY MATERIALS FROM THIS SITE.
THE TERMS AND CONDITIONS OF THIS NON-DISCLOSURE AGREEMENT (“AGREEMENT”) GOVERN YOUR RIGHTS TO ACCESS AND USE ANY OF THE MATERIALS CONTAINED IN THE “PROTECTED AREA” OF THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, SOC2 REPORTS), AS MAY BE UPDATED FROM TIME TO TIME IN SENTRY’S SOLE DISCRETION (COLLECTIVELY, THE “CONFIDENTIAL MATERIALS”), UNLESS YOU AND SENTRY HAVE EXECUTED A SEPARATE WRITTEN NON-DISCLOSURE AGREEMENT WHICH COVERS THE CONFIDENTIAL MATERIALS.
Sentry is willing to provide access to the Confidential Materials to you and your company (collectively, “You”) only if You accept all the terms contained in this Agreement. By viewing, accessing, downloading, printing, or otherwise using the Confidential Materials (regardless of whether or not you have clicked “I Agree”, below, or otherwise indicated your acceptance in some other fashion), You indicate that You understand this Agreement and accept all of its terms and conditions, and that You have the requisite authority to bind Your company/organization to all of the terms and conditions contained herein. If You do not accept all the terms and conditions of this Agreement, then Sentry is unwilling to provide You or Your company with access to the Confidential Materials, and any access or use of such Confidential Materials without accepting all the terms and conditions of this Agreement may subject You and Your company to legal liability. If You are accepting this Agreement in your capacity as an employee, consultant or agent of a company or other organization, You represent that you are an employee, consultant or agent of that company/organization, and that You have the authority to bind that company/organization to the terms of this Agreement.
This Agreement is entered into as of the earlier of (i) the date upon which You click “I Agree”, below, or (ii) the date on which You access or use any of the Confidential Materials (the “Effective Date”). You understand and agree that You may use the Confidential Materials solely for the purpose of confirming Sentry’s compliance with relevant SOC2 requirements in relation to establishing or maintaining a customer-vendor relationship with Sentry (the “Business Purpose”), and for no other purpose.
In consideration of Sentry’s disclosure of the Confidential Materials to You, You agree as follows:
For purposes of this Agreement, “Confidential Information” means (A) all of the Confidential Materials, and all portions thereof, regardless of whether they are marked “confidential” or “proprietary”; and (B) any technical or business information disclosed by Sentry to You that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally to You, is identified as “confidential” or “proprietary” at the time of such disclosure; or (iii) under the circumstances of disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.
The obligations under Section 3 will not apply to any Confidential Information that You can demonstrate: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on Your part; (ii) was known by You prior to receiving such information from Sentry and without restriction as to use or disclosure; (iii) is thereafter rightfully acquired by You from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; (iv) is independently developed by You without access to any Confidential Information of Sentry; or (v) is disclosed with the prior written consent of Sentry.
You agree that You will: (i) maintain the Confidential Information in strict confidence; (ii) not disclose the Confidential Information to any third party; and (iii) not use the Confidential Information for any purpose other than the Business Purpose. You may disclose the Confidential Information to Your employees and consultants who have a bona fide need to know such Confidential Information for the Business Purpose, but solely to the extent necessary to pursue the Business Purpose and for no other purpose; provided that (a) each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, and (b) You will remain responsible for the acts and omissions of all of Your employees, consultants, and other representatives hereunder. The provisions of this Section 3 will not restrict You from disclosing the Confidential Information to the extent required by any law or regulation; provided that You use reasonable efforts to give Sentry reasonable advance notice of such required disclosure in order to enable Sentry to prevent or limit such disclosure.
Upon Sentry’s request, You will immediately return to Sentry all tangible items and embodiments containing or consisting of the Confidential Information and all copies thereof (including electronic copies). All Confidential Information remains the sole and exclusive property of Sentry. You acknowledge and agree that nothing in this Agreement will be construed as granting any rights to You, by license or otherwise, in or to any Confidential Information, or any patent, copyright or other intellectual property or proprietary rights of Sentry. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY SENTRY “AS IS”, AND WITHOUT WARRANTY OF ANY KIND.
You acknowledge that the unauthorized use or disclosure of the Confidential Information would cause Sentry to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, You agree that Sentry will have the right to obtain immediate equitable relief against You to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.
This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of California (excluding its body of law controlling conflicts of law). You agree that any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in San Francisco, California, and You hereby irrevocably consent to personal jurisdiction and venue therein. This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. You may not assign this Agreement, in whole or in part, without Sentry’s prior written consent, and any attempted assignment without such consent will be void. You will comply with all laws and regulations applicable to its performance under this Agreement. Without limiting the generality of the foregoing, You specifically acknowledge that the Confidential Information may be subject to United States export control laws or regulations, and that You shall comply at all times with all such laws and regulations.
This Agreement will commence on the Effective Date, and will remain in effect for five (5) years from the date of last disclosure of Confidential Information by Sentry, at which time it will automatically terminate. The use and non-disclosure obligations set forth in this Agreement will survive the termination or expiration of this Agreement for any reason.