Membership Terms

SENTRY MEMBERSHIP TERMS

These Sentry Funding Membership Terms (“Agreement”) are entered into on the first day that the user completes the login details required to access the member only section of the Sentry Funding website (“Effective Date”).

  1. DEFINITIONS

Board
means the Board of Directors of Sentry.

“Claimant”
means a person making a legal claim through the civil courts.

“CLAS”
means the Sentry technology platform accessed via the Members section on the Sentry Funding website.

“Client”
means a company or a person that is using the services of the Member

Confidential Information
means information that is confidential to Sentry.

“Member”
means the law firm that has ben accepted to use CLAS

Sentry Director
means any person that holds the business title director at Sentry.

“User”
Means the person authorised by the Member to use CLAS.

  1. PURPOSE AND SCOPE

The purpose of this Agreement is to set out the duties and responsibilities of Sentry and the Member during the course of this Agreement. Both parties hereby agree to conform to all of the applicable terms and conditions set forth in this Agreement.

  1. SENTRY FUNDING MEMBERSHIP

3.1 Membership

If the Board approves the Member then the User shall be notified in writing. The Member’s rights and responsibilities as defined herein shall commence on the Effective Date and upon receipt by the Member of the Member’s written membership confirmation.

3.2 Term of Membership

The Member’s membership may continue for twelve (12) months unless terminated pursuant to section 3.3 or 3.4 below. At the end of the twelve (12) months this Agreement will automatically renew for a further twelve (12) months subject to the performance of the Member pursuant to clause 3.8 below. Upon termination of membership of any particular Member pursuant to section 3.3 or 3.4 below, this Agreement, shall be considered terminated with respect to that Member save as provided below in section 3.5.

3.3 Termination through Insolvency

This Agreement shall terminate immediately if the Member becomes insolvent; has a receiver is appointed for it or its property; or commences voluntary or involuntary bankruptcy proceedings (in the event of an involuntary filing, provided such proceeding has not been vacated or set aside within sixty (60) days of commencement).

3.4 Non-Voluntary Termination of Membership

In the event of a material default or breach of this Agreement by the Member, if the Member does not cure such default or breach within thirty (30) days after its receipt of written notice thereof from a Sentry Director, such membership may be terminated at any time.

3.5 Voluntary Termination of Membership

The Member may resign from Sentry and terminate its membership at any time by providing written notice thereof to a Sentry Director. Such resignation and termination is effective on the date such notice is received by the Sentry Director.

3.6 Obligations on Termination

After the membership in Sentry has terminated, the Member shall have no further obligations under this Agreement except for all the confidentiality and non-disclosure obligations hereunder.

3.7 Fees

There are no fees payable by the Member to Sentry for being a Member and receiving the membership benefits.

3.8 Minimum Business Threshold

The Member agrees to participate in promoting Sentry products to its Clients, where applicable, and try to submit at least one (1) new claim for third party litigation funding, via CLAS, on behalf of a Claimant during the term of this Agreement.

3.9 Costs and Expenses

The Member will be responsible only for its own costs and expenses incurred in matters and activities arising out of this Agreement.

  1. CONFIDENTIAL INFORMATION

4.1 Confidential Information

Confidential Information shall include all materials generated by Sentry and the Member not specifically designated as non-Confidential, including any draft specifications, passwords and source codes provided under this agreement.

Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by employees of the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the Member having received the Confidential Information will provide prompt notice to Sentry in order to facilitate Sentry’s legal intercession.

4.2 Use of Confidential Information

The Member may use Confidential Information if Sentry has supplied written confirmation.

4.3 Confidentiality Obligation

The Member will maintain all Confidential Information in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances and will not use, disclose or copy the Confidential Information except as necessary for its employees with a need to know. The Member will mark any copies it makes of such Confidential Information as “Sentry Funding Confidential,” “Sentry Funding Proprietary” or with a similar legend and shall reproduce all copyright notices and disclaimers contained in the Confidential Information. Unless the parties agree otherwise, this obligation of confidentiality will expire two (2) years from the date of disclosure to the Member.

4.4 Return of Confidential Information

Upon termination of membership, the Member shall promptly either return to Sentry or destroy all tangible copies of any Confidential Information in its possession.

 

  1. TRADEMARKS

5.1 Non-assertion of Rights in Marks

The Member agrees not to assert against Sentry any trademark, trade name, or similar rights it may have now or may obtain in the future in the names Sentry Funding, Sentry Group, Sentry Advice, CLA Processing and any other marks obtained by Sentry in the future, provided that Sentry applies for such future marks in good faith and not to the detriment of the Member and only after approval by the Board (“Marks”). The Member will not use or adopt any trademarks for any product, service or specification that violates Sentry’s rights in the Marks.

5.2 Use of Trademarks

The Member agrees that it will only use the Marks to promote Sentry membership, Sentry products and/or Sentry product criteria. The Member agrees to comply with any trademark usage guidelines that Sentry may issue from time to time, including restrictions of use of Marks for products to be tested for compliance.

5.3 No Obligation to Use Marks

The Member is not obligated to use any of the Marks on any product, advertising, or on any other material.

  1. CLAS

6.1 Access to CLAS

Sentry will supply the Member with login passwords to CLAS. CLAS login passwords are to be kept confidential to the User at all times. The User must not share the login details with any other employee, sub contactor or any other personnel at the Members firm.

6.2 Terms of Use

The Member agrees to abide by these Membership Terms as well as the Terms of Use, Privacy and Cookie Policy as detailed on the Sentry Funding website.

  1. GENERAL

7.1 Assignment

Neither this Agreement nor any rights or obligations under this Agreement, in whole or in part, are assignable or otherwise transferable by the Member without the prior written approval of Sentry.

7.2 No Other Rights

No license, rights or title in or to any software or any intellectual property are provided hereunder, either expressly or by implication, estoppel or otherwise, except as expressly provided in this Agreement.

7.3 No Agency

The parties hereto are independent parties, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto.

7.4 Notices

Any notices under this Agreement shall be sent by: a) registered mail; b) tracked overnight carrier or c) email transmission where the recipient specifically replies to acknowledge receipt.

7.5 Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.

7.6 Complete Agreement

This Agreement constitutes the complete and exclusive statement of the agreement between the parties, and supersedes any and/or all previous agreements, proposals, oral or written, and all other communications or understandings between the parties relating to the subject matter of this Agreement. Each party acknowledges that it has not relied upon any representation or statement not contained herein. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by the Member and Sentry hereto.

7.7 No Warranty

All parties acknowledge that all information provided under this agreement, including any specifications and contributions, are provided “as is” with no warranties or conditions whatsoever, whether express, implied, statutory, or otherwise, and the parties expressly disclaim any warranty or condition of merchantability, security, satisfactory quality, non-infringement including non-infringement of third party intellectual property rights, fitness for any particular purpose, error-free operation, or any warranty or condition otherwise arising out of any proposal, contribution, specification, or sample.

7.8 Limitation of Liability

In no event will any party be liable to any other party for any incidental, consequential, indirect, special or exemplary damages, whether under contract, tort, warranty, condition or otherwise, arising in any way in relation to this or any other related agreement, whether or not such party had advance notice of the possibility of such damages.

7.9 Employees and Contractors

The Member shall ensure that its employees, and its contractors while conducting Sentry business on behalf of the Member, shall conform to all terms, conditions and obligations in this Agreement.

7.10 Changes to These Membership Terms

Any changes we make to our Membership Terms in the future will be posted on this page and notified to the User by e-mail.

7.11 Contact

If you have any questions regarding these Membership Terms, you should write to a Sentry Funding director at 2a London Road, East Grinstead, West Sussex RH19 1AG.