Terms of Service

1. The parties

These Terms of Service (“Terms”) are between Sentrix Inc. (“Sentrix”), a corporation incorporated under the laws of Canada, and the organization or individual (“Customer”) accessing or using the Sentrix platform (“Service”). Your subscription agreement or order form is incorporated into these Terms by reference.

2. The service

Sentrix provides a cloud-based governance, risk, and compliance (GRC) automation platform that includes compliance automation, third-party risk management, policy management, license optimization, and integration capabilities. Access to the Service is provided on a subscription basis as set out in your order form.

We will provide the Service with commercially reasonable care and skill, maintain uptime consistent with our SLA, and notify you of material changes to the Service with reasonable advance notice.

3. Customer responsibilities

You are responsible for: maintaining the confidentiality of your account credentials; ensuring users of your account comply with these Terms; the accuracy and legality of data you input into the Service; configuring the Service appropriately for your compliance requirements; and obtaining any necessary consents before connecting integrations to the Service.

You may not: use the Service for any unlawful purpose; attempt to gain unauthorized access to any part of the Service; interfere with the Service’s operation; resell or sublicense the Service without our written consent; or use the Service to build a competing product.

4. Data and privacy

4.1 Customer Data

You retain ownership of all data you input into the Service (“Customer Data”). You grant Sentrix a limited license to use Customer Data solely to provide and improve the Service. We will not access Customer Data except to provide support, as required by law, or as you authorize.

4.2 Personal information

We process personal information in accordance with our Privacy Policy and applicable Canadian privacy legislation. We act as a data processor for personal information you process through the Service and will execute a Data Processing Agreement on request.

5. Confidentiality

Each party will maintain the confidentiality of the other party’s non-public information disclosed in connection with the Service. Customer Data is the Customer’s confidential information. Sentrix’s pricing, product roadmap, and technical architecture are Sentrix’s confidential information. Confidentiality obligations survive termination for 3 years.

6. Intellectual property

Sentrix owns all intellectual property in the Service, including the platform, integrations, crosswalk methodology, and framework mappings. These Terms do not transfer any intellectual property rights to you. You own all intellectual property in your Customer Data and any custom configurations you create.

7. Fees and payment

Subscription fees are set out in your order form and invoiced annually in advance unless otherwise agreed. Fees are non-refundable except as required by law. We may update pricing with 60 days’ notice prior to your renewal date. Late payments accrue interest at 1.5% per month.

8. Warranties and disclaimers

Sentrix warrants that the Service will perform materially in accordance with its documentation and that we will maintain appropriate security controls as described in our trust center. THE SERVICE IS NOT A SUBSTITUTE FOR LEGAL ADVICE. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REMAINS YOUR RESPONSIBILITY. SENTRIX DOES NOT WARRANT THAT USE OF THE SERVICE WILL RESULT IN REGULATORY COMPLIANCE OR AUDIT SUCCESS.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SENTRIX’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

10. Term and termination

These Terms commence on the date you first access the Service and continue until your subscription expires or is terminated. Either party may terminate for material breach with 30 days’ written notice if the breach is not cured. On termination, we will provide a 30-day window to export your Customer Data before deletion.

11. Governing law

These Terms are governed by the laws of the Province of Québec and the laws of Canada applicable therein, without regard to conflict of law principles. Any dispute shall be resolved in the courts of Québec. The parties waive the right to a jury trial.

12. Changes to these terms

We may update these Terms from time to time. We will provide 30 days’ notice of material changes by email to the address on your account. Continued use of the Service after the effective date of changes constitutes acceptance. If you do not agree to the updated Terms, you may terminate your subscription before the effective date.

13. Contact

Legal inquiries: [email protected]

Sentrix Inc. · 1000 rue Saint-Antoine Ouest · Montréal QC H3C 3R7 · Canada