Terms of Service

Terms of Service

These Terms of Service (“Terms“) govern your use of Entrupy’s services, including your use of any or all of these items: hardware, software, applications (“apps”) and /or websites (collectively our “Service”), as provided to you by Entrupy, Inc. (“Entrupy”). Our Privacy Policy explains the way we collect and use your information, the type of information that we collect, along with the protections that we afford to your private data. By using our Service (as defined above), you agree to be bound by these Terms, and by our Privacy Policy. If you are a business or a customer using our Service on behalf of a franchise, an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization.

I. SCOPE OF ENTRUPY’S SERVICES PROVIDED:

A. GENERAL SERVICES:

1. In exchange for an agreed upon access/setup fee and a monthly fee or an annual subscription for our services, Entrupy provides an advisory service for businesses (“customers”), which may sell items to their customers (the “consumers”). Specifically, we provide information as to the authenticity of an item, related to the data provided by you, the customer, during the “authentication process.” Our “authentication process” uses (Entrupy’s) mobile app, and the images provided, during the authentication.

2. An authentication is defined as a logged authentication call on our servers, which leads to a result being displayed to the customer. Rejected authentications (due to blurry images or wrong brand selection) are not counted towards your allotted monthly authentications.

3. Entrupy’s Services do not include commenting on the condition or quality or specific model name. Rather, we are only providing information related to the integrity of the item – i.e., that Entrupy’s authentication system has verified that item is of brand, maker, or manufacturer that it is purported to be.

4. We (Entrupy) do not authorize or encourage the sale of counterfeits, and neither do we help you, the customer or the consumer, to make purchasing or selling decisions.

5. We (Entrupy) have no intention of buying or selling items that we authenticate.

6. We reserve the right to refuse service to customers that are established as non-paying or with a reputation aligned with those that sell counterfeits.

7. Our monthly pricing may vary in the future (i.e., within months of a customer’s subscription, or thereafter), but this will not affect annual subscribers’ fees.

8. We are a new service and cater to customers with varied volumes. If you think you are going to exceed the allotted authentications (as referenced in paragraph 9, below), please contact us.

9. If you have a large / mass volume of authentications requested, please contact us in advance, so that we (Entrupy), may assess if or how we can cater to your order.

10. Sometimes Entrupy will need to make changes, updates or reboot our servers if they crash, so we can’t guarantee that the service will always be available. If there is ever a problem, visit status.entrupy.com to check the status. However, we at Entrupy will try to do everything we can to make sure that our servers and other services are in working order. After all, it’s our business and how we make money. So it’s in our interests and yours, to keep it running.

B. ENTRUPY’S HARDWARE:

1. All hardware that is provided as part of Entrupy’s service is owned by Entrupy, and consequently belongs to us. Customers agree that Entrupy’s hardware is only available as part of setting up the Customer’s service, and will have to be returned to Entrupy, in case of service cancellation (as per the terms on “cancellation” in section II, below).

2. All data and images collected during the authentication process belong to Entrupy. For further information about such data and images, please see our “privacy policies,” as outlined below.

3. Six month warranty: If the device or it’s its components (hardware and power chord) are defective, it will be replaced for free for up to six months from the date of receipt of the hardware device, upon inspection by Entrupy and/or by Entrupy’s engineers or agents, to determine that the device was not subject to physical damage, water damage, excessive heat, or other forms of misuse or abuse by the Customer.

C. CUSTOMER’S OBLIGATIONS:

1. You, the Customer, must provide accurate information when you create your Entrupy account.

2. In order to sign up for Entrupy, the customer verifies they are a registered business, and agrees, subject to and in accordance with Entrupy’s Privacy Policies, to provide Bank account details and the business’ physical mailing address. Marketplace IDs are further needed, to display the links to the certificates that the Customer generates from authentications.

3. You are responsible for safeguarding the password and for all activities that occur under your account. You should notify Entrupy immediately if you become aware of any breach of security or unauthorized use of your account.

4. You must comply with our Privacy Policy at all times when using our Service.

5. You may never use another user’s account without permission.

6. You may NOT use our services for any unlawful activities, including but not limited to: counterfeiting, aiding or assisting counterfeiters with the sale, purchase or promotion of counterfeit goods, or any fraudulent activities with respect to consumers, sellers or buyers.

Customer’s Use of Entrupy Software:

7. As part of the Service, we provide downloadable client software (the “Software”) for your use in connection with Entrupy’s Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Entrupy and You, the Customer, and as between Entrupy and any third-parties (i.e., consumers), Entrupy retains all right, title and interest in the Software.

8. As part of the Service, Entrupy will have administrator access to Your content within your app. This includes all images, timestamps and certificates.

II. CANCELLATION & REFUND POLICIES:

1. Monthly subscribers: If service is cancelled within 30 days from the commencement of service (i.e., from the first complete authentication), then a complete refund — including the set-up fee — will be issued to you, once the device (the Entrupy hardware) is returned to and received by Entrupy, and confirmed to be in working condition. If service is cancelled after 30 days (from the commencement of service), then your monthly subscription will be cancelled after the device (the Entrupy hardware) is received, and confirmed to be in working condition.

2. Annual subscribers: If service is cancelled within 30 days from the commencement of service, a complete refund of the prepaid annual subscription and set-up fee will be issued, once the device is returned and confirmed to be in working condition. If service is cancelled after 30 days, then Entrupy will issue a reimbursement for the remaining full months of the 12-month annual subscription period of service. Said reimbursement will be provided within 20 days after the device (Entrupy’s hardware), has been received by Entrupy, and has been confirmed to be working condition.

3. Prepaid shipping labels will be provided by Entrupy for all cancellation requests.

III. ENTRUPY’S RESPECT FOR TRADEMARK-PROTECTED AND OTHER INTELLECTUAL PROPERTY OF THIRD-PARTIES:

1. Using a company or business name, logo, or other trademark-protected materials in a manner that may mislead or confuse others with regard to its brand or business affiliation may be considered a trademark policy violation. Entrupy takes any trademark violations, or breaches of intellectual property, quite seriously, and neither endorses nor supports such misuse of another party’s brand, logo, design, or other trademarked item.

2. Entrupy’s Response To Reported Trademark Policy Violations:

When we receive reports of trademark policy violations from holders of federal or international trademark registrations (violations by Entrupy users), we review the User’s account, and may take the following actions:

(a) When there is a clear intent to mislead others through the unauthorized use of a trademark, Entrupy will suspend the account and notify the account holder;

(b) When we determine that an account holder appears to be confusing users, but is not purposefully passing itself off as the trademarked good or service, we give the account holder an opportunity to clear up any potential confusion.

(c) All third-party vendors, merchandisers, and users of Entrupy represent that they will not violate another party’s intellectual property rights, when using Entrupy’s service.

3. When Entrupy endorses or certifies a product as “authentic,” Entrupy in no way claims any ownership or association of or with that company’s brand, logo, title, or other trademark protected material.

IV. DISCLAIMERS OF LIABILITY / INDEMNIFICATION:

No Warranty:

OUR SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR GUARANTEE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY OF AN ITEM OR PRODUCT BEING AUTHENTICATED BY ENTRUPY’S SOFTWARE AND/OR HARDWARE. ENTRUPY IS NOT RESPONSIBLE FOR ANY THIRD PARTY’S CLAIMS AGAINST YOU, THE CUSTOMER, RESULTING FROM SUCH THIRD PARTY’S PURCHASE, USE, OR RESALE OF A PRODUCT THAT THE THIRD PARTY MAY MAKE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY’S DECISIONS, RESULTING FROM OUR SERVICES.

Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ENTRUPY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION: DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES THAT RESULT FROM: (I) THE USE OF, OR INABILITY TO USE, OUR SERVICE, (II) ANY CLAIMS BY A CONSUMER AGAINST YOU, THE CUSTOMER, BASED ON AN ALLEGED ISSUE WITH AN ITEM THAT MAY HAVE BEEN MARKED AS AUTHENTIC, BUT FOUND TO BE WITHIN THAT SLIGHT MARGIN OF ERROR WHERE THE ITEM WAS NOT AUTHENTIC.

WHETHER OR NOT ENTRUPY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, ENTRUPY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE VALUE OF ANY ITEM THAT BEARS ENTRUPY’S “CERTIFICATE OF AUTHENTICITY,” OR THE AMOUNTS PAID BY YOU TO ENTRUPY, IN CONNECTION WITH YOUR USE OF OUR SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Indemnification:

You, the Customer, agree to defend, indemnify and hold harmless Entrupy and its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service, the hardware or the Software, or from or in connection with any claim against Entrupy by any third-party, in connection with Entrupy’s Services.

V. TERMINATION OF SERVICES:

We reserve the right to decline to renew, or to terminate or suspend your access to the Service at any time if you are not complying with these Terms of Service, or if you are violating our Privacy Policy, or otherwise using our Service in a manner that we believe may cause financial or legal liability to Entrupy.

VI. DISPUTE RESOLUTION:

1. If you question the result of an authentication please contact us at resolve@entrupy.com.

As a part of our authentication service we maintain a record of every authentication and can review prior authentications to re-confirm identity of an item previously authenticated using microscopic material detection and advanced image based recognition.

2. Informal Efforts At Dispute Resolution:

You, The Customer, agree that, in the event of a dispute that has not been resolved to your satisfaction, that prior to filing any claim against Entrupy relating to or arising out of these Terms, you will first contact us at resolve@Entrupy.com to provide us with an effort to resolve the issue in an informal manner.

3. Arbitration – If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).

4. Arbitration Procedures and Fees- The AAA will administer arbitration proceedings under its Commercial Arbitration Rules, and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in the county of New York, State of New York. The parties further agree that, in the event of an arbitration, the losing party shall pay all arbitration fees and costs. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Entrupy will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

5. Exceptions to Agreement to Arbitrate – Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process.

6. No Class Actions – ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

7. Judicial Forum – In the event that the agreement to arbitrate is found not to apply to your claim, then you and Entrupy agree that any judicial proceedings will be brought in the federal or state courts in New York, NY, and both parties consent to venue and personal jurisdiction there.

VII. Governing Law GOVERNING LAW:

These Terms will be governed by the laws of the New York, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

VIII. Privacy Policy PRIVACY POLICY:

Our Privacy Policy, incorporated into our Terms & Services, is available at buy.entrupy.com/privacy-policy.

IX. ENTIRE AGREEMENT; SEVERABILITY AND WAIVER:

These Terms constitute the entire agreement between you and Entrupy concerning the Service, and replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Entrupy’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

Assignment:

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

X. AGREEMENT TO TERMS AND SERVICES AGREEMENT AND PRIVACY POLICY:

By clicking ACCEPT, you submit that you have read the above Terms Of Service and Privacy Policy, and that you agree to be bound by the above stated terms and conditions for Services.