Legal · Unindexed

Private Client Agreement

Sentinel CPO LLC  ·  Effective Date: January 1, 2026  ·  Last Updated: May 29, 2026 (Rev. 4)

This Private Client Agreement ("Agreement") supplements and is incorporated into the Sentinel CPO Terms of Service. By checking the acknowledgment box at checkout, the Client explicitly accepts all terms herein. This Agreement is binding at the moment of electronic consent — no physical signature is required.

1. Pilot & Hardware Provisioning

1.1 The 30-Day Calibration Pilot. Entry into the Sentinel CPO service begins with a 30-Day Calibration Pilot at a one-time fee of $2,500.00 USD. This fee covers biometric hardware deployment, logistics, and the first 30 days of AI telemetry, behavioral synthesis, and acoustic journaling. The $2,500 fee is charged in full at the time of checkout.

The Licensee acknowledges that the 30-day pilot represents the system's baseline calibration period. Biometric signal depth sufficient for high-fidelity output requires approximately 3–4 weeks of continuous telemetry. The Calibration Pilot is structured to deliver an initial Optimization Matrix by Day 30.

Automatic Graduation to Phase 1. On Day 31 following the Licensee's checkout date, the Service automatically graduates to Phase 1 Foundation at $995.00 USD per month, billed monthly to the payment method provided at checkout. Monthly billing proceeds without interruption until the Licensee affirmatively pauses via the Software portal. The Licensee is solely responsible for initiating a pause; Sentinel CPO LLC does not issue refunds for billing cycles incurred prior to pausing, regardless of whether the Licensee actively used the Service during that period.

The Licensee will receive a reminder notification 5 days prior to Phase 1 graduation. To pause before Day 31, the Licensee may use the "Pause CPO" control in their client portal at any time.

1.2 Hardware Deployment. Upon checkout, Sentinel CPO LLC shall deploy biometric hardware (an Oura Ring biometric monitoring device) to the Licensee at the Company's expense, to facilitate autonomic data ingestion as required for the Service's core functionality. This hardware constitutes a required operational node of the Software. The Service cannot function as designed without an active, connected biometric device. The Licensee is responsible for maintaining the device in working condition throughout the active service period.

1.3 Pause & Continuity. The Licensee may pause Phase 1 billing at any time via the Software portal. Pausing takes effect at the end of the current billing period; the Licensee retains full access until that date. There is no early termination fee for pausing Phase 1. The $2,500 Calibration Pilot fee is non-refundable in all circumstances once the checkout is completed and hardware deployment has been initiated.

1.4 Zero-Refund Policy. The $2,500 pilot fee and all monthly Phase 1 fees are strictly non-refundable upon clearance of funds. No prorated refunds or credits will be issued for any partial period of service, regardless of the date of pause within a billing cycle, the Licensee's usage level, or the outcome of any payment dispute. Applicable sales tax is calculated and collected at checkout based on the Licensee's billing address in accordance with applicable law; tax amounts are non-refundable under the same policy. The Licensee acknowledges this as a material term explicitly accepted at the time of electronic checkout consent.

2. Autonomous AI Acknowledgment

The Licensee explicitly acknowledges and agrees to the following:

Sentinel CPO LLC assumes zero liability for any business losses, corporate restructuring consequences, relational friction, reputational outcomes, or physiological results arising from the Licensee's independent execution of, or reliance upon, any AI-generated strategy, prompt, or recommendation produced by the Service.

The Licensee accepts sole and complete responsibility for all decisions made in connection with or inspired by any output of the Autonomous Sentinel.

AI Output Accuracy — Hallucinations and Errors

USE AT OWN RISK. Artificial intelligence systems, including the Autonomous Sentinel, can and do generate outputs that are inaccurate, incomplete, misleading, or entirely fabricated — a phenomenon commonly known as AI hallucination. The Licensee explicitly acknowledges this risk and agrees that all AI-generated content — including daily prompts, behavioral recommendations, performance analyses, and Sunday Briefings — must be independently evaluated before acting upon them.

3. Medical Decoupling

The Software is not a medical device, and Sentinel CPO LLC makes no representation that it functions as one.

The Licensee expressly acknowledges the above limitations and agrees that no outputs from the Service should be interpreted as medical guidance of any kind.

4. Explicit Consent for Telemetry Ingestion

By utilizing the Software, the Licensee affirmatively and explicitly consents to the following:

The Licensee acknowledges that this telemetry ingestion is a core, non-optional feature of the Service. The Service cannot function as designed without it.

To the maximum extent permitted by applicable law, the Licensee waives any claims against Sentinel CPO LLC and its affiliates under the Biometric Information Privacy Act (BIPA), the California Privacy Rights Act (CPRA), the Illinois Biometric Information Privacy Act, and any substantially equivalent biometric data protection statute globally, to the extent such claims relate to the Licensee's knowing and voluntary provision of biometric and acoustic data to the Service as described herein.

This waiver applies only to the Licensee's voluntary use of the Service's biometric features and does not constitute a waiver of any rights unrelated to the Service. The Licensee's complete data rights are governed by the Biometric Privacy Policy and the Ephemeral Data Architecture policy.

5. Ephemeral Liquidation

Sentinel CPO LLC operates on a strict Ephemeral Data Lifecycle. This is not a marketing claim — it is a technical and legal commitment embedded in the architecture of the Service.

Upon the termination or cancellation of this license — whether at the natural conclusion of a completed 12-month term, through voluntary early termination by the Licensee, or through termination by Sentinel CPO LLC — the following will occur:

The Licensee acknowledges that this purge is irreversible. Following the 30-day liquidation window, no data recovery, export, or legal discovery of platform-held data will be technically possible. The Licensee is solely responsible for retaining any AI-generated outputs, briefings, or records they wish to preserve prior to the effective termination date.

The complete technical architecture of the Ephemeral Data Lifecycle is documented in the Ephemeral Data Architecture policy.

6. Technical Failures and Third-Party Dependencies

The Service integrates with third-party hardware and software platforms — including biometric monitoring hardware, third-party APIs, cloud infrastructure providers, AI model providers, and transcription services — to deliver its functionality. The Licensee acknowledges and agrees to the following:

Sentinel CPO LLC will make commercially reasonable efforts to restore service following any technical failure within its direct control. Where a failure is attributable to a third-party dependency, restoration is subject to that third party's response timeline.

7. Electronic Consent — Legal Effect

The Licensee acknowledges that checking the acknowledgment checkbox at checkout constitutes a legally binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and applicable state electronic signature laws.

Sentinel CPO LLC records the timestamp, date, and IP address of each checkbox consent event. This record constitutes the Licensee's binding acceptance of this Agreement and all incorporated policies.

Authority to Bind. The individual completing checkout and accepting this Agreement represents and warrants that they have full legal authority to enter into this Agreement on behalf of themselves and, where applicable, the business entity they represent. If the Licensee is acting on behalf of a company or organization, that entity is jointly bound by this Agreement. Sentinel CPO LLC assumes no duty to verify such authority independently.

By proceeding to payment, the Licensee confirms they have read, understood, and agree to be legally bound by this Private Client Agreement in its entirety.

8. Phase Progression Framework

The Sentinel CPO service operates across multiple phases of intelligence. Each phase upgrade is a voluntary, independent licensing decision by the Licensee. The governing terms of all phase upgrades — including Phase 2 Deployment and Phase 3 Sovereign — are detailed in the Phase Upgrade Agreement, which supplements this ELA.

The three phases of the Sentinel system are:

Upon the conclusion of any phase term, the Licensee may elect to upgrade to the next phase, continue the current phase month-to-month, or cancel. Failure to elect does not automatically terminate the license — monthly billing continues until affirmative action. Data remains subject to the Ephemeral Liquidation protocol upon eventual termination.

9. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Connecticut, without regard to conflict of law principles.

Binding Arbitration. Any dispute, claim, or controversy arising from or relating to this Agreement, the Software, or the Service shall be resolved exclusively through confidential, binding arbitration conducted in the State of Connecticut under rules mutually agreed upon by the parties or, failing agreement, under the JAMS Streamlined Arbitration Rules. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. The Licensee explicitly and irrevocably waives any right to initiate, join, or participate in any class-action lawsuit, class-wide arbitration, or representative proceeding against Sentinel CPO LLC or its affiliates, officers, or agents. All claims must be brought on an individual basis only.

10. Non-Assignment

This license is personal to the Licensee and is non-transferable. The Licensee may not assign, sublicense, delegate, transfer, or otherwise convey this Agreement or any rights hereunder — in whole or in part — to any third party, including a successor company, affiliate, employee, or any other individual or entity, without the prior written consent of Sentinel CPO LLC, which may be withheld in Sentinel CPO LLC's sole discretion.

Any purported assignment or transfer without such consent is null and void. Sentinel CPO LLC may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11. General Provisions

Severability. If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement shall continue in full force and effect.

Entire Agreement. This Agreement, together with the Sentinel CPO Terms of Service, Biometric Privacy Policy, Ephemeral Data Architecture policy, and any applicable Phase Upgrade Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous representations, understandings, negotiations, or agreements — whether written or oral — relating to the same.

Modifications. Sentinel CPO LLC reserves the right to update or modify this Agreement at any time. Material changes will be communicated to active Licensees via the email address on file at least 14 days prior to the effective date of such changes. Continued use of the Service following the effective date of any modification constitutes acceptance of the revised Agreement. If the Licensee does not agree to a modification, their sole remedy is to cancel the license prior to the effective date.

Waiver. Sentinel CPO LLC's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of Sentinel CPO LLC.

12. Output Ownership & Intellectual Property

Sentinel CPO LLC retains sole and exclusive ownership of all intellectual property embodied in or underlying the Service, including but not limited to the Autonomous Sentinel system, its algorithms, models, training methodologies, prompt architecture, briefing frameworks, and all AI-generated outputs produced by the Service — including daily behavioral prompts, Baseline Assessments, Sunday Briefings, and Sovereign Ledger analyses (collectively, "Outputs").

Subject to the Licensee's continued compliance with this Agreement and timely payment of all fees, Sentinel CPO LLC grants the Licensee a non-exclusive, non-transferable, revocable license to use, review, and act upon the Outputs solely for the Licensee's own internal business purposes during the active license term. This license does not include the right to:

The Licensee retains ownership of raw biometric data and assessment responses submitted to the Service ("Input Data"). Daily check-in sessions are conducted via real-time AI voice conversation — no audio recordings are submitted to or stored by Sentinel CPO, and only structured session performance metadata extracted at session close constitutes stored data. The Licensee grants Sentinel CPO LLC a limited, non-exclusive license to process Input Data solely for the purpose of generating Outputs during the active license term. This license terminates upon expiration or cancellation of the Agreement and is subject to the Ephemeral Liquidation protocol described in Section 5.

12.3 Pseudonymous Identification

Upon enrollment, the Licensee is assigned a permanent pseudonymous Client ID (e.g., CPO-XXXX) that serves as the Licensee's operational identifier within the platform. This identifier — not the Licensee's real name — is referenced in all AI-generated outputs, including Baseline Assessments and Sunday Briefings. The Licensee's name and contact information are retained solely for billing, hardware shipping, and legal agreement purposes, and are structurally excluded from AI processing pipelines and Performance Manager review functions. The Client ID cannot be reversed to identify the Licensee without access to the authenticated account record.

13. Limitation of Liability

To the maximum extent permitted by applicable law, Sentinel CPO LLC's total cumulative liability to the Licensee for any and all claims arising out of or related to this Agreement, the Service, or any Output — whether based in contract, tort, strict liability, statute, or any other legal theory — shall not exceed the total fees actually paid by the Licensee to Sentinel CPO LLC in the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusion of Consequential Damages. In no event shall Sentinel CPO LLC be liable for any indirect, incidental, special, punitive, or consequential damages — including lost profits, lost data, business interruption, reputational harm, or cost of substitute services — even if Sentinel CPO LLC has been advised of the possibility of such damages and regardless of the theory of liability.

The Licensee acknowledges that the fees payable under this Agreement reflect the allocation of risk set forth herein, and that Sentinel CPO LLC would not enter into this Agreement on commercially reasonable terms without these limitations. The liability cap and exclusion of consequential damages are fundamental elements of the basis of the bargain between the parties.

Nothing in this Section limits Sentinel CPO LLC's liability for: (a) death or personal injury caused by Sentinel CPO LLC's gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.