Terms of Service

1. Accepting these terms

These Terms of Service ("Terms") govern your access to and use of the Update Sentinel website at updatesentinel.com, the application at app.updatesentinel.com, the relay and agent software, and any related services (together, the "Service"), provided by Update Sentinel ("we," "us" or "our").

By creating an account, installing our software or otherwise using the Service, you agree to these Terms. If you use the Service for an organization, you confirm that you have authority to bind that organization, and "you" means both you and the organization. If you don't agree, don't use the Service.

The Service is intended for business use. You must be at least 18 years old to use it.

2. Changes to these terms

We may change these Terms at any time, for any reason, without notice. Changes take effect as soon as they are posted on this page, and the published date at the top will change. It's your responsibility to check back regularly. Continuing to use the Service after changes are posted means you accept them.

3. The Service and changes to it

The Service is in early access. We may add, change, suspend or remove any feature, integration, supported platform or part of the Service at any time, with or without notice, and without liability to you.

Some features may be labeled beta, preview or early access. They are provided for evaluation, may not work as expected, and may change or go away at any time.

4. Your account

• Give us accurate information and keep it up to date.
• Keep your sign-in details secret. You are responsible for everything that happens under your account and your organization.
• Your organization's administrators control who has access, which roles they hold, and which machines are enrolled.
• Tell us right away at [email protected] if you think your account has been compromised.

5. Free trial

New accounts may start with a free trial. A payment method may be required to start one. We decide the length and terms of any trial and may change or end trials at any time.

6. Plans and licenses

• The Service is licensed per endpoint, meaning a machine running the Update Sentinel agent. You assign licenses online when you buy them. We don't charge for users or relays.
• We offer per-endpoint plans at graduated rates, billed yearly or monthly; the Organization License; and Enterprise Unlimited. Current rates are on our Pricing page.
• The minimum purchase is 10 endpoints per customer.
• Update packages are signed and identified to your organization.
• An unlicensed endpoint stops receiving all updates. It keeps working with the software and updates already installed.

7. License scope

• One legal entity. A license covers one legal entity at any number of its own locations. It doesn't cover affiliates, subsidiaries, sister companies or any other entity, including neighboring or partner organizations.
• Your own endpoints. Licensed endpoints must be owned or operated by the licensed entity.
• Relays and server instances. You may run any number of relays and other Update Sentinel server instances, as long as each is registered to your account.
• No third-party use. You may not use your licenses to service, manage or deliver updates to any third party's systems. System integrators, service providers and others who serve more than one organization must join our Partner Program ([email protected]).
• Endpoint reporting. Endpoint counts are collected at check-in or package transfer and used for license compliance.
• Audit. We may verify that your use stays within your license scope, on reasonable notice.

8. Organization License and Enterprise Unlimited

• Both are annual licenses for one legal entity and all of its locations. They are not available on monthly billing.
• The Organization License covers up to 250 endpoints. If you exceed 250 endpoints during the term, the additional endpoints are billed at the per-endpoint rate for 101 or more endpoints until renewal. At renewal you may move to Enterprise Unlimited.
• Enterprise Unlimited has no endpoint cap and is priced by quote. You must run at least one relay of your own, and your endpoints receive updates through your relays.

9. Billing

• Annual plans are billed yearly in advance. Monthly plans are billed monthly in advance.
• Endpoints licensed on monthly billing have a minimum licensing term of 3 months.
• Licenses you add take effect right away and are billed for the rest of the period. Reductions take effect at your next renewal.
• Fees are non-cancellable and non-refundable, except where the law requires otherwise.
• Installation and engineering services are contracted and invoiced separately from Update Sentinel licensing.
• You are responsible for all taxes, other than taxes on our income.
• If payment fails or is late, we may suspend or limit the Service until your account is paid in full.

Questions about an invoice must reach us within 30 days of the invoice date.

10. Price changes and charter customers

We may change our published prices at any time. For an existing subscription, a price change applies at renewal, and we will give you at least 60 days' written notice before the end of your current term.

Charter customers receive a price lock on these terms:

• Price lock. Per-endpoint and Organization License rates in effect at signing are locked for 3 years from the start date, and renewal price changes don't apply during the lock.
• Annual commitment. The lock applies to annual billing only.
• Added endpoints. Endpoints added during the lock are billed at the locked rates.
• Continuous renewal. The lock lasts only while the subscription renews without a lapse. A lapse ends it.
• Non-transferable. The lock can't be transferred to another entity, except as part of an acquisition of the customer, with our approval.
• Enrollment. Charter status is offered for a limited period or number of customers, at our discretion.

11. Acceptable use

You agree not to, and not to let anyone else:

• use the Service on machines or networks you don't own or aren't authorized to manage;
• use the Service to distribute malware or anything unlawful, harmful or infringing;
• probe, scan, test or bypass the security of the Service, or interfere with its operation, except as we allow in writing;
• copy, modify, reverse engineer or build a competing product from the Service, except as the law expressly allows;
• resell, sublicense or provide the Service to third parties without our written permission;
• place excessive load on the Service or use it in a way that harms us or other customers.

We decide, at our discretion, whether a use violates this section.

12. Your deployments and your systems

You decide what gets approved, where, and when. You are solely responsible for the updates, packages and scripts you approve or deploy through the Service, and for testing them before wide rollout. You are also responsible for maintenance windows, reboots, backups, and the operation and safety of your equipment and processes.

Not a safety system. The Service is a patch-management tool. It is not a safety system, and it is not designed or certified for use where failure could lead to death, personal injury, environmental damage or severe property damage. You must keep your own independent safety controls in place.

13. Third-party software and services

Updates and software delivered through the Service, including updates from Microsoft and Linux distributions, are made by third parties and are governed by their own terms. We don't make, control or warrant them. We may rely on third-party providers (for example, hosting, email and payment processing) to run the Service.

14. Your data

You keep ownership of the data you and your machines send to the Service ("Customer Data"). You give us the right to host, copy, process and display Customer Data only as needed to provide, secure, support and improve the Service, and as described in our Privacy Policy.

You are responsible for the accuracy and legality of Customer Data and for having the rights to share it with us. We may use aggregated or de-identified information that doesn't identify you or your organization to operate and improve the Service.

15. Our property and your feedback

We and our licensors own the Service, including the software, website, brand and documentation. These Terms give you a limited, revocable, non-exclusive, non-transferable right to use the Service while your account is in good standing. If you send us ideas or feedback, we may use them freely, without any obligation to you.

16. Suspension and termination

You may stop using the Service at any time. We may suspend, limit or terminate your access to all or part of the Service at any time, for any reason or no reason, with or without notice, including if we believe you have broken these Terms or that your use creates risk for us or others.

Termination for abuse. We may terminate the Service immediately if you:

• resell or sublicense Update Sentinel or its update content;
• share licenses, update packages or services with third parties;
• tamper with, circumvent or falsify licensing or endpoint reporting;
• use a license beyond its scope, including for other legal entities or for endpoints the licensed entity doesn't own or operate; or
• use the Service on behalf of third parties outside the Partner Program.

Prepaid fees are not refunded after a termination for abuse.

Your running systems. When the Service ends for any reason, endpoints stop receiving updates. They keep running with the software and updates already installed. Ending the Service never disables or disrupts running systems.

When your account ends, your right to use the Service ends too. We may delete Customer Data after termination, and we have no obligation to keep it. Sections that by their nature should survive termination (including fees owed, disclaimers, limits of liability, indemnity and governing law) will survive.

17. Disclaimers

The Service is provided "as is" and "as available," with all faults. To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the Service will be uninterrupted, secure, error-free, or that any update will install successfully or fix any vulnerability.

18. Limitation of liability

To the fullest extent the law allows, we will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, production, data or goodwill, or for downtime, even if we were told they were possible.

Our total liability for all claims relating to the Service is limited to the amount you paid us for the Service in the twelve months before the event giving rise to the claim, or one hundred U.S. dollars (US$100) if you have not paid us anything.

19. Indemnity

You will defend, indemnify and hold harmless Update Sentinel and its owners, employees and contractors from any claims, losses, damages and costs (including reasonable attorneys' fees) arising from your use of the Service, your Customer Data, the updates or scripts you deploy, or your breach of these Terms.

20. Governing law and disputes

These Terms are governed by the laws of the United States and of the state in which we are organized, without regard to conflict-of-law rules. Any dispute will be resolved exclusively in the state or federal courts located there, and you consent to their jurisdiction. Either party may seek injunctive relief to protect its intellectual property or confidential information.

21. General

• These Terms, together with our Privacy Policy and any order you accept in the application, are the entire agreement between us.
• If any part of these Terms can't be enforced, the rest stays in effect.
• If we don't enforce a right, we haven't waived it.
• You may not assign these Terms without our written consent. We may assign them at any time, including in a merger or sale.
• We aren't liable for delays or failures caused by events beyond our reasonable control.
• We may send notices to the email address on your account or post them in the application.

22. Contact

Questions about these Terms? Email [email protected].