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·Terms of Service

·Version

3.0.03.0.0 (Latest version - February 12, 2024) 2.0.0 (December 29, 2022) 1.2.0 (February 5, 2020) 1.1.0 (November 29, 2018) 1.0.0 (December 6, 2017) of This Agreement was created on February 12, 2024.

·These Sentry Terms of Service ("Agreement") are entered into by and between Functional Software, Inc. d/b/a Sentry ("Sentry" or "we") and the entity or person placing an order for or accessing the Service ("Customer" or "you"). If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" in this Agreement mean your company.

·If you have a separate written agreement with Sentry for your use of the Service, this Agreement will not apply to you.

·This Agreement permits Customer to purchase subscriptions to the Service and other services from Sentry pursuant to Sentry ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Orders") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Certain capitalized terms are defined in Section 20 (Definitions) and others are defined contextually in this Agreement.

·The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Order referencing this Agreement.

·Modifications to this Agreement: From time to time, Sentry may modify this Agreement. Unless otherwise specified by Sentry, changes become effective for Customer upon renewal of Customer's current Subscription Term or entry into a new Order. Sentry will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order, and in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If Sentry specifies that changes to this Agreement will take effect prior to Customer's next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Service for the terminated portion of the Subscription Term.

·BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE UNDER THE AGE OF 16, PLEASE DO NOT USE THE SERVICE.

• 1Overview. Sentry offers a suite of software-as-a-service solutions designed to identify, monitor and alert Customer to problems that are occurring in a Customer Application. These Services include code coverage reporting, error monitoring, performance monitoring and other application monitoring solutions. Customer uses SDKs to bundle Service Data about the Customer Application and send that Service Data to the Service. Customer may either create its own SDKs or select from reference SDKs that Sentry makes separately available for different software languages, frameworks and libraries. Customer controls what Service Data (including what, if any, personal information) are sent to and processed by the Service by configuring SDKs and the Service. Customer may also elect to import and export Service Data between the Service and certain Third-Party Platforms (e.g., messaging services, code repositories and project management solutions) through supported integrations.
• 2The Service.
• 2.1Permitted Use. During the Subscription Term, Customer may access and use the Service only for its internal business purposes in accordance with any Scope of Use and the Documentation, the AUP and this Agreement.
• 2.2Users. Only Users may access or use the Service. The Service is not intended for and should not be used by anyone under the age of 16. Customer must ensure that all its Users are over 16 years old. Each User must keep login credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by Sentry's breach of this Agreement). Customer will promptly notify Sentry if it becomes aware of any compromise of any User login credentials. Sentry uses User account information as described in its Privacy Policy, but the Privacy Policy does not apply to Service Data.
• 2.3Restrictions. Customer will not (and will not authorize anyone else to) do any of the following: (a) provide access to (except for Users), distribute, sell or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service (except for Customer Applications) to, third parties, (c) use the Service to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Sentry), (e) modify or create derivative works of the Service or copy any element of the Service, (f) remove or obscure any proprietary notices in the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service's operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service or (i) transmit any viruses or other harmful materials to the Service.
• 2.4SDKs. In order to use the Service, Customer may be required to use SDKs to send Service Data about Customer Applications to the Service. Customer may create its own SDKs or select from reference SDKs that Sentry makes separately available in public repositories ("Reference SDKs"). Customer's use of Reference SDKs is subject to the applicable license terms provided with such Reference SDKs and not the terms of this Agreement. Customer's failure to properly implement SDKs may cause certain features of the Service to be unavailable or cease to function. The Service excludes SDKs, and Sentry shall have no warranty, support, indemnity or other obligations with respect to SDKs under this Agreement.
• 3Support. If Customer has purchased a paid subscription to the Service, unless otherwise specified in an Order, during the Subscription Term Sentry will provide Support through Sentry's online support page for the relevant service, or by email at the email address for the relevant Service, currently support@sentry.io and support@codecov.io, respectively. Sentry will use reasonable efforts to respond to Support requests during business hours. For free or unpaid subscriptions to the Service, please visit our online support page for any support-related questions.
• 4Data.
• 4.1Submission of Service Data. Customer controls the types and amounts of Service Data (including what, if any, personal information is included) that are submitted to the Service through Customer's configuration and use of SDKs, the Service and Third-Party Platforms. Customer is responsible for its configuration of SDKs and the Service (including any decision not to use available data scrubbing tools or other privacy or security settings or features).
• 4.2Data Use.
• 4.2.1Service Data. Subject to this Agreement, and solely to the extent necessary to provide, maintain and improve the Service and Support to Customer, Customer grants Sentry the non-exclusive, worldwide right, during the term of this Agreement, to access, use, process, copy, perform, store, export, transmit and display Service Data. Solely to the extent reformatting Service Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to modify and create derivative works of Service Data. In addition to the rights granted above, Sentry may use Non-Identifying Data for Additional Uses. Only to the extent Customer so authorizes via its configuration of the Service, Sentry may use other elements of Service Data for Additional Uses; provided, however, that Sentry will not disclose any Service Data used in this manner externally unless it has been Aggregated or Anonymized.
• 4.2.2Usage Data. Notwithstanding anything to the contrary in the Agreement, Sentry may collect and use Usage Data to operate, improve and support the Service and for Additional Uses. Sentry will not disclose Usage Data externally, including in benchmarks or reports, unless it has been Aggregated or Anonymized.
• 4.3Security. Sentry uses reasonable technical and organizational measures designed to protect the Service and Service Data as described in the Security Policy.
• 4.4Personal Data. Unless Customer and Sentry have entered into a DPA, Customer will not submit any Personal Data to the Service.
• 4.5Protected Health Information. Sentry makes a BAA available for customers with subscriptions to eligible plans. Unless Customer's then-current subscription is to an eligible plan and has entered into a BAA with Sentry, Customer will not submit any PHI to the Service.
• 4.6Location. Sentry will store Service Data in the region selected by Customer through its configuration of the Service. In addition, Sentry may process Service Data in the United States or in countries where its Affiliates and third-party sub-processors are located.
• 4.7Data Export and Deletion. During the Subscription Term, Customer may export or delete its Service Data from the Service using the export and deletion features described in the Documentation. After the Subscription Term, Sentry will delete Service Data in accordance with its standard schedule and procedures.
• 5Customer Obligations.
• 5.1Generally. Customer is responsible for all Service Data, including its accuracy, and agrees to comply with Laws and the Documentation in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use Service Data with the Service and grant Sentry the rights in Section 4.2 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to Service Data.
• 5.2No Sensitive Personal Information. Customer must not use the Service with Sensitive Personal Information (except as permitted in accordance with Section 4.5 (Protected Health Information). Except as set forth in a BAA, Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Sentry is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, except for PHI submitted in accordance with Section 4.5 (Protected Health Information), Sentry has no liability for Sensitive Personal Information.
• 6Suspension of Service. Sentry may suspend Customer's access to the Service and related services: (i) if Customer breaches Section 2.3 (Restrictions) or Section 5 (Customer Obligations), (ii) if Customer's account is 30 days or more overdue, (iii) if Customer's actions risk harm to other customers or the security, availability or integrity of the Service (including by regularly exceeding any applicable rate limits) or (iv) if Customer fails to comply with the AUP. Where practicable, Sentry will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, Sentry will promptly restore Customer's access to the Service in accordance with this Agreement.
• 7Third-Party Platforms. Certain features or functionality of the Service may require Customer to use Third-Party Platforms. Use of Third-Party Platforms is subject to Customer's agreement with the relevant provider and not this Agreement. Sentry does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Service Data. If Customer enables a Third-Party Platform with the Service, Sentry may access and exchange Service Data with the Third-Party Platform on Customer's behalf.
• 8No Professional Services. Sentry does not provide any professional, consulting, work-for-hire, custom development or similar services of any type.
• 9Commercial Terms.
• 9.1Subscription Term. Unless otherwise set forth on the applicable Order, each Subscription Term will automatically renew for an equivalent period unless either party gives the other party notice of non-renewal before the current Subscription Term ends (with respect to Customer, in accordance with Section 9.5 below).
• 9.2Fees and Taxes. Fees are as described in each Order. Fees are invoiced on the schedule in the Order. Unless the Order provides otherwise, all fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Sentry's then-current rates, regardless of any discounted pricing in a prior Order. Except as expressly otherwise set forth herein, all fees are non-refundable. All Fees are exclusive of any applicable sales or other taxes or similar fees imposed by any government authority. Customer will (a) pay or reimburse all such taxes and fees (including any interest or penalties), if any, due, based on or measured by amounts payable by Customer under this Agreement (excluding taxes based on Sentry's net income) or (b) furnish Sentry with evidence acceptable to the applicable government authority to sustain an exemption therefrom. If Customer is required by Laws to deduct withholding taxes from payments to Sentry, Customer will increase the amount payable to Sentry as necessary so that after making all required deductions and withholdings, Sentry receives and retains (free from any tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.
• 9.3On Demand. If Customer purchases a Service with on-demand usage and exceeds the applicable Scope of Use specified in the Order in a given month, Customer agrees to pay Sentry additional on-demand fees for such excess usage ("On Demand Usage") monthly in arrears at the then-current price for On Demand Usage.
• 9.4Payment via Credit Card. If Customer is purchasing the Service via credit card, debit card or other payment card ("Credit Card"), the following terms apply:
• 9.4.1Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase the Service, Customer hereby authorizes Sentry (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the Service and may include fees for On Demand Usage for the prior month.
• 9.4.2Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges.
• 9.4.3Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Sentry and Sentry may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
• 9.4.4Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information in its account settings.
• 9.4.5Payment of Outstanding Fees. Upon any termination, expiration or cancellation of a Subscription Term, Sentry will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Service during the Subscription Term (including any fees for On Demand Usage), after which Sentry will not charge Customer's Credit Card for any additional fees.
• 9.5Cancellation. If Customer does not want to renew a subscription, Customer must cancel its account(s)/subscription(s) from its account settings. An email or phone request to cancel Customer's account is not considered notice of non-renewal. Any cancellation will take effect only at the end of Customer's then-current Subscription Term, and Customer will continue to owe all fees (including, if applicable, monthly subscription fees and fees for any On Demand Usage) for the duration of the then-current Subscription Term. Notwithstanding the foregoing, Sentry reserves the right, at its sole and absolute discretion, to permit Customer to cancel its subscription immediately without further liability by making a lump-sum payment to Sentry that is equal to the upcoming three (3) months of subscription fees that Customer would otherwise have owed Sentry.
• 9.6Upgrades and Downgrades. If Customer upgrades its plan or Scope of Use, we will immediately bill Customer for the applicable subscription fees. Downgrades will go into effect at the end of Customer's then-current Subscription Term. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Downgrading account(s) may cause the loss of Service Data, features, or capacity of such account(s). We do not accept any liability for such loss.
• 10Disclaimers. The Service, Support and all related Sentry services are provided "AS IS". Sentry and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Unless otherwise expressly stated in this Agreement, Sentry does not warrant that Customer's use of the Service will be uninterrupted or error-free, that Sentry will review Service Data for accuracy or that it will maintain Service Data without loss. Sentry is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Sentry's control or for use of the Service in High Risk Activities. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period. Sentry does not warrant that using the Service will enable Customer to identify all issues or bugs in Customer Applications or that Customer will be able to correct issues or bugs reported by the Service. Sentry makes no warranties regarding the performance of Customer Applications and, as between the parties, Customer is solely responsible for Customer Applications.
• 11Term and Termination.
• 11.1Term. This Agreement starts on the Effective Date and continues until expiration, cancellation or termination of all Subscription Terms.
• 11.2Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
• 11.3Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer's access to the Service will cease. At the disclosing party's request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party's Confidential Information (excluding Service Data, which is addressed in Section 4.7). Service Data and other Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions.
• 11.4Survival. These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), 4.2 (Data Use), 5 (Customer Obligations), 9.2 (Fees and Taxes), 9.3 (On Demand), 9.4 (Payment via Credit Card) 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Terms) and 20 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
• 12Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Sentry's use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Service Data provided to Sentry. Except for Customer's use rights in this Agreement, Sentry and its licensors retain all intellectual property and other rights in the Service and related Sentry technology, templates, formats, machine learning or large language models and dashboards, including any modifications or improvements to these items made by Sentry. If Customer provides Sentry with feedback or suggestions regarding the Service or other Sentry offerings, Sentry may use the feedback or suggestions without restriction or obligation.
• 13Limitations of Liability.
• 13.1Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
• 13.2Liability Cap. Except for Excluded Claims, each party's (and its suppliers') entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Sentry during the prior 12 months under this Agreement.
• 13.3Excluded Claims. "Excluded Claims" means: (a) Customer's breach of Sections 2.3 (Restrictions) or 5 (Customer Obligations), (b) Customer's breach of Section 15 (Confidentiality) or (c) amounts payable to third parties under the indemnifying party's obligations in Section 14 (Indemnification).
• 13.4Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
• 14Indemnification.
• 14.1Indemnification by Customer. Customer will defend Sentry from and against any third-party claim to the extent resulting from Service Data or Customer's breach or alleged breach of Section 5 (Customer Obligations) and will indemnify and hold harmless Sentry against any damages or costs awarded against Sentry (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from the claim.
• 14.2Procedures. The indemnifying party's obligations in this Section 14 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party's prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Sentry is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
• 15Confidentiality.
• 15.1Definition. "Confidential Information" means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Sentry's Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer's Confidential Information includes Service Data.
• 15.2Obligations. As a receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Sentry, the subcontractors referenced in Section 19.9), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.
• 15.3Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party's Confidential Information.
• 15.4Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.
• 16Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Service Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
• 17No-Charge Products. If Customer receives access to the Service or Service features on a no-charge, free or trial basis or as an alpha, beta or early access offering ("No-Charge Products"), use of such No-Charge Products is permitted only during the period designated by Sentry (or if not designated, 30 days). No-Charge Products are optional and either party may terminate No-Charge Products at any time for any reason. No-Charge Products may be inoperable, incomplete or include features that Sentry may never release, and their features and performance information are Sentry's Confidential Information. Notwithstanding anything else in this Agreement, Sentry provides no warranty, indemnity, service levels or Support for No-Charge Products and its liability for No-Charge Products will not exceed US$50.
• 18Publicity. Neither party may publicly announce this Agreement except with the other party's prior consent or as required by Laws. However, Sentry may include Customer and its trademarks in Sentry's customer lists and promotional materials, issue a press release identifying Customer as a Sentry customer, inform other potential customers that Customer is a Sentry customer and identify Customer as a customer in other forms of publicity (including, without limitation, case studies and blog posts), but will cease such use at Customer's written request.
• 19General Terms.
• 19.1Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities (each, a "Change of Control"). If Customer assigns this Agreement in a Change of Control permitted under this Section, Customer will update all necessary details in Customer's account settings. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
• 19.2Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.
• 19.3Attorneys' Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.
• 19.4Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. Either party may update its contact information with notice to the other party. Notices to Sentry must be sent to: Functional Software, Inc. dba Sentry, Attn: Legal Department, 45 Fremont Street, 8th Floor, San Francisco, CA 94105-2250, USA (with a copy by email to legal@sentry.io). Notices to Customer will be sent to the address (if any) set forth in the Order or by email to Customer's email set forth in the Order. Sentry may also send notices to Customer through the Service.
• 19.5Entire Agreement. This Agreement (which includes all Orders, the Policies and, if applicable, the BAA and the DPA) is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
• 19.6Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party's authorized representatives or, as appropriate, agreed through electronic means provided by Sentry. Nonetheless, with notice to Customer, Sentry may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease Sentry's overall obligations during a Subscription Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Sentry; any of these Customer documents are for administrative purposes only and have no legal effect.
• 19.7Waivers and Severability. Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
• 19.8Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, pandemic, riot, Internet or utility failures, refusal of government license or natural disaster.
• 19.9Subcontractors. Sentry may use subcontractors and permit them to exercise Sentry's rights, but Sentry remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
• 19.10Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
• 19.11Export Control. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Service. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, (b) agrees not to access or use the Service in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.
• 19.12Government End-Users. Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.
• 20Definitions "Additional Uses" means any legitimate business purposes such as analytics, benchmarking, reporting and developing new products and services. "Affiliate" means an entity directly or indirectly owned by, controlled by or under common control with a party, where "ownership" means the beneficial ownership of fifty percent (50%) or more of an entity's voting equity securities or other equivalent voting interests and "control" means the power to direct the management or affairs of an entity. "Aggregated or Anonymized" means de-identified or aggregated so that it does not individually identify Customer, its Users or any other person, and Sentry will not identify Customer as the source of such data. "AUP" means the Acceptable Use Policy, the current version of which is at https://sentry.io/legal/aup/. "BAA" means the Business Associate Agreement, if any, separately executed by the parties in connection with this Agreement. "CCPA" means the California Consumer Privacy Act of 2018 (California Civil Code §§1798.100 et seq.); as may be amended, superseded or replaced from time to time. "Customer Application" means Customer's application, website or other offering owned and operated by (or for the benefit of) Customer which Customer uses the Service to monitor. "Documentation" means Sentry's usage guidelines and standard technical documentation for the Service, the current versions of which are at https://docs.sentry.io/ and https://docs.codecov.com/docs, respectively. "DPA" means the Data Protection Addendum, if any, separately executed by the parties in connection with this Agreement. "European Data Protection Legislation" means the data protection and privacy laws and regulations enacted in Europe and applicable to the Personal Data in question, including as applicable: (a) the GDPR; (b) the Federal Data Protection Act of 19 June 1992 (Switzerland); and/or (c) in respect of the United Kingdom, the Data Protection Act 2018 and any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; in each case as may be amended, superseded or replaced from time to time. "GDPR" means European Union Regulation 2016/679, as may be amended, superseded or replaced from time to time. "High Risk Activities" means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control. "Laws" means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data. "Non-Identifying Data" means elements of Service Data that by their nature cannot be used to identify Customer or its Users. For avoidance of doubt, Non-Identifying Data will not include any Personal Data, source code, content or attachments. "Order" has the meaning set forth in the second paragraph of this Agreement. "Personal Data" means personal data or personal information (as those terms are defined by European Data Protection Legislation or the CCPA, as applicable). "PHI" means any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"). "Policies" means the AUP, Privacy Policy, Security Policy or any other Sentry policies referenced in or attached to this Agreement. "Privacy Policy" means the Privacy Policy for the relevant Service, the current versions of which are at https://sentry.io/privacy/ and https://about.codecov.io/privacy/, respectively. "SDK" means a software developer kit or other input tool that enables Customer to submit Service Data regarding a Customer Application to the Service. "Scope of Use" means any monthly usage quota or seat allowance set forth in an Order. "Security Policy" means the Security Policy for the relevant Service, the current versions of which are at https://sentry.io/security/ and https://about.codecov.io/security/, respectively. "Sensitive Personal Information" means any (a) special categories of data enumerated in the GDPR, Article 9(1) or any successor legislation, (b) PHI, (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children's Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver's license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic laws. "Service" means Sentry's proprietary cloud service identified in the relevant Order or otherwise provided to Customer, as modified from time to time. The Service includes the Documentation but does not include SDKs or Third-Party Platforms. "Service Data" means data collected from a Customer Application that is reported to the Service, such as the occurrence of a software exception or bug, software test coverage metrics, telemetry that captures how a user interacts with a Customer Application, software performance metrics or system resource usage (including any associated context, metadata, files or attachments) or any other data, content or materials that Customer (including its Users) submits to the Service, including from Third-Party Platforms. "Subscription Term" means the term for Customer's use of the Service as identified in an Order. "Support" means technical support for the Service. "Third-Party Platform" means any platform, add-on, service or product not provided by Sentry that Customer elects to integrate or enable for use with the Service. "Usage Data" means technical logs, data and other learnings about Customer's and its Users' configuration and use of the Service, such as monthly quota information and frameworks in use. "User" means any employee or contractor of Customer or its Affiliates that Customer allows to use the Service on its behalf.
• 21Purchase from Reseller. If Customer obtained the Service through an authorized reseller of Sentry ("Reseller"), the following terms are applicable and will prevail in event of any conflict with any other provisions of this Agreement:
• 21.1This Agreement is between Sentry and Customer and governs all access and use of the Service by Customer. Resellers are not authorized to modify this Agreement or make any promises or commitments on Sentry's behalf, and Sentry is not bound by any obligations to Customer other than as set forth in this Agreement. Sentry is not party to (or responsible under) any separate agreement between Customer and Reseller and is not responsible for the Reseller's acts, omissions, products or services.
• 21.2Customer's order details (e.g., Scope of Use and fees) will be as stated in the Order placed by Reseller with Sentry on Customer's behalf. The Reseller is responsible for the accuracy of such Order.
• 21.3The amount paid by Customer to the Reseller will be deemed the amount paid or payable by Customer to Sentry under this Agreement for purposes of Section 13 (Limitations of Liability).
• 21.4Instead of paying Sentry, Customer will pay the applicable amounts to the Reseller, as agreed between Customer and the Reseller. If the Reseller fails to pay Sentry the applicable fees for Customer's use of the Service, Sentry reserves the right to terminate the applicable Subscription Term for such Service and all related rights granted hereunder.
• 21.5In the event Customer is entitled to a refund under this Agreement, Customer must request such refund through the Reseller. Any request sent directly to Sentry may be redirected to the Reseller. Sentry will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding such fees to Customer, unless otherwise specified by Sentry. Sentry will have no further liability to Customer in the event the Reseller fails to refund such fees to Customer.

·Data Processing Addendum

·Version

5.1.05.1.0 (Latest version - May 29, 2024) 5.0.0 (December 29, 2022) 4.0.0 (September 21, 2022) 3.0.0 (September 27, 2021) 2.0.0 (September 1, 2020) 1.0.0 (March 7, 2018) of This Agreement was created on May 29, 2024 .

·Follow our instructions to enter into our DPA. Read what has changed

·This Data Processing Addendum (this "DPA") is entered into by and between Functional Software, Inc. d/b/a Sentry ("Sentry", "we", or "us") and the party that electronically accepts or otherwise agrees or opts-in to this DPA ("Customer", or "you"). This DPA is effective as of the date electronically agreed and accepted by you.

·You have entered into one or more agreements with us (each, as amended from time to time, an "Agreement") governing the provision of our real-time error tracking, crash reporting, application monitoring, visibility and software test coverage reporting services more fully described at https://sentry.io and https://about.codecov.io (as applicable, the "Service"). This DPA will amend the terms of the Agreement to reflect the parties' rights and responsibilities with respect to the processing and security of Customer Data (as defined below) under the Agreement. If you are accepting this DPA in your capacity as an employee, consultant or agent of Customer, you represent that you are an employee, consultant or agent of Customer, and that you have the authority to bind Customer to this DPA.

·Any capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.

• 1The following definitions apply to this DPA: "CCPA" means the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and any binding regulations promulgated thereunder. "Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of processing of Personal Data. "Customer Data" means data you submit to, store on or send to us via the Service. "Data Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, Personal Data on systems that are managed and controlled by Sentry. Data Incidents will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including, without limitation, pings, port scans, denial of service attacks, network attacks on firewall or networked systems or unsuccessful login attempts. "Data Privacy Framework" means (as applicable) the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework and the UK Extension to the EU-U.S. Data Privacy Framework self-certification programs operated by the U.S. Department of Commerce, and their respective successors. "Data Privacy Framework Principles" means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework, as may be amended, superseded or replaced. "data subject" means the identified or identifiable natural person to whom Personal Data relates. "Europe" means, for the purposes of this DPA, the member states of the European Economic Area, Switzerland, and the United Kingdom. "European Data Protection Legislation" means the data protection and privacy laws and regulations enacted in Europe and applicable to the Personal Data in question, including as applicable: (i) the GDPR; (ii) the Swiss Federal Act on Data Protection of 2020 and its Ordinance ("Swiss FADP"); and (iii) in respect of the United Kingdom, the GDPR as it forms part of UK law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR") and the Data Protection Act 2018; in each case as may be amended, superseded or replaced from time to time. "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. "Notification Email Address" means the email address that you designate to receive notifications when you create an account to use the Service. You agree that you are solely responsible for ensuring that your Notification Email Address is current and valid at all times. "Personal Data" means information about an identified or identifiable natural person or which otherwise constitutes "personal data", "personal information", "personally identifiable information" or similar terms as defined in Privacy Laws that is contained within Customer Data. "Privacy Laws" means: (i) European Data Protection Legislation and (ii) U.S. Data Protection Legislation. "processing" (and "process") means any operation or set of operations that is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. "Processor" means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller. "Standard Contractual Clauses" or "SCCs" means the standard contractual clauses as approved by the European Commission pursuant to its decision 2021/914 of 4 June 2021. "Subprocessor" means a third party that we use to process Customer Data in order to provide parts of the Service and/or related technical support. For the avoidance of doubt, the term Subprocessor may include Sentry affiliates or other third parties but does not include Sentry employees or contractors. "Term" means the term of the Agreement. "UK Addendum" means the International Data Transfer Addendum (version B1.0) issued by the Information Commissioner's Office under s.119(A) of the UK Data Protection Act 2018, as may be amended, superseded or replaced from time to time. "U.S. Data Protection Legislation" means the data protection and privacy laws and regulations enacted in the United States and applicable to the Personal Data in question, including as applicable the CCPA, as may be amended, superseded or replaced from time to time.

·Definitions.

·Data Processing.

·Roles and Regulatory Compliance; Authorization.

• 2.1.1Scope of this DPA. This DPA applies where and only to the extent Sentry processes Personal Data as a Processor for the purposes of Privacy Laws.
• 2.1.2Roles and Responsibilities. The parties acknowledge and agree that: (i) Sentry will process the Personal Data as described in Schedule 1; (ii) Sentry is a Processor of Personal Data and Customer is the Controller (or a Processor acting on behalf of a third-party Controller); and (iii) each of us will comply with our obligations under Privacy Laws with respect to the processing of Personal Data.
• 2.1.3Authorization by Third Party Controller. If you are a Processor of Personal Data acting on behalf of a third-party Controller: (i) you warrant to us that your instructions and actions with respect to that Personal Data, including your appointment of Sentry as another Processor, have been authorized by the relevant Controller; and (ii) you will serve as our sole point of contact and where we would otherwise be required (including for the purposes of the Standard Contractual Clauses) to provide information, assistance or cooperation to or seek authorization from any such third-party Controllers, we may provide such information, assistance or cooperation to or seek such authorization from you.

·Customer responsibilities.

• 2.2.1Customer Authorization. Sentry shall process Personal Data in accordance with Customer's documented lawful instructions. By entering into this DPA, you hereby authorize and instruct us to process Personal Data: (i) to provide the Service, and related technical support; (ii) as otherwise permitted or required by your use of the Service or your requests for technical support; (iii) as otherwise permitted or required by the Agreement, including this DPA; and (iv) as further documented in any other written instructions that are agreed by the parties. We will not process Personal Data for any other purpose, unless required to do so by applicable law or regulation. The parties agree that the Agreement (including this DPA), and your use of the Service in accordance with the Agreement, set out your complete and final processing instructions and any processing outside the scope of these instructions (if any) shall require prior written agreement between the parties. Customer shall ensure its instructions are lawful and that the processing of Personal Data in accordance with such instructions will not violate Privacy Laws. Notwithstanding the foregoing, if you are a Processor of Personal Data acting on behalf of a third-party Controller then where legally required we are entitled to follow the instructions of such third-party Controller with respect to their Personal Data.
• 2.2.2Prohibition on Sensitive Data. You will not submit, store, or send any sensitive personal information or special categories of personal data (collectively, "Sensitive Data") to us for processing, and you will not permit nor authorize any of your employees, agents, contractors or data subjects to submit, store or send any Sensitive Data to us for processing. You acknowledge that we do not request or require Sensitive Data as part of providing the Service to you, that we do not wish to receive or store Sensitive Data, and that our obligations in this DPA will not apply with respect to Sensitive Data. The terms "sensitive personal information" and "special categories of personal data" have the meanings given in Privacy Laws.

·Deletion.

• 3.1We will enable you to delete Personal Data during the Term in a manner that is consistent with the functionality of the Service. If you use the Service to delete any Personal Data in a manner that would prevent you from recovering Personal Data at a future time, you agree that this will constitute an instruction to us to delete Personal Data from our systems in accordance with our standard processes and applicable law. We will comply with this instruction as soon as reasonably practicable, but in all events in accordance with applicable law.

·Deletion During Term.

• 3.2When the Term expires, we will destroy any Personal Data in our possession or control. This requirement will not apply to the extent that we are required by applicable law to retain some or all of the Personal Data, in which event we will isolate and protect the Personal Data from further processing and delete in accordance with Sentry's deletion practices, except to the extent required by law. You acknowledge that you will be responsible for exporting, before the Term expires, any Personal Data you want to retain after the Term expires.

·Deletion When Term Expires.

·Data Security.

• 4.1We will implement and maintain appropriate technical and organizational measures to protect Personal Data against Data Incidents and to preserve the security and confidentiality of Personal Data, as described in Schedule 2 (collectively, the "Security Measures"). Sentry shall ensure that any person who is authorized by Sentry to process Personal Data shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty). Customer acknowledges that Security Measures are subject to technical progress and development and that accordingly we may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Service.

·Security Measures.

• 4.2Upon becoming aware of a Data Incident, we will notify you promptly and without undue delay, and will take reasonable steps to minimize harm and secure Personal Data. Any notifications that we send you pursuant to this Section 4.2 will be sent to your Notification Email Address and will describe, to the extent possible and known to Sentry, the details of the Data Incident, the steps we have taken to mitigate the potential risks, and any suggestions we have for you to minimize the impact of the Data Incident. We will not assess the contents of any Personal Data in order to identify information that may be subject to specific legal requirements. You are solely responsible for complying with any incident notification laws that may apply to you, and to fulfilling any third-party notification obligations related to any Data Incident. Our notification of or response to a Data Incident under this Section will not constitute an acknowledgement of fault or liability with respect to the Data Incident.

·Data Incidents.

• 4.3You agree that, without prejudice to our obligations under Sections 4.1 or 4.2 above, you are solely responsible for your use of the Service, including making appropriate use of the Service to ensure a level of security appropriate to the risk in relation to Customer Data, securing any account authentication credentials, systems and devices you use to access the Service, and backing up your Customer Data. You understand and agree that we have no obligation to protect Customer Data that you elect to store or transfer outside of our or our Subprocessors' systems (e.g., offline or on-premise storage). You are solely responsible for evaluating whether the Service and our commitments under this Section 4 meet your needs, including with respect to your compliance with any of your security obligations under Privacy Laws, as applicable.

·Your Security Responsibilities.

·Audit Rights.

• 4.4.1Audit Reports. You acknowledge that Sentry is regularly audited against various information security standards by independent third-party auditors and internal auditors, respectively. Upon request, we shall supply (on a confidential basis) a summary copy of our audit reports, so that you can verify our compliance with the audit standards against which it has been assessed, and this DPA. Further, we will provide written responses (on a confidential basis) to all reasonable requests for information necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year.
• 4.4.2Independent Audits. While it is the parties' intention to rely ordinarily on the provision of the above audit reports to verify our compliance with this DPA, we will allow an internationally-recognized independent auditor that you select to conduct audits to verify our compliance with our obligations under this DPA. You must send any requests for audits under this Section 4.4.2 to legal@sentry.io. Following our receipt of your request, the parties will discuss and agree in advance on the reasonable start date, scope, duration and security and confidentiality controls applicable to the audit. You will be responsible for any costs associated with the audit. You agree not to exercise your audit rights under this Section 4.4.2 more than once in any twelve (12) calendar month period, except (i) if and when required by a competent data protection authority; or (ii) an audit is necessary due to a Data Incident. You agree that (to the extent applicable), you shall exercise any audit rights under Privacy Laws and the Standard Contractual Clauses by instructing us to comply with the measures described in this Section 4.4.

·Data Subject Rights; Data Export.

• 5.1You acknowledge that the Service may, depending on the functionality of the Service, enable you to: (i) access the Customer Data; (ii) rectify inaccurate Customer Data; (iii) restrict the processing of Customer Data; (iv) delete Customer Data; and (v) export Customer Data.

·Access; Rectification; Restricted Processing; Portability.

• 5.2To the extent that you cannot access the relevant Personal Data within the Service, we will provide you, at your expense, with all reasonable and timely assistance to enable you to respond to: (i) requests from data subjects who wish to exercise any of their rights under applicable Privacy Laws; and (ii) any other correspondence, enquiry or complaint received from a data subject, government authority or other third party in connection with the processing of the Customer Data. In the event that any such request, correspondence, enquiry or complaint is made directly to us, we will promptly inform you of it, and provide you with as much detail as reasonably possible.

·Cooperation; Data Subjects' Rights.

·Data Transfers.

• 6.1You agree that we may, subject to Section 6.2, store and process Customer Data in the United States and any other country in which we or our Subprocessors maintain data processing operations. Sentry shall ensure that such transfers are made in compliance with applicable Privacy Laws and this DPA.

·Data Storage and Processing Facilities.

• 6.2If the storage and processing of Personal Data as described in Section 6.1 involves a transfer of Personal Data that is subject to European Data Protection Legislation ("European Personal Data") to Sentry outside of Europe, then Sentry will comply with Schedule 3 (Cross-Border Transfer Mechanisms).

·Transfers of Data out of Europe.

·Subprocessors.

• 7.1You authorize us to engage third parties as Subprocessors. Whenever we engage a Subprocessor, we will enter into a contract with that Subprocessor which imposes data protection terms that require the Subprocessor to protect Personal Data to an equivalent standard required under this DPA, and we shall remain responsible for the Subprocessor's compliance with the obligations of this DPA and for any acts or omissions of the Subprocessor that cause us to breach any of our obligations under this DPA.

·Consent to Engagement.

• 7.2A list of our current Subprocessors is available at https://sentry.io/legal/subprocessors/ or such other website as Sentry may designate ("Subprocessor Page"). We may update the Subprocessor Page from time to time to reflect any changes in Subprocessors. We will provide thirty (30) days' prior written notice to you via email or other means specified on the Subprocessor Page. During this period you will have the opportunity to object as described in Section 7.3 below.

·List of Subprocessors.

• 7.3You have the right to object to the appointment or replacement of a Subprocessor prior to its appointment or replacement on reasonable grounds that the Subprocessor does not or cannot comply with the requirements set forth in this DPA (each, an "Objection"). If we do not remedy or provide a reasonable workaround for your Objection within a reasonable time, you may, as your sole remedy and our sole liability for your Objection, terminate the Agreement for your convenience, and without further liability to either party.

·Objections; Sole Remedy.

• 7.4You agree that by complying with this Section 7, we fulfil our obligations under Clause 9(a) and (b) of the Standard Contractual Clauses. You further acknowledge that, for the purposes of Clause 9(c) of the Standard Contractual Clauses, we may be restricted from disclosing Subprocessor agreements to you (or the relevant third-party Controller) due to confidentiality restrictions. Notwithstanding this, we shall use reasonable efforts to require Subprocessors to permit us to disclose Subprocessor agreements to you and, in any event, will provide (upon request and on a confidential basis) all information we reasonably can in connection with such Subprocessor agreement.

·Disclosure of Subprocessor agreements.

• 8We will provide you with reasonable and timely assistance as you may require in order to conduct a data protection impact or similar risk assessment related to your use of the Service and, if required by Privacy Laws, consult with the relevant government authority.

·Data Protection Impact Assessment.

• 9The terms specified in Schedule 4 with respect to the listed jurisdictions will apply in addition to the terms of this DPA.

·Jurisdiction Specific Terms.

• 10With the exception of the third-party beneficiary rights granted (where applicable) under the Standard Contractual Clauses, there are no third-party beneficiaries to this DPA. Except as expressly provided herein, nothing in this DPA will be deemed to waive or modify any of the provisions of the Agreement, which otherwise remains in full force and effect. Specifically, nothing in this DPA will affect any of the terms of the Agreement relating to Sentry's limitations of liability, which will remain in full force and effect. Notwithstanding the foregoing, in no event shall either party exclude or limit its liability with respect to any data subject's rights under European Data Protection Legislation or the Standard Contractual Clauses. If you have entered into more than one Agreement with us, this DPA will amend each of the Agreements separately. In the event of a conflict or inconsistency between the terms of this DPA and the terms of the Agreement, the terms of this DPA will control. This DPA amends and supersedes any prior data processing addendum or similar agreement regarding its subject matter.

·Miscellaneous.

• 11Notwithstanding anything to the contrary in the Agreement (including this DPA), in the event of a change in Privacy Laws or a determination or order by a government authority or competent court affecting this DPA or the lawfulness of any processing activities under this DPA, we reserve the right to make any amendments to this DPA as are reasonably necessary to ensure continued compliance with Privacy Laws or compliance with any such orders.

·Change in Privacy Laws.

Schedule 1Schedule 1

·Unless otherwise specified below, this schedule applies to both the Service further described at https://sentry.io (the "Sentry Service") and https://about.codecov.io (the "Codecov Service").

·List of Parties

·Data exporter(s):

·Name: Customer (as defined in the DPA)

·Address: Customer's address as provided by Customer in the Service

·Contact person's name, position and contact details: Customer's contact details as provided by Customer in the Service

·Role (controller/processor): Controller/processor

·Data importer(s):

·Name: Functional Software, Inc. d/b/a Sentry

·Address: 45 Fremont Street, 8th Floor, San Francisco, CA 94105

·Contact person's name, position and contact details: Virginia Badenhope, General Counsel, legal@sentry.io Role (controller/processor): Processor

·Data Processing Description

·Subject Matter: Sentry's provision of the Service to Customer, and related technical support.

·Purpose of the Processing: Sentry will process personal data submitted to, stored on, or sent via the Service for the purpose of providing the Service and related technical support in accordance with this DPA.

·Sentry Service

·Categories of Data Subjects: Data subjects who interact with the software, system or application that Customer has chosen to monitor using the Service, which may include Customer's users and customers, as determined by Customer in the configuration of the Service.

·Categories of Personal Data: Personal data that is submitted to the Service by Customer, which may include IP address, email address and other types of identifiable data configured by Customer, subject to the restrictions in this DPA.

·Codecov Service

·Categories of Data Subjects: Data subjects who contribute code to or are otherwise project members of Customer's code repository that Customer has integrated with the Service, which may include Customer's employees and contractors.

·Categories of Personal Data: Code repository username, email address (if made publicly available by the data subject in the code repository) and code repository ID from the code repository that Customer has chosen to integrate with the Service.

·Sensitive Data: Customer determines and controls the personal data transferred to Sentry and is solely responsible for ensuring the legality of the categories of data it may choose to transfer to Sentry. This DPA includes an express prohibition on the transfer of special categories of personal data to Sentry. Frequency of the Transfer: Continuous

·Nature of the Processing: Sentry will perform the following basic processing activities: processing to provide the Service in accordance with the Agreement; processing to perform any steps necessary for the performance of the Agreement; and processing to comply with other reasonable instructions provided by Customer (e.g. via email) that are consistent with the terms of the Agreement.

·Period for which the personal data will be retained: Throughout the Term of the Agreement plus the period from expiry of the Term until deletion of Personal Data by Sentry in accordance with the Agreement.

·Competent Supervisory Authority

·The Irish Data Protection Commissioner.

Schedule 2Schedule 2

·Security Measures

·This Schedule 2 describes Security Measures, as applicable to each of the Service further described at https://sentry.io (the "Sentry Service") and https://about.codecov.io (the "Codecov Service").

·Sentry Service

·Security Measures for the Sentry Service include the technical and organizational measures set forth below and in the current version of the Sentry Service Security Policy available at https://sentry.io/security/.

·Codecov Service

·Security Measures for the Codecov Service include the technical and organizational measures set forth below and in the current version of the Codecov Service Security Policy available at https://about.codecov.io/security/.

Schedule 3Schedule 3

·Cross-Border Transfer Mechanisms

• 1Data Privacy Framework. Sentry complies with the Data Privacy Framework in relation to transfers of Personal Data from Europe to the United States. The parties agree that Sentry will use the Data Privacy Framework to lawfully receive European Personal Data in the United States and Sentry will ensure that we provide at least the same level of protection to such data as is required by the Data Privacy Framework Principles. Sentry will notify Customer if we make a determination that we can no longer comply with our obligations under the Data Privacy Framework.
• 2Standard Contractual Clauses. In the event that the Data Privacy Framework is invalidated, or the Data Privacy Framework does not otherwise apply to the transfer of European Personal Data from Customer to Sentry, then the parties agree to be subject to, abide by, and process such European Personal Data in compliance with the SCCs as follows:
• 2.1EEA Transfers. If the GDPR applies to the European Personal Data: (i) Module 2 (Controller to Processor) applies where Customer is a Controller of European Personal Data and Sentry is a Processor of European Personal Data; (ii) Module 3 (Processor to Processor) applies where Customer is a Processor of European Personal Data (on behalf of a third-party Controller) and Sentry is a Processor of European Personal Data; (iii) Customer is the "data exporter" and Sentry is the "data importer"; (iv) by entering into this DPA, each party is deemed to have signed the SCCs (including their Annexes) as of the effective date of this DPA; and (v) for each Module, where applicable, the following applies: (a) the optional docking clause in Clause 7 applies; (b) in Clause 9, option 2 will apply, the minimum time period for prior notice of Subprocessor changes shall be as set out in Section 7.2 (List of Subprocessors) of this DPA and Sentry shall fulfill its notification obligations by notifying Customer of any Subprocessor changes in accordance with Section 7.2 (List of Subprocessors) of this DPA; (c) in Clause 11, the optional language does not apply; (d) in Clause 13, all square brackets are removed with the text remaining; (e) in Clause 17, Option 1 will apply, and the SCCs will be governed by the laws of the Republic of Ireland; (f) in Clause 18(b), disputes will be resolved before the courts of the Republic of Ireland; and (g) Schedules 1 and 2 and Section 7.2 (List of Subprocessors) of this DPA contain the information required in Annex 1 and 2 of the SCCs.
• 2.2UK Transfers. If the UK GDPR applies to the European Personal Data, the SCCs as incorporated under Section 2.1 (EEA Transfers) of this Schedule 3 shall apply with the following modifications: (i) the SCCs shall be amended as specified by the UK Addendum, which shall be incorporated by reference; (ii) Tables 1 to 3 in Part 1 of the UK Addendum shall be populated with the information from Schedules 1 and 2 and Section 7.2 (List of Subprocessors) of this DPA; (iii) Table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting "importer"; and (iv) any conflict between the SCCs and the UK Addendum shall be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
• 2.3Swiss Transfers. If the Swiss FADP applies to the European Personal Data, the SCCs as incorporated under Section 2.1 (EEA Transfers) of this Schedule 3 shall apply with the following modifications: (i) references to "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss FADP; (ii) references to "EU," "Union," and "Member State" shall be replaced with "Switzerland"; (iii) references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the "Swiss Federal Data Protection and Information Commissioner" and the "competent Swiss courts"; and (iv) the SCCs shall be governed by the laws of Switzerland and disputes shall be resolved before the competent Swiss courts.
• 2.4Additional Provisions. Where this Section 2 applies, it is not the intention of either party to contradict or restrict any of the provisions set forth in the SCCs and, accordingly, if and to the extent the SCCs conflict with any provision of the Agreement (including this DPA), the SCCs shall prevail to the extent of such conflict. In particular, nothing in this DPA shall exclude the rights of third-party beneficiaries granted under the SCCs. You agree that in the event we cannot ensure compliance with the SCCs, we will inform you promptly and you will provide us with a reasonable period of time to cure any non-compliance. You will reasonably cooperate with us to agree what additional safeguards or measures, if any, may be reasonably required to cure the non-compliance and will only be entitled to suspend the transfer of European Personal Data and/or terminate the affected parts of the Service if we have not or cannot cure the non-compliance before the end of the cure period.
• 3Alternative Transfer Solution. With respect to European Personal Data, you agree that if we adopt an alternative data transfer mechanism (including any new version of, or successor to, the SCCs or Data Privacy Framework adopted pursuant to applicable European Data Protection Legislation) for European Personal Data not described in this DPA ("Alternative Transfer Solution"), the Alternative Transfer Solution shall apply instead of the transfer mechanisms described in this DPA (but only to the extent such Alternative Transfer Solution complies with applicable European Data Protection Legislation and extends to the territories to which European Personal Data is transferred), and if we request that you take any action (including, without limitation, execution of documents) reasonably required to give full effect to that solution, you will promptly do so.

Schedule 4Schedule 4

·Jurisdiction Specific Terms

• 1Europe
• 1.1Additional Information. You acknowledge that Sentry is required under European Data Protection Legislation (i) to collect and maintain records of certain information, including, among other things, the name and contact detail of each Processor and/or Controller on whose behalf we are acting and, where applicable, of such Processor's or Controller's local representative and data protection officer; and (ii) to make such information available to the supervisory authorities. Accordingly, if European Data Protection Legislation applies to the processing of Personal Data, you will, when requested, provide this additional information to us, and ensure that the information is kept accurate and up-to-date.
• 2California
• 2.1Definitions. For purposes of Section 2 (California) of this Schedule 4:
• 2.1.1"business purpose", "commercial purpose", "personal information", "sell", "service provider" and "share" have the meanings given in the CCPA.
• 2.1.2The definition of "Data Subject" includes "consumer" as defined under the CCPA.
• 2.1.3The definition of "Controller" includes "business" as defined under the CCPA.
• 2.1.4The definition of "Processor" includes "service provider" as defined under the CCPA.
• 2.2Obligations.
• 2.2.1Customer is providing the Personal Data to Sentry under the Agreement for the limited and specific business purposes of providing the Service as described in Schedule 1 to this DPA and otherwise performing under the Agreement.
• 2.2.2Sentry will comply with its applicable obligations under the CCPA and provide the same level of privacy protection to Personal Data as is required by the CCPA.
• 2.2.3Sentry acknowledges that Customer has the right to: (i) take reasonable and appropriate steps under Section 4.4 (Audit Rights) of this DPA to help to ensure that Sentry's use of Personal Data is consistent with Customer's obligations under the CCPA, (ii) receive from Sentry notice and assistance under Section 5.2 (Cooperation; Data Subjects' Rights) of this DPA regarding consumers' requests to exercise rights under the CCPA and (iii) upon notice, take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.
• 2.2.4Sentry will notify Customer promptly after it makes a determination that it can no longer meet its obligations under the CCPA.
• 2.2.5Sentry will not retain, use or disclose Personal Data: (i) for any purpose, including a commercial purpose, other than the business purposes described in Section 2.2.1 of this Section 2 (California) of Schedule 4 or (ii) outside of the direct business relationship between Sentry with Customer, except, in either case, where and to the extent permitted by the CCPA.
• 2.2.6Sentry will not sell or share Personal Data received under the Agreement.
• 2.2.7Sentry will not combine Personal Data with other personal information except to the extent a service provider is permitted to do so by the CCPA.