Terms of Use, License, and Limitation of Liability

1Definitions

Capitalized terms used in these Terms have the meanings set forth below:

“Sentinel”

Sentinel Credit, Inc., a Delaware corporation.

“Customer” or “you”

The individual or entity that accesses or uses the Platform under these Terms or an Order Form.

“Platform” or “Software”

The Sentinel Credit credit-rating engine, surveillance suite, IC Memo and Corporate Memo generators, the predictive-intelligence modules, and all related web, API, and command-line interfaces made available by Sentinel.

“Services”

The hosting, configuration, support, and maintenance services provided by Sentinel under these Terms or an Order Form.

“Order Form”

A written ordering document signed by both Parties (or accepted online for self-serve tiers) that references these Terms and describes the specific Software, Services, term, and fees.

“Customer Data”

Financial statements, issuer metadata, and analyst inputs that Customer uploads or causes to be processed by the Platform, together with any other data Customer provides.

“Model Output”

Model-implied credit ratings, probability-of-default estimates, working-capital scores, stress-test results, trade-credit memos, IC memos, corporate memos, watch-list triggers, and any other reports, scores, or analytics produced by the Platform.

“Documentation”

The SR 11-7 Model Card, Model Governance Package, API specifications, user manuals, release notes, and known-limitations disclosures published by Sentinel from time to time.

“Authorized Users”

Customer employees, officers, and contractors who are bound by written confidentiality obligations at least as protective as those in these Terms and who are permitted by Customer to access the Platform.

“Confidential Information”

Has the meaning set forth in Section 9.

“NRSRO”

A Nationally Recognized Statistical Rating Organization as defined in the Credit Rating Agency Reform Act of 2006 and regulated by the U.S. Securities and Exchange Commission.

2License Grant & Restrictions

2.1 Grant

Subject to Customer’s payment of all fees and compliance with these Terms, Sentinel grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Platform, and to use the Model Output, solely for Customer’s internal business purposes as described in the applicable Order Form. All rights not expressly granted are reserved by Sentinel.

2.2 Permitted Use

• Internal credit committee and trade-credit decision support.
• Counterparty risk, AR portfolio, and vendor monitoring and surveillance.
• Model validation and back-testing of Customer’s internal credit processes.
• Access by Authorized Users only, subject to per-user and per-tier usage limits set in the Order Form.

2.3 Restrictions

Customer shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, or training data of the Platform, except to the extent expressly permitted by applicable law.
• Redistribute, resell, sublicense, rent, time-share, or transfer the Platform, Documentation, or Model Output to any third party, except that Customer may share a Model Output document with its auditors, regulators, and professional advisors under confidentiality obligations at least as protective as these Terms.
• Use the Platform to offer a competing credit-rating, credit-scoring, or credit-analytics service, or to train any machine-learning model for a competing product.
• Remove any proprietary notices, disclaimers, or audit-trail metadata from the Platform, Documentation, or Model Output.
• Use the Platform in a manner that would cause Sentinel to be required to register as an NRSRO, a consumer reporting agency under the Fair Credit Reporting Act, or an investment adviser under the Investment Advisers Act.
• Use Model Output as the sole basis for any automated adverse consumer credit decision without independently complying with the Equal Credit Opportunity Act (ECOA), Regulation B, the Fair Credit Reporting Act, and all other applicable fair-lending and consumer-protection laws.
• Represent any Model Output as an “official credit rating,” an NRSRO rating, or an opinion issued by a rating agency registered with the SEC or any foreign regulator.

3Services, Support, and SLA

For paid tiers (PAYG and above), Sentinel provides the following service levels. Free-tier usage is provided on an as-available basis without SLA commitments.

Service credits and escalation paths for SLA breaches are specified in Enterprise Order Forms. The SLA above is a target, not a warranty, and does not modify the warranty disclaimer in Section 7.3.

4Fees and Payment

Customer shall pay the fees set forth in the applicable Order Form or as displayed on sentinel-credit.com/#pricing at the time of purchase.

• Self-serve tiers (Free, PAYG, Pro, Team) are billed via Stripe per the published schedule. PAYG fees are charged per memo at purchase; Pro and Team fees are charged monthly in advance and are non-refundable except as required by law.
• Enterprise tier invoices are due net thirty (30) days from the invoice date unless otherwise specified in the Order Form. Late amounts accrue interest at 1.0% per month or the highest rate permitted by law, whichever is lower.
• Taxes. Fees are exclusive of taxes, duties, and similar assessments. Customer is responsible for all such amounts other than taxes on Sentinel’s net income.
• Fee changes. Sentinel may change self-serve-tier prices with at least 30 days’ notice posted to the pricing page; changes apply at the start of the next billing cycle. Enterprise fees are fixed for the Order Form term.

5Intellectual Property

5.1 Sentinel IP

As between the Parties, Sentinel owns and retains all right, title, and interest in and to: the Platform; the underlying models, algorithms, and methodology (including but not limited to the S&P / Moody’s / Fitch-inspired blending framework, the sector-overlay logic, the CCO / CIO overlay rules, the OBS Disclosure Scanner, the Drift Monitor, the Outcome Ledger, the forensic signal library, and the generative-ring architecture); the Documentation; and any improvements, derivatives, or feedback. Nothing in these Terms transfers ownership of any Sentinel IP to Customer.

5.2 Customer Data

Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Sentinel a limited, non-exclusive, royalty-free license to process Customer Data solely to provide the Platform and Services and to generate Model Output for Customer’s exclusive use, and for no other purpose except as expressly permitted by Section 6 and the Data Use Rider attached to any applicable Order Form.

5.3 Model Output — License to Customer

Sentinel grants Customer a perpetual, worldwide, royalty-free license to use, copy, and internally distribute each Model Output document for the Customer’s internal business purposes, and to share such documents with Customer’s auditors, regulators, and professional advisors under confidentiality obligations at least as protective as these Terms. Sentinel retains ownership of the underlying methodology, algorithms, and aggregate de-identified benchmarking data. Customer does not acquire any right to re-distribute Model Output publicly, to aggregate Model Output into a commercial data product, or to use Model Output in a manner prohibited by Section 2.3.

5.4 Feedback

Customer hereby grants Sentinel a perpetual, irrevocable, royalty-free, worldwide license to use any suggestions, enhancement requests, error reports, or other feedback provided by Customer relating to the Platform; provided that Sentinel shall not incorporate any Customer Data or Confidential Information into such feedback or any product derived from it.

5.5 Trademarks

“Sentinel,” “Sentinel Credit,” and the Sentinel reticle logo are trademarks of Sentinel Credit, Inc. No license to use the foregoing is granted except in connection with Model Output as described in Section 5.3.

6Customer Data and Data Processing

Customer retains all rights in Customer Data. Sentinel processes Customer Data solely to provide the Platform and Services, to generate Model Output for Customer’s exclusive use, and as otherwise permitted by the Data Use / DPA Rider attached as Schedule A to an Enterprise Order Form. Sentinel will implement and maintain administrative, technical, and physical safeguards consistent with industry standards for a SaaS provider to regulated financial institutions, including the controls described in the Sentinel SOC 2 control set (Type I attestation underway; Type II follows the observation window).

Prohibited data. Customer shall not upload or input, and shall not permit any Authorized User to upload or input, into the Platform: (i) material non-public information (MNPI); (ii) personal data of data subjects to whom Customer does not have lawful basis to disclose such data to a processor; (iii) protected health information subject to HIPAA; (iv) payment-card data subject to PCI-DSS; or (v) data subject to sanctions or export-control restrictions that Customer is not authorized to share.

Aggregate analytics. Sentinel may create and use aggregate, de-identified data derived from Customer Data for benchmarking, research, and product improvement, provided that such aggregate data does not identify Customer or any individual.

7Representations, Warranties, and Disclaimers

7.1 Mutual

Each Party represents and warrants that it has full right, power, and authority to enter into these Terms and to perform its obligations hereunder, and that its performance will not violate any agreement with, or obligation to, any third party.

7.2 Sentinel Warranties (paid tiers only)

• The Platform will perform substantially in accordance with the Documentation during the Term.
• Sentinel will use commercially reasonable efforts consistent with industry practice to deliver the Services.
• Sentinel has complied and will comply with the data-sourcing policy described in the Model Governance Package, including the exclusion of unlicensed or consumer retail market-data feeds from input pipelines intended for rating output.

7.3 Disclaimer of All Other Warranties

8Indemnification

8.1 Indemnification by Sentinel

Sentinel shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and affiliates from and against any third-party claims, actions, or proceedings (“Claims”) alleging that Customer’s use of the Platform as permitted by these Terms infringes or misappropriates any U.S. patent, copyright, trademark, or trade secret of such third party, and shall pay any damages finally awarded by a court of competent jurisdiction, or any settlement amounts agreed to in writing by Sentinel, in connection with such Claims.

Exclusions. Sentinel shall have no obligation under this Section 8.1 for any Claim arising from: (i) Customer’s modification of the Platform or Model Output; (ii) use of the Platform in combination with any product, service, or data not provided by Sentinel, where the Claim would not have arisen but for such combination; (iii) Customer’s continued use of the Platform after notice of a Claim; or (iv) Customer Data.

Sole remedy. If the Platform becomes, or in Sentinel’s reasonable opinion is likely to become, the subject of an infringement Claim, Sentinel may, at its option and expense: (a) procure for Customer the right to continue using the Platform; (b) modify the Platform so it is no longer infringing while retaining substantially equivalent functionality; or (c) terminate the affected Order Form and refund any pre-paid, unused fees. The foregoing states Sentinel’s entire liability, and Customer’s sole and exclusive remedy, for any infringement or misappropriation Claim.

8.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Sentinel and its officers, directors, employees, and affiliates from and against any Claims arising from: (i) Customer Data, including any claim that Sentinel’s processing of Customer Data as permitted by these Terms infringes or misappropriates third-party rights or violates applicable law; (ii) Customer’s use of the Platform or Model Output in violation of these Terms or applicable law (including ECOA, Regulation B, the FCRA, and applicable privacy laws); (iii) Customer’s representation of Model Output as an official credit rating or NRSRO opinion; or (iv) Customer’s breach of Section 2.3.

8.3 Procedure

The indemnified Party shall: (a) promptly notify the indemnifying Party of any Claim in writing (provided that failure to notify shall not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced); (b) give the indemnifying Party sole control of the defense and settlement of the Claim (provided that no settlement admitting liability of the indemnified Party may be made without its consent); and (c) provide reasonable cooperation at the indemnifying Party’s expense.

9Confidentiality

“Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Sentinel’s Confidential Information includes the Platform, Documentation, methodology, and non-public pricing. Customer’s Confidential Information includes Customer Data and any information marked as confidential.

The Receiving Party shall: (a) use Confidential Information solely to exercise its rights and perform its obligations under these Terms; (b) protect it with the same degree of care used for its own confidential information of like kind (but no less than reasonable care); and (c) not disclose it to any third party except to Authorized Users and professional advisors bound by confidentiality obligations at least as protective as these Terms.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (iii) is required to be disclosed by law (subject to prompt notice to the Disclosing Party and cooperation with any effort to limit disclosure).

10Limitation of Liability

Basis of the bargain. Customer acknowledges that the fees reflect the allocation of risk set forth in these Terms and that Sentinel would not provide the Platform on these terms without the limitations in Section 7.3 and this Section 10.

11Term and Termination

• Term. These Terms commence on the Effective Date and continue until terminated in accordance with their terms. Each Order Form has the term specified therein.
• Termination for convenience (self-serve tiers). Customer may cancel any self-serve tier at any time from the account-settings page; cancellation takes effect at the end of the then-current billing cycle. No refunds are issued for partial billing periods except as required by law.
• Termination for breach. Either Party may terminate these Terms or any Order Form for the other Party’s uncured material breach upon thirty (30) days’ written notice identifying the breach with specificity.
• Termination for insolvency. Either Party may terminate immediately upon the other Party’s bankruptcy, assignment for the benefit of creditors, or cessation of business.
• Effect of termination. Upon termination, Customer shall cease all use of the Platform, and each Party shall, within thirty (30) days, return or destroy (at the Disclosing Party’s election) all Confidential Information of the other Party. Customer may retain Model Output documents generated before termination for the license period described in Section 5.3.
• Survival. Sections that by their nature should survive termination shall survive, including Sections 2.3, 5, 7.3, 8, 9, 10, 12, and 13.

12Regulatory Compliance

Each Party shall comply with all applicable laws in connection with its use or provision of the Platform. Without limitation, the following apply where relevant to Customer’s use:

• The Gramm-Leach-Bliley Act (GLBA) and its implementing regulations.
• The Fair Credit Reporting Act (FCRA) and any state-law equivalent.
• The Equal Credit Opportunity Act (ECOA) and Regulation B, including adverse-action notice requirements.
• The Credit Rating Agency Reform Act of 2006 and SEC Rules 17g-1 through 17g-10 (Sentinel is not an NRSRO and must not be represented as such — see Section 7.3(A)).
• Federal Reserve Supervisory Letter SR 11-7 and OCC Bulletin 2011-12 on Model Risk Management, where Customer is a U.S. banking organization. Sentinel publishes an SR 11-7-aligned Model Card to assist Customer’s internal model-risk governance.
• State privacy laws, including the California Consumer Privacy Act (CCPA) as amended by the CPRA.
• The EU General Data Protection Regulation (GDPR) and the EU AI Act, to the extent applicable to Customer’s use. Enterprise Order Forms may include a Data Processing Addendum (DPA) covering GDPR-specific terms.
• OFAC, EAR, and similar U.S. sanctions and export-control laws. Customer represents that it is not located in, organized under the laws of, nor ordinarily resident in, any jurisdiction subject to comprehensive U.S. sanctions, and that no Authorized User is a Specially Designated National.

Sentinel acknowledges that Customer may be subject to regulatory examination and shall cooperate with reasonable audit requests at Customer’s expense, subject to confidentiality protections.

13Miscellaneous

13.1 Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any disputes shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each Party consents to the personal jurisdiction of such courts. The Parties waive any right to trial by jury.

13.2 Notices

All notices under these Terms must be in writing and delivered by certified mail, nationally recognized overnight courier, or email with confirmed receipt to the addresses on the Order Form. Notices to Sentinel should also be sent to legal@sentinel-credit.com.

13.3 Assignment

Neither Party may assign these Terms without the other’s prior written consent, except that either Party may assign without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to the other Party. Any attempted assignment in violation of this Section is void.

13.4 Force Majeure

Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, acts of civil or military authority, national emergency, epidemic or pandemic, labor disruptions, or widespread communications or infrastructure failures. Customer’s payment obligations are not excused by this Section.

13.5 Independent Contractors

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship. Neither Party has authority to bind the other.

13.6 Severability; Waiver

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. No waiver is effective unless in writing and signed by the waiving Party. A failure to enforce any provision does not constitute a waiver of future enforcement.

13.7 Entire Agreement; Order of Precedence

These Terms, together with any applicable Order Form and Schedules, constitute the entire agreement between the Parties regarding its subject matter and supersede all prior agreements and understandings. In the event of a conflict between these Terms and an Order Form, the Order Form controls for that Order Form only, unless these Terms explicitly state that a provision cannot be modified.

13.8 Changes to These Terms

Sentinel may update these Terms from time to time. Material changes will be posted at least thirty (30) days before they become effective and will be communicated to account-holders by email. Continued use of the Platform after the effective date of an update constitutes acceptance of the updated Terms. For Enterprise Order Forms, the Terms in effect at the Order Form’s Effective Date apply for that Order Form’s term.

14Contact

Questions about these Terms, license-term negotiation, or enterprise procurement should be directed to:

Sentinel Credit, Inc.
[Registered business address — to be filled in at company registration]
Email: legal@sentinel-credit.com
General: contact@sentinel-credit.com