Apparel
Authentication
Subscription

These Entrupy Authentication Terms of Service (the "Terms of Service," along with any applicable Order Forms (as defined below), the "Agreement") govern the access to and use of the proprietary systems and services set forth on an applicable Order Form, including the Hardware (if applicable) and Software, as each may evolve during the Term, that can be used to verify the authenticity of certain physical Items (the "System"), which is licensed by Entrupy Inc. ("Entrupy" or "we" and its derivatives). "Licensee" or "you" and its derivatives refers to the individual or entity identified as the Company on the Order Form that licenses access to the System by clicking the "Buy", "Confirm Order", or other similar button on our website (the "Online Order Form"), or otherwise submitting an Online Order Form or other fully executed order form (collectively with the Online Order Form, the "Order Forms") for processing by Entrupy. If you are an individual entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to enter into this Agreement on behalf of the entity you named as the Company on the Order Form. Licensee and Entrupy are, together, the "Parties", and each is a "Party." For the avoidance of doubt, nothing herein grants Licensee any rights to any Entrupy hardware or software products or services, including any authentication systems, that are not expressly set forth on an Order Form that has been accepted by Entrupy. An Order Form is not accepted by Entrupy until you receive a confirmation email from Entrupy confirming acceptance.

1. CERTAIN DEFINITIONS.

1.1 "Apparel" means a tangible clothing product (excluding "Luxury" and "Sneakers" as defined herein) for which the System is used to verify authenticity.

1.2 "Apparel Guarantee Policy" means Entrupy's Financial Guarantee Policy for Apparel authentication made available at https://www.entrupy.com/guarantee/apparel/.

1.3 "Authentic" means that the Item being authenticated appears to be consistent with the profile of known authentic items.

1.4 "Certificate" means the document (in paper or electronic form) generated by the System when an Item is validated.

1.5 "Customers" means businesses and individuals who are customers of your business in the ordinary course or operations of your business.

1.6 "Entrupy Marks" means the trade name, logos, trademarks and service marks of Entrupy, as provided by Entrupy to you.

1.7 "Fingerprinting" means verifying that an Item authenticated by the System at one point in time appears to be the same Item authenticated by the System at a later point in time.

1.8 "Guarantee" shall have the meaning given to it in Section 2.1(c).

1.9 "Hardware" means any physical device as well as any related peripherals (e.g., chargers) provided to you by Entrupy, including any equipment used to capture Images for upload to the Software and/or System.

1.10 "Image" means a photograph of an Item taken by either you, your Customers, or Users, including photographs captured by the Hardware.

1.11 "Initial Subscription Period" means the period commencing on the Subscription Start Date and continuing for the period indicated on your Order Form (e.g., one (1) month or one (1) year).

1.12 "Intellectual Property Rights" means all intellectual and industrial property rights in any jurisdiction worldwide, including copyrights, patents, trademarks, trade names, trade secrets, mask work rights, moral and contract rights, and all registrations, applications, renewals, extensions, continuations, divisions, derivatives or reissues thereof.

1.13 "Item" means a single tangible product, for Apparel, Sneakers, or Luxury, for which the System is used to verify authenticity, limited to and as defined by the Subscription Type identified in the Order Form, or as otherwise indicated in the Order.

1.14 "Luxury" means a tangible handbag or accessory product (excluding "Apparel" and "Sneakers" as defined herein) designed and/or manufactured by a brand including, but not limited to, the brands listed at https://www.entrupy.com/luxury-authentication/.

1.15 "Luxury Guarantee Policy" means Entrupy's Financial Guarantee Policy for Luxury authentication made available at https://www.entrupy.com/guarantee/luxury/.

1.16 "Renewal Date" means the first day of a Renewal Subscription Period.

1.17 "Renewal Subscription Period" shall have the meaning given to it in Section 7.2.

1.18 "Sneakers" means a matching pair of tangible footwear products (excluding "Apparel" and "Luxury" as defined herein) for which the System is used to verify authenticity.

1.19 "Sneaker Guarantee Policy" means Entrupy's Financial Guarantee Policy for Sneaker authentication made available at https://www.entrupy.com/guarantee/sneakers/.

1.20 "Software" means any software provided by Entrupy that can be used to analyze Images or access the System, including any Updates.

1.21 "Subscription" means the right to access and use the Hardware, System, and Software in object code form in accordance with this Agreement.

1.22 "Subscription Period" means the Initial Subscription Period and each Renewal Subscription Period.

1.23 "Subscription Start Date" generally means the date Entrupy accepted the order by sending Licensee a confirmation email in response to an Order Form; however, if your order requires implementation in order to initiate the Subscription, then "Subscription Start Date" means the earlier of (a) the date you first submit Images of an Item to the System or (b) seven (7) days following initial Hardware delivery.

1.24 "System" means any system, service, hardware, software, website, process or procedure used to verify the authenticity of Items by Entrupy.

1.25 "Term" means the period from the Subscription Start Date until the Subscription is terminated as set forth herein.

1.26 "Unidentified" means that the Item being authenticated does not appear to be consistent with the profile of known authentic items.

1.27 "Updates" mean any modifications, improvements, bug fixes, or other new versions of the Software module(s) you have licensed that are generally made available to all licensees of such module(s).

1.28 "User" means you, your employees, and any other individuals or entities expressly approved by Entrupy to submit Items for authentication. For the avoidance of doubt, a "User" does not include any person who violates the Certificate Use Restrictions (as defined below), the terms of this Agreement, or is otherwise explicitly excluded from using the System or Software by Entrupy in its sole discretion.

2. SYSTEM OVERVIEW

2.1 Authentication.

• Certificates. A Certificate shall only be generated by Entrupy and may only be requested for Items verified by the System as Authentic in the final result. Licensee may display the Certificate for an Item or provide a link to the Certificate hosted by Entrupy solely on Licensee's website, social media accounts maintained and owned by Licensee, Licensee's online listings of Items on e-commerce, or printed out for physical display. Under no circumstances may Licensee, or any third party on behalf of Licensee, generate, reproduce, modify, display, or otherwise make available any Certificate for (i) an object other than the exact Item for which the System specifically generates it, (ii) any object that has not been verified as Authentic through the System, (iii) any object that Licensee knows or suspects to be inauthentic, (iv) any other use except as expressly set forth herein; or (v) for any Items submitted for verification by a User that Licensee knows or has reason to believe is a seller of, or is in any way affiliated with the sale of, inauthentic goods (collectively, the "Certificate Use Restrictions"). Licensee is responsible for ensuring that its Customers and Users comply with the Certificate Use Restrictions. Any attempted or actual breach of the Certificate Use Restrictions is a material breach of this Agreement and without affecting Entrupy's other rights and remedies hereunder, will invalidate the Guarantee described in Section 2.1(c).
• Evidence Reports. Upon your request and subject to your payment of additional fees, Entrupy may produce an evidence report supplementing the information provided for any Unidentified Items (the "Evidence Report").
• Disputes; Guarantee. To provide you with further confidence in our System's Item verification abilities, Entrupy offers payout amounts for Items which we have issued a Certificate (the "Guarantee") as further described in the Sneaker Guarantee Policy, the Apparel Guarantee Policy, and the Luxury Guarantee Policy. If the authenticated Item is a Sneaker, the Sneaker Guarantee Policy exclusively governs the Guarantee for that Item. If the authenticated Item is not a Sneaker, but instead is Apparel, the Apparel Guarantee Policy exclusively governs the Guarantee for that Item. If the authenticated Item is not a Sneaker or Apparel, but instead is Luxury, the Luxury Guarantee Policy exclusively governs the Guarantee for that Item. Such Guarantee will not apply if Entrupy invalidates an authentication or Certificate within fifteen (15) business minutes (i.e., minutes occurring between 10:00 AM – 7:00 PM ET Monday - Friday, excluding U.S. federal holidays, or as otherwise adjusted by Entrupy upon written notice from time to time) after delivery of the authentication results by Entrupy to you. In the event a Certificate is revoked by Entrupy, Licensee must promptly remove any publication or display of the Certificate, including on any websites, social media accounts maintained or owned by Licensee, Licensee's online listings of Items on e-commerce, or printed out physical displays. The Guarantee is only available to, and must be claimed by, you, and not your Customers, Users, or any third parties. You are solely responsible for any promises you make to your Customers, Users, or any third parties based on the Guarantee, and any interactions with such Customers, Users, or any third parties. Notwithstanding anything to the contrary herein, any attempted or actual breach of the Certificate Use Restrictions will invalidate any guarantee provided under this Agreement, the Sneaker Guarantee Policy, the Apparel Guarantee Policy, or the Luxury Guarantee Policy. The Guarantee is Entrupy's sole and exclusive liability and responsibility for, and Licensee's sole and exclusive remedy for, any Items incorrectly authenticated by the System. In the event the System issues an Unidentified result for an Item that is ultimately proven to be authentic, Entrupy shall not be liable or held responsible for any direct or indirect loss or harm that results. Licensee agrees not to challenge or otherwise attempt to hold Entrupy liable for Items deemed to be Unidentified by the System. All disputes by you regarding the authenticity of Items authenticated by Entrupy must be submitted in accordance with the applicable Sneaker Guarantee Policy, Apparel Guarantee Policy, or Luxury Guarantee Policy, which includes, without limitation, completing a claims form and submitting proof of purchase. Additional details of the Guarantee process, including how to file a dispute claim and additional restrictions and qualifications requirements, are available in the Sneaker Guarantee Policy, the Apparel Guarantee Policy, and the Luxury Guarantee Policy. The Guarantee is not applicable to Fingerprinting services.

2.2 Data Transmission.

We are not responsible for any compromise of data or data security caused by transmission across non-Entrupy computer networks (including the internet).

3. LICENSE, OWNERSHIP AND RESTRICTIONS

3.1 License Grant.

Subject to this Agreement, we grant you and your Users a limited, non-exclusive, non-transferable, worldwide right, during the Term, to use the System, Software, and Hardware (to the extent you were provided any Hardware by Entrupy) for the sole purpose of authenticating and Fingerprinting Items. For the avoidance of doubt, Fingerprinting services may be subject to additional fees. Additionally, to the extent you utilize the Entrupy SDK, we grant to you a limited, non-exclusive, non-transferable, revocable, non-sublicensable, license to use various software code, algorithms, libraries, testing and analysis tools, drivers, editors, network protocols, and development environments for purposes of integrating access to Entrupy's System with your existing software or mobile application software via a software development kit or other similar means. Your use of such software, or any other software provided to you by Entrupy, is subject to the Entrupy Software License Agreement made available at https://www.entrupy.com/license-agreement/sneakerssdk/, as may be amended from time to time.

3.2 Authentication Services.

Entrupy grants you the right to offer, sell, and provide authentication and Fingerprinting services using the System on behalf of your Customers in accordance with the terms of this Agreement for the authentication of such Customer's personal Items for non-commercial purposes, which shall include the rights to provide Customers with copies of the Certificates, if any, generated by your use of the System on their behalf; provided that (i) you inform Customers of, and have Customers agree to, the limitations on use in connection with the Certificates stated herein, including without limitation, Section 2.1(a) and the representations and warranties listed in Section 9.1(b) and (ii) Customers use the Certificates solely for non-commercial purposes. All Certificates will be issued under your name. Entrupy reserves the right to revoke this right in its sole discretion if it suspects any abuse or misuse by you or Customers. As stated above, Customers are not protected by the Guarantee.

3.3 Ownership.

We retain all right, title and interest in and to the Hardware, System, and Software and its components, outputs, and compilations, including all Intellectual Property Rights therein and all Images submitted or provided to Entrupy by you, your Users, or anyone that submits or provides such content to Entrupy through you or your Users. You and your Users agree not to challenge, object to, or otherwise interfere with Entrupy's exclusive right, title and interest in and to such Intellectual Property Rights and Images. To the extent Entrupy cannot own any such rights by operation of law or otherwise, you, and anyone that uses the System through you or your Users, grants Entrupy a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use any such material provided by you or your Users, or obtained from you or anyone using the System through you, in connection with your use or your User's use of the Hardware, System or Software without restriction, including but not limited to Entrupy's right to display, edit, modify, reproduce, distribute, publish, store, or create derivative works of any such content.

3.4 Restrictions.

Except as expressly permitted herein, you may not (1) sell, resell, rent, or lease access to the Hardware, System, or Software (2) operate the Hardware, System, or Software on a service bureau or shared access basis, (3) make the Hardware, System, or Software available to anyone except for your Users in accordance with this Agreement; (4) sublicense, copy, distribute, modify, or create derivative works of the Hardware, System, Software or any elements thereof; (5) decompile, reverse assemble, or reverse engineer the Hardware, System, or Software, including any attempt to derive source code; (6) repackage Software elements on a standalone basis; or (7) isolate or extract code or other elements from Software for any purpose. Additionally, you may not reproduce, screenshot, display, download, save, store, or share any Images or otherwise use any Images for any purpose or in any manner that is not expressly set forth herein. You are strictly prohibited from modifying or tampering with the Hardware (to the extent you were provided any by Entrupy), including by attempting to extract the Software from the Hardware or installing additional software or applications on the Hardware without Entrupy's prior written approval. Hardware may only be used in connection with the applicable Entrupy-provided Software. Use of the Hardware (and any third-party software embedded therein) may be subject to additional terms and conditions, including from the manufacturer of such Hardware or components thereof. Breach of this section would be deemed a material breach of this Agreement. For clarification, this Section 3.4 does not restrict you from using, displaying or distributing Certificates, solely in accordance with the rest of the Agreement.

Furthermore, with respect to any application accessed through or downloaded from the Apple App Store (an "Apple App Store Sourced Application"), you will only use the Apple App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple's proprietary operating system), (b) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service, including without limitation the following terms, which apply to any Apple App Store Sourced Application accessed through or downloaded from the Apple App Store:

• You acknowledge and agree that (a) the Agreement is concluded between you and Entrupy only, and not Apple, and (b) Entrupy, not Apple, is solely responsible for the Apple App Store Sourced Application and content thereof. Your use of the Apple App Store Sourced Application must comply with the App Store Terms of Service.
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App Store Sourced Application.
• In the event of any failure of the Apple App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App Store Sourced Application. As between Entrupy and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Entrupy.
• You and Entrupy acknowledge that, as between Entrupy and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple App Store Sourced Application or your possession and use of the Apple App Store Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the Apple App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
• You and Entrupy acknowledge that, in the event of any third-party claim that the Apple App Store Sourced Application or your possession and use of that Apple App Store Sourced Application infringes that third party's intellectual property rights, as between Entrupy and Apple, Entrupy, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
• You and Entrupy acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the Apple App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Apple App Store Sourced Application against you as a third-party beneficiary thereof.
• Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the Apple App Store Sourced Application.

3.5 Open Source Software.

Certain items of code provided with the Software are subject to "open source" or "free software" licenses ("OSS"). Licensee understands that OSS is not subject to the terms and conditions of this Agreement, except for this section and the disclaimers and limitations of liability. Instead, each item of OSS is licensed under the terms of the license that accompanies such OSS.

3.6 Item Information and Reports.

We own all information, data, and content generated or collected by the Hardware, System, or Software, including all Images, Certificates, Evidence Reports, and other reports accompanying the authentication or verification of Items. We hereby grant to you a revocable, nonexclusive, worldwide, royalty-free, nontransferable, non-sublicensable right and license, during the Term, to use, display, and distribute Certificates and Evidence Reports for your internal business operations, which includes providing Certificates to your Customers and end users for referential purposes. We reserve the right to revoke the licenses granted in this Section 3.6 at any time and invalidate any Certificates, upon notice, including, without limitation, for any material breach of this Agreement by you or your Users.

3.7 Entrupy Marks.

During the Term, subject to the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use, display, and reproduce the Entrupy Marks, solely (a) as they appear on the Certificates, without modification, in your use, display and distribution of the Certificates for your internal business operations, (b) as they appear on any marketing materials provided by Entrupy in your distribution of such marketing materials, without modification, and (c) upon Entrupy's prior written approval, on your website to promote your use of Entrupy's services, provided that you do not suggest any partnership or endorsement by Entrupy of you or your business, products or services. We grant no rights in the Entrupy Marks other than those expressly granted in this section. You acknowledge our exclusive ownership of the Entrupy Marks and agree that all goodwill arising as a result of your use of the Entrupy Marks will inure solely to the benefit of Entrupy. You agree not to take any action inconsistent with such ownership. You shall not adopt, use, or attempt to register any trademarks, trade names, or service marks that are confusingly similar to the Entrupy Marks or in such a way as to create combination marks with the Entrupy Marks. At our request, you will modify or discontinue any use of the Entrupy Marks if we determine, in our sole discretion, that such use does not comply with this Agreement or our then-current trademark usage policies and guidelines. Any breach of this Section, or failure to sufficiently comply with Entrupy's request for modification or discontinuance of use, in each case as determined by Entrupy in its sole discretion, shall be considered a material breach of this Agreement.

3.8 Updates.

• We will make all Updates available to you as and when they become generally available to our other similarly situated customers during the Term. Failure to install Updates (if applicable) may impact Hardware, System, or Software's performance and will invalidate our support or indemnification obligations with respect to the Hardware, System, or Software.
• To the extent you have requested Hardware, Entrupy is not required to provide new Hardware to you during the Term. Entrupy may, however, at its sole discretion, elect to provide Hardware, including upgraded units to you to replace older Hardware (if applicable and which shall not occur more than once in any twelve (12) month period), in which case Entrupy may charge you a fee for the set-up cost of such replacement units as set forth on our applicable Hardware Replacement Fees schedule (for equipment used to authenticate Sneakers at https://www.entrupy.com/replacement-fees/sneakers/, and for all other items at https://www.entrupy.com/replacement-fees/luxury/, each as may be amended from time to time). In such case, you must promptly return your replaced Hardware units. Entrupy will provide shipping labels to you at Entrupy's expense for the return of all Hardware in the event of a replacement. Entrupy may charge you for the replacement cost of any such Hardware that is not returned in Good Condition, as defined below and as determined by Entrupy in its sole discretion, within thirty (30) days of Entrupy's delivery of the replacement Hardware as may be located in the applicable Hardware Replacement Fees schedules, and as may be amended from time to time.
• Entrupy may make additional features or modules for the System available for an additional fee during the Term (each such offering, an "Add-On"). Add-Ons are not required for the proper functioning of the System or any Software included in your Subscription and will be offered to you as and when they are generally offered to other Entrupy customers.

4. HARDWARE

4.1 Lease.

Entrupy may have leased and shipped Hardware to you in connection with this Agreement, or a previous agreement between you and Entrupy. To the extent you were provided with any Hardware, you shall at all times maintain such Hardware in good operating condition and repair, normal wear and tear excepted ("Good Condition") and you shall keep the Hardware in your sole possession and control at all times, unless otherwise agreed upon by Entrupy in writing. All risk of loss for any Hardware (including any replacement Hardware) shall pass to you upon Entrupy's delivery of the Hardware to the applicable carrier or delivery service.

4.2 Updates.

If Licensee has leased Hardware from Entrupy for a period of two (2) or more years, Entrupy may, in its sole discretion, require Licensee to replace such Hardware. You agree to pay Entrupy the then applicable fees and costs for replacing any Hardware, as made available at https://www.entrupy.com/replacement-fees/sneakers/ for equipment used to authenticate Sneakers, or at https://www.entrupy.com/replacement-fees/luxury/ for all other items, and as may be amended from time to time. Additionally, any Hardware that is not maintained in Good Condition shall be promptly replaced by you at the then applicable fees and costs for replacing such Hardware.

4.3 Return.

All Hardware shall be returned to Entrupy in Good Condition within thirty (30) days of termination or expiration of this Agreement. Entrupy will provide shipping labels to you at Entrupy's expense for the return of all Hardware upon termination of this Agreement. If you fail to return such Hardware within thirty (30) days or the Hardware is not returned in Good Condition, as determined by Entrupy in its reasonable discretion, you agree you will pay Entrupy the applicable fees and costs for replacing such Hardware as made available at https://www.entrupy.com/replacement-fees/sneakers/ for equipment used to authenticate Sneakers, or at https://www.entrupy.com/replacement-fees/luxury/ for all other items, and as may be amended from time to time. For the avoidance of doubt, any breach by Licensee of these Sections 4.1, 4.2, or 4.3 shall be deemed a material breach.

5. SERVICES

5.1 Software Support.

• We will use commercially reasonable efforts to resolve issues with the Software in a timely manner. Problems with Software should be reported to us via email at [email protected]. As promptly as reasonably possible following an update to any operating system or other software that the Software is dependent upon, we will use commercially reasonable efforts to modify the Software to remain compatible with the current and immediately prior major version of such software. We are not required to support versions of the Software other than the most current version. You will notify Entrupy thirty (30) days prior to making any modifications or updates to any of your software that may impact Entrupy's software, software development kit or integration with your mobile applications, or systems. Entrupy is not responsible or in any way liable for changes you make to your software that impact performance or use of any Software licensed to you by Entrupy.
• While we endeavor to keep the System available 24/7/365, service outages can and will occur, and we do not guarantee uptime or that the System will be continuously available or error free. Certain authentications may require additional review or follow up, which may result in a delay in receipt of applicable results.

5.2 Hardware Support.

In the event that you are unable to access or use the Software as a result of defective Hardware (to the extent Entrupy provided you with any Hardware), you shall notify Entrupy via email at [email protected]. Entrupy has no obligation to provide support for any Hardware that has been leased to you for longer than two (2) years from the date Entrupy delivered the Hardware to you. If an issue concerning Hardware that has been leased for less than (2) two years cannot be resolved remotely, Entrupy may, at its sole discretion, repair or ship replacement Hardware (if applicable) after receipt of the defective Hardware from you. If you have (a) met your maintenance responsibility under this Agreement, and (b) leased the Hardware from Entrupy for less than two (2) years, then the replacement will be at no cost to you; otherwise, you will pay Entrupy the applicable fees and costs for repairing or replacing such Hardware as made available at https://www.entrupy.com/replacement-fees/sneakers/ for equipment used to authenticate Sneakers, or at https://www.entrupy.com/replacement-fees/luxury/ for all other items, and as may be amended from time to time. You shall be responsible for any and all damage to the Hardware as a result of unauthorized downloads, vandalism, abuse, neglect or force majeure, regardless of whether such vandalism, abuse, neglect, or force majeure is caused by you or any other third party to whom you have granted access. By way of example and not limitation, damage caused by exposure to extreme conditions (heat, moisture) or improper handling (drops, impact) will be considered damage for which you are responsible.

5.3 Contacting Support.

Support may be reached anytime via email at [email protected] and we will use commercially reasonable efforts to respond to such requests within one business day of submission.

6. YOUR RESPONSIBILITIES

6.1 System Access.

Only Users may access the Hardware, System, and Software. You will ensure that each User uses the Hardware, System, and Software in accordance with applicable laws and this Agreement. You are responsible for (a) all use of the Hardware, System, and Software that occurs in connection with credentials associated with your Users, and (b) immediately reporting any suspected loss, compromise, or unauthorized use of such credentials or any other unauthorized use of or access to the Hardware, System, or Software. We will not be liable for any loss or damage arising from you or your Users' failure to safeguard access credentials.

6.2 Your Users.

You are solely responsible for any content that you or your Users provide Entrupy and/or create while using the Entrupy Hardware, System, or Software. You represent and warrant that you and your Users have all necessary rights to use any content provided to Entrupy and that you, or your Users, are not infringing or violating any third-party rights by sharing, publishing, posting, or using such content in connection with the Hardware, System, or Software. You are responsible and liable for all uses of the Hardware, System, or Software by you or your Users regardless of whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of your Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall take reasonable efforts to make all Users aware of this Agreement's provisions as applicable to such user's use of the Hardware, System, or Software and shall cause your Users to comply with such provisions.

6.3 Connectivity.

You and your Users are responsible for any network or internet connectivity required to access or use the Hardware, System, or Software. An internet connection is required to access the System's cloud-based Software elements. The Hardware must connect to the internet to submit Images to the System for verification. We are not responsible for Hardware, System, or Software performance issues related to internet or network connectivity problems, and any timelines related to authentication (i.e., time to provide initial or verified results) assume you and your Users are connected to the internet when the imaging is performed.

6.4 General.

In addition to obligations identified elsewhere in this Agreement, you will provide access to such information, personnel and systems we reasonably require to support the Hardware, System, or Software.

6.5 Non-disparagement.

You agree and covenant that you will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning Entrupy, or its businesses, or any of its employees, officers, and existing and prospective clients, suppliers, investors, and other associated third parties.

7. TERMS AND TERMINATION

7.1 Term.

This Agreement is valid for the Term, unless terminated earlier in accordance with this Agreement.

7.2 Subscription Period.

Subscriptions shall be valid through your Initial Subscription Period. After your Initial Subscription Period, and again after any subsequent Renewal Subscription Period, your Subscription will automatically renew for an additional subsequent period of equivalent duration as your Initial Subscription Period (each, a "Renewal Subscription Period") at the then-current price for such Subscription, unless you change and/or cancel your Subscription per Section 8.5. If you cancel your Subscription, you may use the System until the end of the then-current Subscription Period. You will not be eligible for a prorated refund of any Fees paid for any early termination of the then-current Subscription Period.

7.3 Termination by You.

You may terminate this Agreement for a material breach of Entrupy that remains uncured thirty (30) days after you provide us with written notice thereof. You may cancel your Subscription at any time; however, you will not be eligible for a prorated refund of any Fees paid for any early termination of the then-current Subscription Period. You may continue to use the System until the end of the then-current Subscription Period.

7.4 Suspension and/or Termination of Subscription by Entrupy.

Entrupy has the right to, immediately and without notice, suspend or terminate any Subscription or access to the Hardware, System, Software, or any portions thereof, including any account or access rights of you or any of your Users, and/or revoke and invalidate any or all Certificates, if Entrupy deems in its sole discretion that (a) timely payment of the Fees (as defined below) has not been received by Entrupy, (b) you or your Users or your Customers have materially breached any provision of the Agreement, (c) doing so is required for compliance with applicable laws, rules, regulations, or third party agreements (e.g., where the provision of the Hardware, System, Software, or any component thereof is, or becomes, unlawful), or (d) doing so is necessary for the protection of Entrupy, its customers, users, employees, agents, business partners, service providers, business, or any other third parties. You agree that all such terminations or suspensions of Subscriptions or other rights granted herein, including cancellation of accounts, and/or revocations or invalidations of Certificates under this Section 7.4, shall be made in Entrupy's sole discretion and that Entrupy shall not be liable to you or any third party for any such termination, suspension, revocation, or invalidation. For the avoidance of doubt, any breach by you or any of your Users or Customers of any of your representations or warranties set forth in this Agreement shall be deemed a material breach.

7.5 Effect of Termination.

Upon termination of this Agreement: (a) the Subscription will end immediately and all rights and licenses granted herein that are not perpetual shall immediately terminate; (b) you will cease using and offering use of the Hardware, System, and Software immediately; and (c) you will pay any Fees accrued prior to the effective date of termination. If you terminate the Agreement for cause, as described in Section 7.3, we will refund any prepaid Subscription Fees for periods following the date of termination.

7.6 Survival.

Sections 1, 3.3, 3.6, 3.7, 4.3, 6.2, 6.5, 7.5, 8.1, 8.2, 8.3, 9.1, 9.2, 10, 11, 12, and 13 will survive termination of this Agreement.

8. PAYMENTS

8.1 Fees.

Licensee will pay the amounts for the Subscription fees and, if applicable, any additional fees (collectively, the "Fees") set forth in the Order Form. An initial implementation fee will be invoiced on, or shortly after, the date the Order Form is accepted by Entrupy. Unless otherwise set forth in the Order Form, Subscription Fees will be invoiced monthly in advance. The initial monthly Subscription Fee will be invoiced on, or shortly after, the Subscription Start Date. Subsequent monthly Subscription Fees will be invoiced on, or shortly after, the monthly anniversary of the Subscription Start Date each calendar month. Additional Fees may be charged during or following the end of each Term (as defined in the Order Form) for various reasons including, but not limited to, situations involving special authentication delivery, international shipping, dispute fees, and/or situations where the number of items verified during the Term exceeds the ordinary inclusions specified in the Subscription.

8.2 Outstanding Balances.

Entrupy reserves the right to charge and collect a service fee on any unpaid, past-due amounts and/or insufficient payments. The service fee is equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law of the outstanding account balance. Licensee will reimburse Entrupy for all costs of collecting late and/or insufficient payments (including attorneys' fees). Notwithstanding the foregoing, you may dispute in good faith sums invoiced under this Agreement, provided you pay Entrupy on a timely basis the portion of the account balance not disputed in good faith, notify Entrupy of the disputed sum(s) including the basis therefore in writing prior to the due date of such sum(s), and use good faith efforts to resolve the dispute with Entrupy expeditiously.

8.3 Taxes.

Fees and/or Outstanding Balances do not include, and you will pay, all sales, use, excise, value-added and other taxes ("Taxes") levied upon either Party related to the System, except for taxes on Entrupy's net income. Taxes will be added to the Fees and/or Outstanding Balances where Entrupy is required to collect Taxes under applicable law.

8.4 Payment Processor.

To the extent you are paying by credit card, all Fees are processed by a third party payment service (the "Payment Processor") and you consent to the use of such service. Currently, Entrupy uses Stripe and its affiliates as its third party payment service (e.g., card acceptance, merchant settlement, and related services) and therefore by making any payments on or through Entrupy's website or application, you agree to be bound by Stripe's privacy policy (currently accessible at https://stripe.com/privacyand its terms of service (currently accessible at https://stripe.com/legal/ssa) and hereby consent and authorize Entrupy and Stripe to share any information and payment instructions you provide to the other to complete your transactions. Entrupy reserves the right to change its Payment Processor(s) with or without notice to you.

8.5 Changes.

Entrupy may change our charging and billing practices at any time, either by posting notice of such change via the System, or notifying you via email, provided that any such change will take effect on the following Renewal Date, so please check regularly for such notifications. If you would like to make any upgrade, downgrade, or cancellation to your Subscription, an authorized person must make a request at least thirty (30) days prior to the Renewal Date via email to [email protected]. Upgrades or downgrades made during a Subscription Period will become effective for the following Subscription Period. Cancellation is subject to the terms outlined in Section 7.2.

9. WARRANTY AND DISCLAIMER

9.1 Representations and Warranties by Licensee.

You represent and warrant on behalf of yourself and your Users that:

• You have full power and authority to enter into and perform this Agreement, and the person who submitted the Order Form on your behalf has been duly authorized and empowered to enter into this Agreement;
• You will not: (i) modify or tamper with any Certificates or other reports generated or provided by Entrupy at any time, without the prior written approval of Entrupy, (ii) use, display, distribute, or otherwise represent to any third party that any Certificate has been issued for an item that is any item other than the Item that was authenticated by the System and that is the subject of such Certificate, or (iii) reproduce or use any Certificates, or reproduce, display, or otherwise use any Entrupy Marks or branding, or anything similar thereto, in any way other than as permitted by this Agreement, including without limitation in any manner that could mislead purchasers about the authenticity or status of an object;
• Your use of the System and Software shall comply with all applicable laws, rules, and regulations;
• You and your Users will not submit any false or misleading Images or data to the System or Software; including without limitation by doing or permitting any of the following:
1. Submitting Items with tampered date codes, serial numbers, size tags, box labels, or any other similar style identifiers associated with the Items,
2. Submitting Images or data that relates to regions belonging to any items other than the Item subject to authentication by the System,
3. Attempting to provoke a false positive by bad input, or
4. Using Entrupy or the System, or any portion thereof, in connection with the undertaking of a counterfeiting scheme (e.g., indicated by unusually high rates of Unidentified results) or unauthorized distribution scheme.

For the avoidance of doubt, a breach of this Section 9.1(d) shall be deemed a material breach.

9.2 Disclaimer.

THE HARDWARE, SYSTEM, SOFTWARE, AND SERVICES PROVIDED HEREIN ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. TO THE GREATEST EXTENT ALLOWED BY LAW, ENTRUPY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED FOR HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE.

10. INDEMNIFICATION.

You will defend, indemnify, and hold us, our affiliate, agents, officers, directors, employees, licensors, and suppliers harmless from all losses, damages, costs and expenses, including reasonable and related attorneys' fees and court costs, related to a third party claim in connection with (a) your, or a User's, use of the Hardware, System, or Software (b) your, or a User's, breach of this Agreement, including the representations and warranties herein or (c) allegations that your use of the Hardware, System, or Software violates applicable law.

11. SYSTEM INFORMATION.

We collect information and data related to performance of the Hardware and Software, including response times, image processing times, usage statistics, and activity logs (collectively, "Performance Data"). Performance Data does not include any personally identifiable information or Licensee-specific output resulting from the use of the Software ("Licensee Output"), but may include aggregated or de-identified information derived from Licensee Output that would not be reasonably expected to identify Licensee or one of its Users. Performance Data is used to contribute to analytical models used by Entrupy, to provide our services, and to operate and improve the System, and is Entrupy's property.

12. LIABILITY.

ENTRUPY WILL NOT BE LIABLE UNDER ANY THEORY OF DAMAGES FOR (A) ANY LOST BUSINESS, LOST PROFITS, LOST SAVINGS, LOST REVENUE, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SYSTEM, EVEN IF ENTRUPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SYSTEM IN EXCESS OF THE FEES YOU PAID FOR THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

13. GENERAL PROVISIONS

13.1 Assignment.

You may not assign this Agreement without Entrupy's prior written consent. Any attempted assignment in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon the Parties and their respective successors and permitted assigns. Entrupy may freely assign this Agreement.

13.2 Feedback.

You hereby grant Entrupy an unrestricted, perpetual, irrevocable, royalty-free, worldwide right and license to use all feedback, suggestions, improvements, and recommendations you or your Users provide regarding the System ("Feedback"), and you acknowledge that Entrupy may use the Feedback in its sole discretion without any notice or other obligation to you.

13.3 Entire Agreement; Amendment.

This Agreement, along with any mutually agreed upon amendments and addenda, (a) is the Parties' entire understanding regarding its subject matter, and (b) supersedes all other oral or written agreements of the Parties as to such subject matter. We may update this Agreement by modifying this web page, and will (x) indicate the date of any such updates above and (y) email you at the email address then on file to notify you of such update. You will be deemed to have accepted such modifications if you continue to access the System or do not provide a termination notice within fifteen (15) days' of release of the updated Agreement. In the event you provide such a notice, Entrupy shall have the option, in its sole discretion, of reverting the terms to the previously accepted version of the Agreement (as applicable to you only), in which case your termination notice would be void. Referenced policies and procedures (i.e., the Apparel Guarantee Policy, Luxury Guarantee Policy, or Sneaker Guarantee Policy) may be changed at any time in Entrupy's sole discretion. Any terms and conditions in or referenced by an invoice, purchase order or other such document issued pursuant to this Agreement, other than the Order Form, will have no force or effect.

13.4 Notices.

A communication intended to have legal effect under this Agreement (a "notice") must be written and delivered to (a) us at the address set forth at https://www.entrupy.com/support/, as may be amended from time to time, or (b) you at the email address identified on the Order Form, and will be effective on receipt or when delivery is refused. Operational communications, including changing a Party's notice address, may be delivered via email. You are responsible for keeping your contact information up to date.

13.5 Confidential Information.

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

13.6 Export Compliance.

The Entrupy System or Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Entrupy System or Software to, or make the Entrupy System or Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Entrupy System or Software available outside the US.

13.7 Independent Contractors.

Entrupy and Licensee are independent contractors, and this Agreement does not create a joint venture, partnership, principal-agent or employment relationship between them. Neither Party will have, or represent to a third party that it has, the authority to act for or bind the other Party.

13.8 No Third Party Beneficiaries.

This Agreement is solely for the benefit of the Parties hereto.

13.9 Attribution.

Entrupy may identify Licensee as a client on its webpage and in standard marketing materials.

13.10 Severability.

Any provision of this Agreement found invalid or unenforceable will be restated to reflect the original intent as closely as possible in accordance with applicable law. The invalidity or unenforceability of any provision herein will not affect the validity or enforceability of any other provisions.

13.11 Force Majeure.

Neither Party will be liable for a failure to fulfill its obligations (excluding payment obligations) due to causes beyond its reasonable control, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or war, and epidemics, that cannot be mitigated through the exercise of due care.

13.12 Governing Law and Venue.

This Agreement, including its formation, will be governed by and interpreted according to the laws of the State of New York without regard to its conflicts of laws provisions that would require a different result. Each Party agrees that any and all causes of action between the Parties arising from or in relation to this Agreement shall be brought exclusively in the state and federal courts located in New York County, New York.

13.13 Waiver.

A Party's waiver of a breach of this Agreement will not waive any other or subsequent breach.

13.14 Headings and Interpretation.

Headings are for reference only and do not affect the Parties' obligations. As used herein, "may" means "has the right, but not the obligation, to"; "includes" and its variations means "includes, but is not limited to"; and "days" means calendar days, provided that obligations that would be due on a weekend or holiday will be due on the next business day following such weekend or holidays.