Sentry Desk Service Agreement
Last updated: September 1st, 2022
If you live in (or if your principal place of business is in) the United States, please read the Binding Arbitration and Class Action Waiver section at the end of this Service Agreement. It affects how disputes are resolved.
You should read and print this service agreement for your records.
This service agreement (“Service Agreement” or “Agreement”) applies to Sentry Desk Services (defined below) and is entered into by and between the customer subscribing to the Sentry Desk Services (“you” or “your”) and Sentry Software (“Sentry”, “we,” “us” or “our”) (collectively referred to as the “Parties” and individually referred to as a “Party”). This Service Agreement does not apply to any professional or consulting services.
“Sentry Desk Portal” means Sentry's customer service and Issue tracking system, or such successor system as Sentry may designate from time to time, which is presently available at https://sentrydesk.atlassian.net/servicedesk or such other URL as Sentry may designate from time to time.
“Sentry Desk User” means an individual who is designated by the Sentry Desk Administrator. The Sentry Desk User is granted personal access to the Sentry Desk Portal and is authorized to interact with Sentry agents to solve an Issue. Each user account for the Sentry Desk Portal is personal and cannot be shared with other individuals. It is your responsibility as a Sentry Desk Administrator to register the Sentry Desk Users to access the Sentry Desk Portal and maintain this list of users within the limits of your subscription.
“Sentry Desk Administrator” means you or the individual who subscribed to the Sentry Desk offering, either with an online purchase on Sentry's Web site or via a Sentry Distributor. The Sentry Desk Administrator is responsible for declaring and managing the authorized Sentry Desk Users through Sentry's Web site at https://sentrysoftware.com/desk. The Sentry Desk Administrator is not necessarily a Sentry Desk User and is not necessarily authorized to register Issues through the Sentry Desk Portal.
“Issue” means a request by a Sentry Desk User for assistance in addressing a single technical problem relating to the Software. Sentry shall make the final determination as to what constitutes an “Issue” in its sole discretion.
“Normal Business Hours” means 16 hours from 7:00 a.m. Central European Time to 5:00 p.m. Eastern Standard Time during business days, from Monday to Friday. Sentry may amend the definition of “Normal Business Hours” from time to time in its sole discretion by providing notice of such a change on its Web site.
“Software” means the Sentry software program(s) for which you are seeking the Services, and corresponding documentation, source code, object code, updates, user interfaces (including, without limitation, any web-based interfaces), online or electronic documentation, excluding any third-party components.
“Sentry Distributor” means a third-party organization who entered a distribution agreement with Sentry and authorized to distribute Sentry Desk Services to its own customers as a complimentary service, as a specific subscription, or combined with another product or subscription.
“Trademarks” means all domestic and international trademarks, service marks, logos, trade names, and trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of Sentry including, without limitation, Sentry, Sentry Software (INPI registration No. 4678762), Hardware Sentry, and the Sentry logo. Sentry may add to the foregoing nonexclusive list of Trademarks by updating the Sentry Trademark Usage Policy which is located at https://sentrysoftware.com/legal/trademarks.html and which may be updated by Sentry in its sole discretion from time to time.
Sentry Desk Services
Provision of Sentry Desk Service
Subject to the terms and conditions of this Agreement, Sentry shall use commercially reasonable efforts to provide you with the Sentry Desk Services during the Term provided that you have not exceeded the limits of your subscription as set in the Support Pricing Agreement.
Sentry will provide the Sentry Desk Services only in connection with Issues that it determines are related to the Software or any third-party applications included with the Software. Sentry will not provide the Sentry Desk Services for Issues that it determines are related to third-party software not included with the Software, operating systems, hardware, or networks unless Sentry determines, on a case-by-case basis and in its sole discretion, that such issues are reasonably related to the Software, or any third-party applications included with the Software.
Sentry Desk Services are provided for a designated Software product. As Sentry keeps publishing new versions of the Software and you are entitled to upgrade to the latest version of the Software at any time, only the most recent versions of the Software are eligible for Sentry Desk Services. The status of each version of the Software is documented on Sentry's Web site at https://sentrysoftware.com/desk/product-lifecycle.html. Sentry may update the status of a version of the Software at any time at its sole discretion. It is your responsibility to check the status of the version of the Software you are using.
The options to solve an Issue depend on the status of the version of the Software you are using and for which you are seeking assistance from Sentry Desk:
|Software version status||Available options|
|Fully supported||Register a request for enhancement
Register a bug
Troubleshoot and diagnose
|Limited support||Troubleshoot and diagnose
Upgrade to latest version
|No longer supported||Upgrade to latest version|
Sentry may decide in its sole discretion to allow more options for an Issue you registered for a version of the Software that is no longer supported, and help you troubleshoot the problem. Such decision does not imply a change in the status of the version of the Software.
Sentry may at its sole discretion elect to provide, to not provide or to provide on a limited basis the Sentry Desk Services for Beta Versions of the Software, published for testing purposes. Sentry provides limited support for Beta Versions. If we provide a tutorial, or frequently asked questions (FAQ) on our site, it is provided “as is” and your use of it is at your own risk. We have no liability to you should any information on our FAQ cause any damage to you.
The environment the Software is installed on, and the systems it interacts with, must comply with the supportability criteria defined in the documentation of the Software (including but not limited to the operating system, resources, instrumentations, etc.). Failing to comply with these supportability criteria automatically restricts the Sentry Desk services to the level provided for Software in the “No longer supported” status.
Normal Business Hours
Sentry shall use commercially reasonable efforts to provide the Sentry Desk Services during Normal Business Hours, except in the event of a scheduled or unscheduled service outage, in unforeseen circumstances including, but not limited to, force majeure events.
Web, Email, and Instant Messaging
Sentry shall use commercially reasonable efforts to provide the Sentry Desk Services via its Web site, the Sentry Desk Portal, or email communications. Sentry will also provide Sentry Desk Services through an Instant Messaging platform if your subscription includes such option as defined in your Pricing Agreement. Sentry shall provide the Sentry Desk Services, and all Issues shall be submitted, in the English language only.
Submission of Issues
All Issues must be submitted via the Sentry Desk Portal by an authorized Sentry Desk User.
Sentry Desk Users must only raise a commercially reasonable number of Issues, as determined by Sentry.
Sentry's ability to deliver the Sentry Desk Services depends upon your full and timely cooperation as well as the accuracy and completeness of any information you provide. If you fail to provide sufficient detail regarding the Issue, Sentry shall not be obligated to provide the Sentry Desk Services to you.
You may not submit Issues to Sentry Desk on behalf of any third party.
The troubleshooting and the resolution of an Issue you reported may require exchanging files, from Sentry Desk agents to you, and/or from your systems to Sentry Desk agents. Such files may include debug and log files, memory dumps, configuration files, output of commands, screen shots and screen captures. Sentry Desk may leverage the Sentry Desk Portal or another third-party platform to send and receive files. It is your responsibility to redact these files and remove any sensitive content before sending the files to Sentry Desk.
Sentry may provide Sentry Desk Services through a Screen share session on a per-Issue basis if your subscription allows it, and if the resolution of the Issue requires it. The requirement for a Screen share session in this case is determined by Sentry.
If your subscription does not include the Screen share option, you can enable the Screen share option for an individual Issue with the online purchase of the option on Sentry's Web site. One Issue can involve multiple sessions of Screen share until Sentry closes the Issue. Each Screen share session shall not exceed 1 hour in duration. The total time spent in Screen share sessions for one Issue shall never exceed 5 hours.
Screen share will be provided through a third-party service that requires access to the Internet. It is your sole responsibility to meet the technical prerequisites to access the Screen share service and you do not expect Sentry Desk to assist you in connecting to the Screen share service.
Sentry may on a case-by-case basis and in its sole discretion elect to provide Sentry Desk Services via Instant Messaging and/or Screen Share sessions free of charge if it deems it necessary to do so in the event of a complicated or time-consuming Issue.
Resolution of Issues
Sentry will use commercially reasonable efforts to resolve all Issues as soon as reasonably possible but does not make any representations or warranties as to the timeliness of the resolution of any Issue.
Sentry shall in its sole discretion determine: (a) whether an Issue has been resolved; (b) whether a resolution is commercially feasible; (c) whether a support issue raised in an Issue constitutes a Software Bug or Feature Request; and (d) whether and when to close an Issue.
If Sentry resolves your Issue or decides that no resolution is commercially feasible, Sentry will provide you notice through the Sentry Desk Portal and close the Issue on such system. Alternatively, Sentry may determine whether a support issue raised in an Issue constitutes a bug in the Software (“Software Bug”) or a request for a new feature (“Feature Request”). If Sentry determines that a support issue raised in an Issue constitutes a Software Bug or a Feature Request, Sentry will close the Issue and determine whether such Software Bug or Feature Request should be forwarded to Sentry's development team for further consideration and possible correction or inclusion into the Software. Sentry will not provide the Sentry Desk Services for closed Issues.
In order to provide the Sentry Desk Services to you, Sentry may collect information from you including, but not limited to: IP addresses, hostnames, usernames, passwords, and other information that you voluntarily supply or that Sentry requests in order to resolve your Issue (collectively “Support Data”). Sentry will use commercially reasonable efforts to preserve the security of the Support Data by using reasonable physical and electronic security measures (except to the extent Sentry is required to disclose, access, or use such information by Applicable Law), but Sentry cannot guarantee the security of such data.
Consent for Remotely Based or Data-Connected Services
The software used with the Sentry Desk Services may connect to Sentry and other service providers over a data connection. In some cases, you will not receive a separate notice when they connect. By using the Sentry Desk Services, you consent to the transmission of information to Sentry Desk agents.
Payment, Billing, Refund
As a condition of the provision of the Services by Sentry under this Agreement, you shall pay Sentry the amounts set forth in your Pricing Agreement (“Support Fees”) in accordance with the payment terms contained therein. All Support Fees are subject to change at any time.
You acknowledge that you entered into a Pricing Agreement with Sentry for the provision of Sentry Desk Services. “Pricing Agreement” means, as applicable:
- the online purchase of Sentry Desk Services through Sentry's Web site,
- the exchange of a commercial proposal from Sentry to you, a purchase order sent by you to Sentry, and the corresponding invoice issued by Sentry to you,
- or the term, pricing, and technical support provisions of any agreement entered into between you and a Sentry Distributor for the provision of Sentry Desk Services related to the Software.
The Pricing Agreement sets forth:
- your contact details,
- the effective date,
- the term,
- the name of the Software covered by this Agreement,
- the maximum number of hosts monitored with this Software,
- the maximum number of Sentry Desk Users,
- the options included in your subscription (including but not limited to Instant Messaging, Screen share)
- and the corresponding Support Fees.
The Pricing Agreement is made a part of this Agreement as though fully set forth herein.
Payment and Account Information
To purchase a Sentry Desk subscription on Sentry's Web site, you must provide a payment method and necessary information (e.g. credit card or debit or check card number required to purchase the Sentry Desk Services). We are not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment. If you purchase a Sentry Desk subscription, you may have it billed to your credit/debit card monthly or annually until canceled.
You can manage your account online at https://sentrysoftware.com/desk. You agree to permit Sentry to use any updated card or account information your issuing bank or the payment network provides. You agree to keep your billing account and contact information current. Changes made to your billing account won't affect the charges we submit to your billing account before we could reasonably act on those changes.
By providing Sentry with payment information, you (i) represent that you are authorized to use the payment method, (ii) represent that all payment information is accurate, and (iii) authorize Sentry to charge you for the Sentry Desk Services using your payment method. We may bill you (a) in advance, (b) at the time of purchase, (c) shortly after purchase, or (d) on a recurring basis, for your Sentry Desk Services subscription. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.
If your Sentry Desk Services subscription includes annual recurring billing, we will inform you by email each year before your billing date. Once we have informed you that the subscription will be billed for the next period, we may charge you the then current price for the new subscription term. We will also remind you that we will bill your chosen payment method for the subscription, whether it was on file on the billing date or provided later.
Payment History and Errors
We will provide your payment history online at https://sentrysoftware.com/desk. It is your responsibility to review your payment history and notify us of any errors or unauthorized charges. You must contact us within 120 days after any erroneous or unauthorized charge first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the erroneous or unauthorized charge and we won't be required to correct the error or provide a refund. If Sentry identifies a billing error, we will correct it within 90 days.
You may cancel your Sentry Desk subscription by contacting a Sentry support agent or use https://sentrysoftware.com/desk. To prevent its automatic renewal, you must cancel your subscription at least one day before the billing date to avoid a charge for the next period. The billing date is the anniversary of your initial enrolment date. You may review your billing and initial enrolment dates at https://sentrysoftware.com/desk .
Sentry reserves the right, in its sole discretion, to terminate your subscription to Sentry Desk without notice if your payment is not made on time, the environment where you use the Sentry product is larger than what your subscription allows, you violate this Service Agreement, or we determine that the subscription was used by a third party or for support on third party's systems. We may also terminate the Sentry Desk Services or your subscription if we determine that you are ineligible to receive the Sentry Desk Services.
You may cancel your Sentry Desk subscription at any time, but the amount paid in advance for a monthly or an annual subscription will not be refunded as you withdrew from such rights upon subscription.
Intellectual Property Rights
Sentry owns all right, title, and interest, including all Intellectual Property Rights, in and to, (a) the Software; (b) the Trademarks; (c) the Services; and (d) any and all Submissions (collectively, “Sentry IP Rights”).
Trademarks; Domain Names
This Agreement does not authorize you to use the Trademarks. If you wish to use the Trademarks, you must obtain a written license to use the Trademarks from Sentry. Without limiting the foregoing, you are required to comply with the Sentry Trademark Usage Policy which is located at https://www.sentrysoftware.com/legal/trademarks.html and which may be updated by Sentry in its sole discretion from time to time. Additionally, you will not (a) assert any Intellectual Property Right in the Trademarks or in any element, derivation, adaptation, variation or name thereof; (b) contest the validity of any of the Trademarks; (c) contest Sentry's ownership of any of the Trademarks; or (d) in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name or sub-domain name, any trademarks, or any word, symbol or device, or any combination confusingly similar to, or which incorporates in whole or in part, any of the Trademarks.
No Implied License or Ownership
Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant you any right, title, or interest, implied or otherwise, in or to the Sentry IP Rights.
You acknowledge and agree that the Sentry IP Rights are and shall remain the sole and exclusive property of Sentry. You agree that you shall never oppose, seek to cancel, or otherwise contest Sentry's ownership of the Sentry IP Rights or act in any manner that would or might conflict with or compromise Sentry's ownership of the Sentry IP Rights, or similarly affect the value of the Sentry IP Rights. Whenever requested by Sentry, you shall execute such documents as Sentry may deem necessary or appropriate to confirm, maintain or perfect Sentry's ownership of the Sentry IP Rights. In the event Sentry is unable, after reasonable effort, to secure your signature on any document or documents needed to apply for or to confirm, maintain or perfect Sentry's ownership of the Sentry IP Rights for any other reason whatsoever, you hereby irrevocably designate and appoint Sentry as your duly authorized attorney-in-fact, to act for and on your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect Sentry's ownership of the Sentry IP Rights with the same legal force and effect as if executed by you. In the event you become aware that any third party is, or may be, infringing the Sentry IP Rights, you agree to notify Sentry of such fact.
With respect to any feedback, suggestions, feature requests, or ideas (“Submissions”) that you submit to Sentry concerning the Software, Services, or any of Sentry's products or services, you agree that: (a) your Submissions will automatically become the property of Sentry, without any compensation to you; (b) Sentry may use or redistribute the Submissions for any purpose and in any way; (c) Sentry is not obligated to review any Submissions; and (d) Sentry is not obligated to keep any Submissions confidential.
To the maximum extent permitted by law, the Sentry Desk Services are provided “as is” and Sentry disclaims and excludes all representations, warranties and conditions, whether express, implied or statutory, including but not limited to representations, warranties or conditions of title, non-infringement, satisfactory condition or quality, merchantability and/or fitness for a particular purpose with respect to any Sentry Desk Services, software, diagnostics, or other materials or information we provide. You bear the entire risk of the Sentry Desk Services' quality and performance.
Limitation of Remedies
If the law provides any implied warranties despite the exclusions and limitations in this Service Agreement, your remedies are limited as determined by us, in the case of Sentry Desk Services, to either:
- Re-performance of the Sentry Desk Services, or
- a refund of the price you paid (if any) for the Sentry Desk Services.
This is your only remedy for a breach of warranty or condition, even if the remedy fails of its essential purpose.
Unless the law mandates otherwise, we will determine the order in which these limited remedies are provided. You may have additional consumer rights under the law which this Service Agreement cannot change.
Limitation of Liability
To the maximum extent permitted by law:
- if you have any basis for recovering damages, you can recover from Sentry and its distributors only direct damages up to the amount you paid for the Sentry Desk Services (or up to $5.00 USD if the Sentry Desk Services were provided for free); and
- neither party will be liable to the other for any consequential, special, direct, indirect or incidental damages, including but not limited to loss of profits, loss of your data or loss of business, for any matter related to this Service Agreement, any Sentry Desk Services or any other materials or information that Sentry provides, even if Sentry was advised of the possibility of such damages or they were foreseeable.
This limitation of liability does not apply to either party's liability to the other for violation of its confidentiality obligation or the other party's intellectual property rights or for fraud, gross negligence, or intentional misconduct by a party or for death or personal injury caused by that party's negligence. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You are responsible for your use of the Sentry Desk Services and are liable for any resulting damage therefrom to the maximum extent the law permits.
You understand that data can be inadvertently lost, corrupted, or breached, and agree that you are wholly responsible for the backup of any and all data, software, information or other files stored on your systems, including all disks and drives, or other associated devices (collectively, “Your Data”) before receiving the Sentry Desk Services. To the maximum extent permitted by law, Sentry is not responsible or liable for any disclosure, loss or corruption of Your Data.
Each party hereto represents and warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and (d) such party will comply with all Applicable Laws related to the Services and the performance of its obligations under this Agreement.
This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including, without limitation, by operation of law, other than as expressly set forth in this section. This Agreement may be assigned, transferred, delegated, sold or otherwise disposed of in its entirety by Sentry in its sole discretion. In addition, Sentry may delegate its performance under this Agreement in whole or in part to one or more affiliates, provided that Sentry will remain liable and responsible for any performance or obligation so delegated. A party's permitted successors or assignees must agree as a condition precedent to any assignment, transfer or delegation to fully perform all applicable terms and conditions of this Agreement. No party may assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term. This Agreement will be binding upon and will inure to the benefit of a party's permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this section, including, without limitation, by operation of law, is null and void.
It is the intention of the parties that Sentry and you are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between Sentry and you.
This Agreement, together with all Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written.
Amendment or Modification
Sentry reserves the right at any time in its sole discretion to change the Sentry Desk Services and this Service Agreement. If changes increase the price or materially decrease the level of Sentry Desk Services purchased, 30 days' email notice will be provided. Your use of the Sentry Desk Services after the effective date of any change constitutes your acceptance of the changed Sentry Desk Services and Service Agreement.
Basis of Bargain
All limitations of remedies and disclaimers of warranties, conditions and liability form an essential basis of this Agreement.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
Choice of Law; Venue; Jurisdiction
This Agreement will be governed by and interpreted in accordance with the laws of France without regard to the conflicts of laws principles thereof. Any dispute or claim arising out of or in connection with the Agreement shall be finally settled and exclusively by the commercial court located in Nanterre, France. For purposes of this Agreement, you and Sentry hereby irrevocably consent to exclusive personal jurisdiction and venue in the commercial court of Nanterre, France.
Regardless of any Applicable Law to the contrary, you agree that any claim or cause of action arising out of or related to the Software or this Agreement, must be filed within one year after such claim or cause of action arose or be forever barred.
No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other party indicating that a force majeure event occurred and detailing how such a force majeure event impacts the performance of its obligations.
Links to Third-Party Sites
Sentry leverages third-party Web sites to deliver the Sentry Desk Services. Sentry's Web site links to these third-party sites. You acknowledge that the linked sites are not under Sentry's control and Sentry is not responsible for the contents of any link or linked site or any changes or updates to such sites, and provision of the linked sites does not constitute an endorsement of any kind of material they contain or any association with their operators. Sentry is not responsible for webcasting, or any other form of transmission received from any linked site.
All notices or questions relating to this Agreement shall be directed to: Sentry Software, 4 place de la Defense, 92974 La Defense Cedex, France, Attention: Legal Dept. Any notice required to be given under this Agreement shall be deemed given by Sentry when sent to your email address, supplied by you to Sentry in the Support Pricing Agreement. You may update such information from time to time upon written notice to Sentry. Any failure by you to provide Sentry with updated contact information will not invalidate the effectiveness of any notice sent by Sentry to the contact information previously supplied by you. You consent to Sentry providing you notifications about the Sentry Desk Services or information the law requires us to provide to you via that email address. Notices emailed to you will be deemed given and received when the email is sent.
The following sections of this Agreement shall survive its termination or expiration for any reason:
- Payment, Billing, Refund,
- Intellectual Property Rights,
- No Warranty,
- Limitation of Remedies,
- Limitation of Liability,
Binding Arbitration and Class Action Waiver (United States Only)
Binding Arbitration and Class Action Waiver If Your Principal Place of Business Is In the United States. We hope we never have a dispute, but if we do, you and we agree to try for 30 days to resolve it informally. If we can't, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator's decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren't allowed. Nor is combining individual proceedings without the consent of all parties.
- Disputes Covered—Everything Except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between you and us concerning this Service Agreement, the Sentry Desk Services, your subscription or account, their price, advertising, marketing, communications, your purchase transaction, billing, or your Data, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors', our, or our licensors' intellectual property rights.
- Mail a Notice of Dispute First. If you have a dispute and our customer service representatives can't resolve it, send a Notice of Dispute by mail to Sentry Software, 4 place de la Défense, 92974 La Défense Cedex, France. Tell us your name, address, how to contact you, what the problem is, and what you want. We'll do the same if we have a dispute with you. After 30 days, you or we may start an arbitration if the dispute is unresolved.
- Small Claims Court Option. Instead of mailing a Notice of Dispute, you may sue us in small claims court in the county of your principal place of business.
- Arbitration Procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if you are an individual and use the Sentry Desk Services for personal or household use, or if the value of the dispute is $75,000 or less whether or not you are an individual or how you use the Sentry Desk Services, its Consumer Arbitration Rules). For more information, see https://www.adr.org or call 1-800-778-7879. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in the county of your principal place of business. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim. Under AAA rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim. But a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
- Arbitration Fees and Payments.
- Disputes Involving $75,000 or Less. We will promptly reimburse your filing fees and pay the AAA's and arbitrator's fees and expenses. If you reject our last written settlement offer made before the arbitrator was appointed, your dispute goes all the way to an arbitrator's decision (called an “award”), and the arbitrator awards you more than this last written offer, we will: (i) pay the greater of the award or $1,000; (ii) pay your reasonable attorney's fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration.
- Disputes Involving More than $75,000. The AAA rules will govern the payment of filing fees and the AAA's and arbitrator's fees and expenses.
- Conflict with AAA Rules. This Service Agreement governs to the extent it conflicts with the AAA's Commercial Arbitration Rules or Consumer Arbitration Rules.
- Must File Within One Year. You and we must file in small claims court or arbitration any claim or dispute (except intellectual property disputes—see paragraph 1 above) within one year from when it first could be filed. Otherwise, it's permanently barred.
- Rejecting Future Arbitration Changes. You may reject any change we make to the Binding Arbitration and Class Action Waiver section (except address changes) by sending us notice within 30 days of the change by mail to the address in paragraph 2 above. If you do, the most recent version of the section before the change you rejected will apply.
- Severability. If any part of the Binding Arbitration and Class Action Waiver section is found to be illegal or unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins), except that if a finding of partial illegality or unenforceability would allow class-wide or representative arbitration, the Binding Arbitration and Class Action Waiver section will be unenforceable in its entirety.