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.
1.1 The 30-Day Calibration Pilot. Entry into the Sentinel CPO service begins with a 30-Day Calibration Pilot at a one-time fee as specified at the time of checkout. This fee covers biometric hardware deployment, logistics, and the first 30 days of AI telemetry, behavioral synthesis, and acoustic journaling. The applicable Calibration Pilot 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 designed to produce 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 Cryo-Sleep & Continuity. The Licensee may enter Cryo-Sleep (Vault Preservation) at any time via the Software portal. Cryo-Sleep activates at the end of the current billing period; the Licensee retains full access until that date. During Cryo-Sleep, billing continues at a reduced vault preservation rate of $295.00 USD per month; briefings, check-ins, and daily prompts are suspended. All platform data is retained in encrypted storage and the Licensee may reactivate at any time, at which point billing resumes at the applicable Phase rate. There is no early termination fee for entering Cryo-Sleep or for cancellation. The Calibration Pilot fee is non-refundable in all circumstances once the checkout is completed and hardware deployment has been initiated (or portal access has been activated, for Licensees who provide their own hardware).
1.4 12-Month Loyalty Credit. On each 12-month anniversary of the Licensee's subscription start date, provided the Licensee's subscription (at any active Phase tier) remains in good standing, Sentinel CPO LLC will apply a $995.00 USD 12-Month Loyalty Credit to the Licensee's next invoice. The credit vests only upon generation of the invoice immediately following the anniversary date. The 12-Month Loyalty Credit applies to all active Phase tiers and to Cryo-Sleep vault preservation invoices. Any credit balance remaining after application to an invoice carries forward to subsequent invoices until fully applied or the license is terminated. The 12-Month Loyalty Credit has no cash value, is non-transferable, and is forfeited if the Licensee's subscription is terminated prior to the invoice on which the credit would apply. This benefit does not expire so long as the subscription remains active and in good standing.
1.5 Oura Membership Subscription. The Service requires an active Oura Ring membership subscription (provided by Oura Health Oy, independently of this Agreement) to access full biometric data capabilities. The Oura membership and all associated fees are the Licensee's sole responsibility. Sentinel CPO LLC does not pay for, manage, or guarantee the availability of the Licensee's Oura membership. If the Licensee's Oura membership lapses or is cancelled, biometric data collection will be interrupted. Such interruptions are not attributable to Sentinel CPO LLC and do not entitle the Licensee or Company to any refund, credit, or service adjustment under this Agreement.
1.6 Hardware Warranty & Claims. The initial Oura Ring deployed at enrollment is procured by Sentinel CPO LLC at the Company's expense. Title passes to the Licensee upon delivery. At the time of shipment, Sentinel CPO LLC will provide the Licensee with the Oura order reference number to facilitate direct manufacturer warranty inquiries. Sentinel CPO LLC will facilitate manufacturer warranty claims on the Licensee's behalf for the duration of the manufacturer's warranty period. All physical return logistics are coordinated directly between the Licensee and Oura Health Oy. In the event a warranty claim results in a replacement being issued and the Licensee fails to return the original hardware to the manufacturer within the required timeframe, the Licensee authorizes Sentinel CPO LLC to charge the payment method on file for the manufacturer's replacement cost plus applicable shipping fees. Loss of hardware is the Licensee's responsibility; the 12-Month Loyalty Credit is not accelerated in the event of hardware loss.
1.7 Sales Tax. All fees stated in this Agreement are all-inclusive. Sentinel CPO LLC is registered in Connecticut for Sales and Use Tax purposes. Connecticut classifies SaaS subscriptions as "Computer and Data Processing Services" and applies sales tax based on subscriber type: 6.35% for individual (consumer/B2C) subscribers and 1.0% for corporate or business (B2B) subscribers. Sentinel CPO LLC captures subscriber type at checkout to apply the correct rate. Rather than adding a separate tax line to invoices, Sentinel CPO LLC remits Connecticut sales tax on applicable transactions from its own collected revenue. Licensees pay the stated all-inclusive fee with no additional tax charge at checkout or on recurring invoices. Licensees outside Connecticut are not subject to Connecticut sales tax; Sentinel CPO LLC may collect and remit tax in other states if and when economic nexus thresholds are triggered in those jurisdictions.
1.8 Zero-Refund Policy. The Calibration Pilot fee (in the amount specified at the time of checkout) and all monthly Phase 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. The Licensee acknowledges this as a material term explicitly accepted at the time of electronic checkout consent.
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 CPO.
USE AT OWN RISK. Artificial intelligence systems, including the Autonomous Sentinel CPO, 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.
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.
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.
By enrolling and using the Service, the Licensee provides express, informed, written consent to the collection, storage, and processing of biometric and biometric-adjacent data as described herein — satisfying the written consent requirements of the Illinois Biometric Information Privacy Act (BIPA, 740 ILCS 14/15(b)), the California Privacy Rights Act (CPRA), and substantially equivalent state biometric data statutes. This consent is given knowingly and voluntarily as a material condition of the Service.
Nothing in this Section constitutes a waiver of any statutory right that cannot be contractually waived under applicable law. The Licensee's right to seek individual relief under applicable biometric privacy statutes is preserved to the extent such rights are non-waivable; however, all claims must be brought on an individual basis pursuant to the arbitration and class action waiver provisions of Section 11. The Licensee's complete data rights are governed by the Biometric Privacy Policy and the Ephemeral Data Architecture policy.
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 through voluntary cancellation 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.
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.
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.
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 Private Client Agreement.
The three phases of the Sentinel CPO 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.
Where a corporate entity ("Sponsor") has agreed to fund or reimburse the Licensee's enrollment fees, the following terms govern the Sponsor relationship in its entirety.
9.1 Sole Contractual Relationship. Sentinel CPO LLC's contractual relationship is exclusively with the individual Licensee. The Sponsor is not a party to this Agreement. Payment by a Sponsor does not create any contractual rights, data rights, service rights, or access rights for the Sponsor under this Agreement or under any other Sentinel CPO policy.
9.2 Zero Data Rights. The Sponsor receives no data of any kind in connection with its funding of the Service. Sentinel CPO LLC will provide the Sponsor only with billing receipts confirming the amount charged and the date of charge. No performance data, biometric telemetry, AI-generated briefings, assessment responses, behavioral analyses, session metadata, or any other platform output is made available to the Sponsor — at any time, under any circumstances, for any reason. This is an architectural guarantee, not a policy commitment: the Sponsor's identity is never associated with the Licensee's pseudonymous Client ID within the platform.
9.3 Licensee Sovereignty. The individual Licensee retains sole and exclusive control over all aspects of their Service account. The Sponsor has no authority to pause, cancel, modify, transfer, or access the Licensee's account. Instructions from a Sponsor regarding a Licensee's account will not be honored by Sentinel CPO LLC. The Licensee's right to pause, cancel, or continue the Service is entirely the Licensee's independent decision.
9.4 Billing Responsibility Upon Sponsor Withdrawal. If the Sponsor ceases to fund the Service for any reason, billing responsibility reverts automatically to the payment method on the Licensee's account. The Licensee will receive advance notice to the email address on file if a Sponsor's payment method fails. The Licensee's service continuity and data rights are unaffected by any change in sponsorship.
9.5 Sponsor Acknowledgment. By remitting payment for a Licensee's enrollment, the Sponsor conclusively acknowledges that: (a) the payment constitutes a professional development benefit with no data return; (b) Sentinel CPO LLC's obligations run exclusively to the individual Licensee; (c) the Sponsor has no legal recourse against Sentinel CPO LLC for the Service's content, outputs, or professional outcomes; and (d) the employer-inaccessibility of all platform data is a material feature of the Service that the Sponsor has independently verified and accepted.
For Licensees located in the State of Illinois, the following disclosures and consents are required under the Illinois Biometric Information Privacy Act (740 ILCS 14/1 et seq., "BIPA"). By completing enrollment, Illinois Licensees provide the following written consent:
10.1 Data Collected. Sentinel CPO collects physiological telemetry data from the Licensee's Oura Ring device, including composite performance scores (readiness, sleep, activity), cardiovascular signals (HRV, RHR, respiratory rate), sleep architecture data (total sleep, deep sleep, REM, sleep efficiency, sleep latency), body temperature deviation from personal baseline, and readiness contributor sub-scores — as fully enumerated in the Biometric Privacy Policy. These metrics are physiological measurements and are not "biometric identifiers" as defined by BIPA (which covers retina/iris scans, fingerprints, voiceprints, and hand/face geometry scans). Daily check-in sessions involve real-time AI voice processing; no audio is recorded or retained, and no voiceprint template is created or stored. Structured session performance metadata (numerical scores, thematic labels, session summary) extracted at session close does not constitute a biometric identifier under BIPA.
10.2 Purpose and Duration. To the extent any data processed by Sentinel CPO constitutes a biometric identifier or biometric information under BIPA, it is collected solely for professional performance optimization — the purpose for which this license is granted. Such data is retained only for the duration of the active Subscription Term and destroyed within thirty (30) days of termination, and in no case longer than three (3) years from the date of last collection, consistent with BIPA's retention requirements.
10.3 No Sale or Profit. Sentinel CPO LLC does not sell, lease, trade, or otherwise profit from any biometric identifier or biometric information belonging to the Licensee. Biometric data is used exclusively to provide the Service to the individual Licensee who generated it.
10.4 Written Consent. By completing enrollment and accepting this Agreement, the Illinois Licensee provides the written release required by BIPA Section 15(b), authorizing Sentinel CPO LLC to collect, store, and use biometric and biometric-adjacent data as described herein and in the Biometric Privacy Policy.
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 the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.
Class Action and Representative Proceeding Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSEE EXPLICITLY AND IRREVOCABLY WAIVES ANY RIGHT TO INITIATE, JOIN, OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AGAINST SENTINEL CPO LLC OR ITS AFFILIATES, OFFICERS, OR AGENTS. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. This waiver is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.), which preempts any contrary state law pursuant to AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011), and Epic Systems Corp. v. Lewis, 584 U.S. 497 (2018). If a court of competent jurisdiction holds this waiver unenforceable as to a specific claim or jurisdiction notwithstanding FAA preemption, only that specific claim may proceed on a class basis; all other claims remain subject to individual arbitration. The severance of one application of this waiver does not affect its validity as to all other claims or jurisdictions.
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.
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.
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 CPO 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.
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 quality review functions. The Client ID cannot be reversed to identify the Licensee without access to the authenticated account record.
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.