Terms of Service

These Terms and Conditions (“T&Cs”) govern all services provided and deliverables prepared or otherwise supplied (all such services and deliverables, collectively, “Deliverables”) by Sentinel Scanning LLC (“Sentinel”) to the client (“Client”). All such Deliverables are expressly conditioned on Client’s acceptance of these T&Cs.  Any other communication or documentation between Client and Sentinel that contains terms or conditions in addition to or inconsistent with these T&Cs will not apply to the Deliverables or be used to waive, modify, vary, explain or supplement all or any part of these T&Cs. By engaging Sentinel to provide Deliverables, Client shall be deemed to accept these T&Cs. These T&Cs, if not attached to a written statement of work, proposal, quotation, or other similar instructions agreed to by Client (each, an “SOW”) shall be deemed incorporated by reference into any such SOW.

1. Services Provided

Deliverables and the intended use of such Deliverables will be outlined in each SOW. Any services, deliverables or uses beyond the scope set forth in the applicable SOW must be agreed upon by both parties in writing. Sentinel may engage affiliates of Sentinel to perform its obligations under these T&Cs or any SOW, in whole or in part.

2. Ownership and License

All intellectual property created or provided by Sentinel, including scans, models, and documentation, shall remain the sole property of Sentinel unless explicitly stated otherwise in writing. Client is granted a non-exclusive, revocable, non-transferable license to use the Deliverables solely for the purpose set forth in the applicable SOW. Any resale, redistribution, or reuse on unrelated projects is strictly prohibited.

3. Inspection; Accuracy and Limitations; Assumption of Risk

Client acknowledges that all Deliverables are generated from real-world conditions and may contain inaccuracies due to limitations in access, obstructions, or environmental factors. Client is responsible for reviewing the Deliverables immediately upon delivery and notifying Sentinel in writing of Client’s dissatisfaction with the Deliverables within 72 hours of Client’s receipt thereof.   If Client timely notifies Sentinel that the Deliverables fail to meet the specifications set forth in the applicable SOW, Client’s sole remedy is that Sentinel will, in Sentinel’s sole discretion, reperform or replace the Deliverables, as applicable, or credit Client for amounts paid by Client for the Deliverables. Client agrees that failure to notify Sentinel of Client’s dissatisfaction with the Deliverables within 72 hours of Client’s receipt of the Deliverables constitutes acceptance of the Deliverables.  The Deliverables are being provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the Deliverables is at Client’s own risk.  Client agrees to assume all risks and liability for Client’s use of the Deliverables, whether used individually or in combination with other recommendations, reports, materials or goods.

4. Client Responsibilities

Client shall ensure safe and unimpeded access to the site during scheduled scan dates. Delays or costs incurred due to access restrictions, obstructions, or conditions outside Sentinel’s control may result in additional charges or delays.

5. Delivery and Revisions

Sentinel will deliver all Deliverables in digital format. Requests for format changes, supplemental documentation, or additional revisions not included in the original scope may be subject to additional fees. 

6. Confidentiality

In connection with the Deliverables, each of Sentinel and Client (“Recipient”) may receive non-public information of the other party (any such information, regardless of form or method of acquisition, “Confidential Information”). Client agrees that the existence, terms and contents of these T&Cs, the SOW, and the Deliverables are Confidential Information of Sentinel.  Recipient will, and will cause its affiliates, officers and directors to, and will use good faith efforts to cause its advisors to, keep confidential any and all Confidential Information. Except as set forth in the immediately following sentences of this Section 6, Recipient shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party (other than advisors of Recipient who themselves are bound by obligations of confidentiality no less stringent than set forth herein). Recipient may disclose Confidential Information to the extent required by applicable law or regulation or pursuant to a subpoena or court (or other regulatory body) order.   In the event Recipient is legally required to disclose any Confidential Information, Recipient will (i) give the disclosing party prompt written notice of such requirement so that the disclosing party may seek a protective order or other remedy, and (ii) cooperate with the disclosing party to obtain such protective order or other remedy. In the event disclosing party is not able to obtain such protective order or other remedy, Recipient agrees to furnish only that portion of the Confidential Information that is legally required to be disclosed.

7. Payment

Late payments may accrue interest at 1.5% per month or the maximum allowed by law. Sentinel may suspend or terminate ongoing services and take any other actions or pursue any other remedies under applicable law if payment is not received by the due date. Sentinel’s failing to charge interest on late payments or to exercise its right to suspend performance is not a waiver of any legal or equitable remedies.

8. Limitation of Liability

To the fullest extent permitted by law, Sentinel’s total liability for any claims, losses, or damages arising out of or related to the deliverables shall be limited to the total fees paid by Client for the specific DELIVERABLES IN QUESTION. In no event shall Sentinel be liable for indirect, incidental, consequential, or special damages, including but not limited to lost profits, business interruption, or third-party claims.

9. Warranty Disclaimer

SENTINEL MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILTIY, RESULTS, ACCURACY, COMPLETENESS, COMPATIBILITY, NON-INFRINGEMENT OR FITNESS OF THE DELIVERABLES FOR ANY PARTICULAR PURPOSE, NOR THE PERFORMANCE OF THE CLIENT’S CONTRACTORS OR CONSULTANTS IN APPLYING THE DELIVERABLES. THE DELIVERABLES ARE PROVIDED ON AN “AS IS” BASIS AND ARE USED AT CLIENT’S SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO CLIENT, THE ABOVE EXCLUSIONS WILL APPLY TO CLIENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 

10. Force Majeure

Sentinel shall not be liable for any delay or failure to perform resulting from acts beyond its control, including but not limited to weather events, accidents, illness, labor disputes, governmental actions, or equipment failure.  Upon any such delay or failure, Sentinel may, in its sole discretion and without any liability to Client, delay the performance of, partially perform, or cancel any affected SOW in whole or in part.

11. Dispute Resolution

Any claim or dispute arising out of or in connection with the Deliverables shall be subject first to a good faith meeting between officers or principals from Client and Sentinel within 30 days of both parties becoming aware of the claim or dispute. If the claim or dispute is not resolved in such meeting, the parties shall, within 45 days thereof, engage in formal mediation in Cobb County, Georgia. If the claim or dispute is not resolved in such mediation, the sole and exclusive remedy of Client and Sentinel shall be to submit the claim or dispute to binding arbitration pursuant to the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. Client and Sentinel each hereby acknowledge and agree that no claim or dispute arising out of or in connection with the Deliverables shall be submitted to any court. Each party shall bear its own legal costs unless otherwise determined in arbitration. 

12. Governing Law; Other Terms

These T&Cs shall be governed by and interpreted under the laws of the State of Georgia, without regard to conflict of laws provisions. If any provision of these T&Cs is determined to be unenforceable, the remaining provisions of these T&Cs will remain in full force and effect.