Entrupy Software License Agreement (Sneakers SDK)
Subject to the terms provided herein, this SDK Agreement grants to you a limited license to use various software code, algorithms, libraries, testing and analysis tools, drivers, editors, network protocols, and development environments for the purposes of utilizing the Entrupy Software Development Kit (hereinafter the “Entrupy SDK”).
Additional information about how to use the Entrupy SDK may be located at the following address developer.entrupy.com/v1_2_entrupy_sdk.html. By using the Entrupy SDK, you accept and agree to be bound and abide by this SDK Agreement, along with all of Entrupy’s rules, policies, and other documents incorporated by reference herein.
This SDK Agreement is only effective during the Term, as defined in the Sneaker Authentication Terms of Service. For the avoidance of doubt, this SDK Agreement terminates automatically if your license to use Entrupy’s services, System, or Software lapses, expires, or is otherwise terminated pursuant to Entrupy’s Sneaker Authentication Terms of Service or other agreement between you and Entrupy.
- License Grant. Subject to this SDK Agreement’s terms, during the Term, Entrupy grants to you a non-exclusive, non-transferable, revocable, non-sublicensable, license to use the Entrupy SDK in any web page or mobile application (including all source code and features) owned or controlled by you, or that you are authorized to use (“Your Application”).
- License Restrictions. The following are conditions of the license granted in this SDK Agreement. You will not: (a) sublicense, transfer, sell, or resell any of the Entrupy SDK; (b) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); (c) access or use the Entrupy SDK in a manner that breaches, or causes the breach of, or violates the law of your jurisdiction; or (d) use the Entrupy SDK in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person.
- Reservation of Rights. Entrupy reserves all rights not expressly granted to you in this SDK Agreement. Except for the limited rights and licenses expressly granted under this SDK Agreement, nothing in this SDK Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Entrupy SDK.
2. Your Responsibilities
- General. You are responsible and liable for all uses of the Entrupy SDK resulting from access provided by Entrupy, directly or indirectly, whether such access or use is permitted by or in violation of this SDK 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 SDK Agreement if taken by you will be deemed a breach of this SDK Agreement by you. You shall take reasonable efforts to make all users of Your Application aware of this SDK Agreement’s provisions as applicable to such user’s use of the Entrupy SDK and shall cause your users to comply with such provisions.
- Acknowledgement of Third Party Software: The Entrupy SDK may include open-source software or third party software. To the extent the Entrupy Software contains open-source or third party software, you expressly understand and acknowledge that such software is not licensed to you pursuant to the provisions of this SDK Agreement and that this SDK Agreement may not be construed to grant any such right and/or license to any third party or open-source software. You shall only have such rights and/or licenses, if any, to use third party software, including open-source software, as set forth in any applicable licenses for such third party or open-source software. It is your responsibility to ensure that your use of any third party or open-source software is permissible or otherwise in compliance with the licenses or limitations of use granted by any entity, even if such software is contained in or otherwise made available in whole or in part by the Entrupy SDK.
This SDK Agreement does not entitle you to any support for the Entrupy SDK, unless otherwise indicated on your Order form.
4. Intellectual Property Ownership.
You acknowledge that, as between Entrupy and you, Entrupy owns all right, title, and interest, including all intellectual property rights, in and to the Entrupy SDK. You agree not to contest, object to, oppose, or otherwise challenge, or to assist others in contesting, objecting to, opposing, or otherwise challenging Entrupy’s intellectual property rights, including any copyrights, moral rights, trademarks, service marks, contained in, incorporated by, or referenced in the Entrupy SDK. You understand and agree that this SDK Agreement does not grant you any rights, implied or otherwise, to Entrupy’s intellectual property.
5. Representations & Warranty.
- Entrupy Disclaimer of Warranty: TO THE FULLEST EXTENT PROVIDED BY LAW, ENTRUPY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE ENTRUPY SOFTWARE OR ANY SERVICES OR ITEMS OBTAINED THROUGH ENTRUPY’S WEBSITE, SYSTEM OR APP, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE ENTRUPY SDK, SOFTWARE, WEBSITE, SYSTEM, APP AND ANY CONTENT RELATED THERETO, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ENTRUPY SDK IS AT YOUR OWN RISK. THE ENTRUPY SDK, SOFTWARE, WEBSITE, SYSTEM, APP AND ANY CONTENT RELATED THERETO, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ENTRUPY SDK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ENTRUPY NOR ANY PERSON ASSOCIATED WITH ENTRUPY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE ENTRUPY SDK. WITHOUT LIMITING THE FOREGOING, NEITHER ENTRUPY NOR ANYONE ASSOCIATED WITH ENTRUPY REPRESENTS OR WARRANTS THAT THE ENTRUPY SDK, SOFTWARE, WEBSITE, SYSTEM, APP AND ANY CONTENT RELATED THERETO, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ENTRUPY SDK WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE, MOBILE APPLICATION, OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE ENTRUPY SDK, SOFTWARE, WEBSITE, SYSTEM, APP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ENTRUPY SDK WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, ENTRUPY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Your Representations. You represent and warrant that:
- You have full power and authority to enter into and perform your obligations under this SDK Agreement;
- You and your Users will not: (A) modify or tamper with any Entrupy certificates or other reports generated or provided by Entrupy at any time, without the prior written approval of Entrupy, (B) use, display, distribute, or otherwise represent to any third-party that any Entrupy certificate has been issued for a product that is any other product other than the one authenticated by the Entrupy system and that is the subject of such certificate, or (C) reproduce or use any Entrupy certificates, or reproduce, display, or otherwise use, or assist others in reproducing, displaying or otherwise using, any Entrupy trademark or branding, or anything similar thereto, in any manner that could mislead purchasers about the authenticity, source, or origin of any object;
- You and your Users’ use of the Entrupy SDK will comply with all applicable laws, rules, and regulations; and
- You and your Users will not submit any false or misleading images or data to or through the Entrupy SDK, including without limitation by doing or permitting any of the following: (A) submitting goods with tampered dates, codes, serial numbers, or other identifying mechanisms; (B) attempting to provoke a false positive or bad input; or (C) using the Entrupy SDK or system, or any portion thereof, in connection with the undertaking of a counterfeiting scheme or unauthorized distribution scheme.
You will defend, indemnify, and hold Entrupy, its 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) you or your Users’ use of the Entrupy SDK, (b) you or your Users’ breach of any term of this SDK Agreement, (c) allegations that you or your Users’ use of the Entrupy SDK violates applicable law; or (d) any dispute or issue between you and any third-party. Entrupy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with Entrupy’s defense of that claim.
7. Limitations of Liability.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ENTRUPY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOU OR YOUR USERS’ USE, OR INABILITY TO USE THE ENTRUPY SDK, INCLUDING ENTRUPY’S SOFTWARE, WEBSITE, SYSTEM, APP, OR ANY WEBSITES LINKED TO IT, OR ANY CONTENT PROVIDED BY THE ENTRUPY SDK OR RELATED SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF ENTRUPY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE ENTRUPY SDK, SOFTWARE, SYSTEM, SERVICES OR OTHERWISE UNDER THESE TERMS, IS LIMITED TO THE LESSER OF: (I) THE AMOUNT YOU HAVE PAID TO ENTRUPY FOR ACCESS TO AND USE OF THE ENTRUPY SOFTWARE IN THE SIX MONTHS PRIOR TO THE CLAIM; OR (II) $100.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Term and Termination.
- Term. This SDK Agreement is only effective during the Term, as defined in the Sneaker Authentication Terms of Service.
- Termination. Entrupy may terminate this SDK Agreement as set forth in the Sneaker Authentication Terms of Service, or effective immediately for any material breach of the SDK Agreement by you.
- Effect of Expiration or Termination. Upon expiration or earlier termination of this SDK Agreement, the license granted hereunder will also terminate, and, without limiting your obligations under Section 6, You shall cease using and delete, destroy, or return all copies of the Entrupy SDK and certify in writing to Entrupy that the Entrupy SDK has been deleted or destroyed.
- Survival. This Section 8(d) and Sections 2, 4, 5, 6, 7, 9, and 10 survive any termination or expiration of this SDK Agreement. No other provisions of this SDK Agreement survive the expiration or earlier termination of this SDK Agreement.
9. Content and Services.
Entrupy exclusively owns the Entrupy SDK and any reports accompanying the authentication or verification of goods, as well as all information, data, metadata, images, and content generated by your use or your user’s use of the Entrupy SDK, Software, or System (the “Content”). By using the Entrupy SDK, you grant Entrupy a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use any Content or other material provided by you or your users, or obtained from you, in connection with your use or your user’s use of the Entrupy SDK 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.
You are solely responsible for the Content that you or your users provide Entrupy and/or create while using the Entrupy SDK. You represent and warrant that you have all necessary rights to use the Content and that you are not infringing or violating any third-party rights by sharing, publishing, posting, or using such Content in connection with the Entrupy SDK.
You agree not to use the Entrupy SDK, Software, or System to post, submit, or otherwise introduce Content that is false, misleading, fraudulent, deceptive, illegal, abusive, threatening, obscene, vulgar, defamatory, or otherwise offensive or in violation of the law, or Entrupy’s policies and terms.
You agree not to rent, lease, lend, sell, redistribute or sublicense the Entrupy SDK. You agree not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Entrupy SDK, any Updates (as defined in the Sneaker Authentication Terms of Service) or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or regulation or third party terms), nor attempt to disable or circumvent any security or other technological measure designed to protect the Entrupy SDK or any content available through the Entrupy SDK. You further agree that you will not use the Content or any data or information provided to you by Entrupy to design or build a competitive product or service.
- Entire Agreement. This SDK Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this SDK Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
- Force Majeure. Entrupy will not be liable for a failure to fulfill its 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, acts of terrorism, labor conditions, and epidemics/pandemics, that cannot be mitigated through the exercise of due care.
- Amendment and Modification; Waiver. No amendment to or modification of this SDK Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this SDK Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this SDK Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Assignment. You may not assign or transfer any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Entrupy. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This SDK Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
- This SDK Agreement does not create a joint venture, partnership, principal-agent or employment relationship between you and Entrupy. Neither Party will have, or represent to a third-party that it has, the authority to act for or bind the other Party.
- Feedback. You hereby grant Entrupy an unrestricted, perpetual, irrevocable, royalty-free, worldwide right and license to use all feedback, suggestions, improvements, and recommendations you provide regarding the Entrupy SDK, and you acknowledge that Entrupy may use such feedback in its sole discretion without any notice or other obligation to you.
- Export Regulation. The Entrupy SDK 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 SDK to, or make the Entrupy SDK 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 SDK available outside the US.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this SDK Agreement would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.