One Subscription Customer Reactivation Form

服務條款

These Entrupy Authentication Terms of Service (the “Terms of Service”, along with any applicable Order Forms (as defined herein), the “Agreement”) govern the access to and use of the proprietary systems and services set forth on an applicable Order Form, including the 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 “Licensee” 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. Submission of an Order Form does not, by itself, bind Entrupy, and Entrupy reserves the right, in its sole discretion, to decline any Order Form.

1. 定義

1.1 “Authentic” means that the Item being authenticated appears to be consistent with the profile of known authentic items. 1.2 “Certificate” means the document (in paper or electronic form) generated by the System when an Item is validated. 1.3 “Customers” means businesses and individuals who are customers of your business in the ordinary course or operations of your business. 1.4 “Entrupy Marks” means the trade name, logos, trademarks and service marks of Entrupy, as provided by Entrupy to you. 1.5 “Financial Guarantee Policy” means Entrupy’s Financial Guarantee Policy for authentication made available at https://www.entrupy.com/guarantee. 1.6 “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. 1.7 “Guarantee” shall have the meaning given to it in Section 2.1(c). 1.8 “Image” means any photograph, video, or other visual depiction submitted to the System. 1.9 “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). 1.10 “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. 1.11 “Item” means a single tangible product for which the System is used to verify authenticity. 1.12 “Renewal Date” means the first day of a Renewal Subscription Period. 1.13 “Renewal Subscription Period” shall have the meaning given to it in Section 6.2. 1.14 “Software” means any software provided by Entrupy that can be used to analyze Images or access the System, including any Updates. 1.15 “Subscription” means the right to access and use the System and Software in object code form in accordance with this Agreement. 1.16 “Subscription Period” means the Initial Subscription Period and each Renewal Subscription Period. 1.17 “Subscription Start Date”  means the date Entrupy accepts your Order Form by sending you an order confirmation email (which, for the avoidance of doubt, is the email Entrupy sends to you expressly (a) confirming acceptance of your Order Form, and (b) identifying your subscription start  date for purposes of this Agreement). In the event you do not receive an order confirmation email, then “Subscription Start Date” means the date you first submit Images of an Item to the System pursuant to the terms of your Order Form (i.e., on a non-trial basis). To the extent there is a conflict, “Subscription Start Date” shall mean the date identified by Entrupy in its confirmation email. 1.18 “System” means any system, service, software, website, process or procedure set forth on an applicable Order Form used to verify the authenticity of Items by Entrupy. 1.19 “Term” means the period from the Subscription Start Date until the Subscription is terminated as set forth herein. 1.20 “Unidentified” means that the Item being authenticated does not appear to be consistent with the profile of known authentic items. 1.21 “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). 1.22 “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.系統概觀

2.1 鑑定 (a) 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). (b) 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”). (c) 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 Financial Guarantee Policy. Entrupy reserves the right, in its sole discretion, to revoke, or otherwise invalidate, an authentication or Certificate at any time and without prior notice in circumstances including, but not limited to: (a) suspected, alleged, or confirmed fraud, abuse, or misuse of the Entrupy System, services, platform, or any Certificate; (b) any violation of these Terms of Service, Entrupy’s policies, guidelines, or acceptable use requirements, or any applicable law or regulation; (c) suspicious, irregular, or atypical transaction, submission, or usage patterns, including but not limited to unusual volume, frequency, geography, Item characteristics, or account behavior; (d) any misrepresentation, inaccuracy, or omission in information provided to Entrupy; (e) reverse engineering, tampering with, circumventing, or attempting to manipulate the Entrupy authentication process, technology, or results; or (f) any other act, omission, or conduct that Entrupy determines, in its sole discretion, may compromise, undermine, or impair the accuracy, reliability, security, or integrity of the Entrupy authentication process or the trust and reputation of the System.  The Guarantee will not apply if Entrupy revokes or invalidates an authentication or Certificate for such reasons.  In the event a Certificate is revoked, or otherwise invalidated 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 or the Financial 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 Financial 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 Financial Guarantee Policy. The Guarantee is not applicable to Fingerprinting services. (d) Item Eligibility. The System is designed to authenticate only certain types, brands, and categories of Items as determined by Entrupy in its sole discretion (collectively, "Eligible Items"). Entrupy reserves the right to update the types, brands, and categories of Eligible Items at any time, including by adding or removing Items from the scope of the System. Entrupy may refuse to process any authentication request for an Item that Entrupy determines, in its sole discretion, is not an Eligible Item or is otherwise incompatible with the System. Entrupy shall have no liability for any refusal to authenticate an Item pursuant to this Section. Entrupy, at any time and in its sole discretion, may assign, change, or otherwise modify usage-based charges, including the number of authentications and/or tokens required to authentic Items on the System. 2.2 數據傳輸 我們對於因經由非 Entrupy 電腦網路（包括網際網路）傳輸而導致的數據或數據安全遭到洩露，概不負責

3. LICENSE, OWNERSHIP, AND RESTRICTIONS

3.1 授權 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 and Software 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/sneakersapp/, as may be amended from time to time. 3.2 鑑定服務 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 8.1 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 所有權 We retain all right, title and interest in and to the 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 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 限制 Except as expressly permitted herein, you may not (1) sell, resell, rent, or lease access to the System or Software (2) operate the System or Software on a service bureau or shared access basis, (3) make the 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 System, Software or any elements thereof; (5) decompile, reverse assemble, or reverse engineer the 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. 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 you own or control and that runs iOS, iPadOS, macOS, tvOS, visionOS, or watchOS, as applicable, and (b) as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple App Store Sourced Application may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing. The following additional terms apply to any Apple App Store Sourced Application accessed through or downloaded from the Apple App Store:

• 您承認並同意：(a) 本合約僅在您和 Entrupy 之間締結，而非蘋果公司，且 (b) Entrupy 而非蘋果公司對 Apple App Store 來源應用程式及其內容全權負責。您對 Apple App Store 來源應用程式的使用必須符合 App Store 服務條款。
• 您承認蘋果公司沒有義務為 Apple App Store 來源應用程式提供任何維護和支援服務。
• 如果 Apple App Store 來源應用程式未能符合任何適用的保固，您可以通知蘋果公司，蘋果公司將向您退還 Apple App Store 來源應用程式的購買價格，並且在適用法律允許的最大範圍內，蘋果公司對 Apple App Store 來源應用程式不承擔任何其他保固義務。Entrupy 和蘋果公司之間的任何其他可歸因於任何未能符合任何保固的索賠、損失、負債、損害賠償、成本或費用，均應由 Entrupy 全權負責。
• 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, privacy, or similar legislation.
• 您與Entrupy承認，如果發生任何第三方主張蘋果App Store來源應用程式或您對該蘋果App Store來源應用程式的擁有及使用侵犯該第三方之智慧財產權，在Entrupy 與蘋果公司之間，Entrupy ，而非蘋果公司，將在本協議規定之範圍內，全權負責任何該等智慧財產侵權主張之調查、辯護、和解及解除。
• 您與Entrupy ，承認並同意蘋果公司及蘋果公司之子公司為本協議關於您授權蘋果App商店來源應用程式之第三人受益人，且於您接受本協議之條款與條件時，蘋果公司將有權 (且將被視為已接受權利) 對您作為本協議之第三人受益人強制執行本協議關於您授權蘋果App商店來源應用程式之條款與條件。
• 在不限制本合約任何其他條款的情況下，您在使用 Apple App Store 來源應用程式時必須遵守所有適用的第三方合約條款。
• Any questions, complaints, or claims with respect to the Apple App Store Sourced Application should be directed to Entrupy Inc. at [email protected].
• You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce’s Denied Persons List or Entity List. You also agree that you will not use the Apple App Store Sourced Application for any purposes prohibited by U.S. law, including the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons.

3.5 開源軟體 與本軟體一同提供的某些程式碼項目受「開放原始碼」或「自由軟體」授權 (「OSS」) 的約束。被授權人瞭解，除了本節及免責聲明和責任限制外，開放源碼軟體不受本協議的條款和條件約束。反之，每一項 OSS 皆依據該 OSS 隨附之授權條款授權。 3.6 項目資訊與報告 We own all information, data, and content generated or collected by the 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商標 在本條款期間內，根據本合約的條款和條件，我們授予您非獨佔、不可轉讓、不可再授權、可撤銷、免版稅的授權，以使用、展示和複製 Entrupy 商標，僅限於 (a) 在您使用、展示和分發證書以用於您的內部業務運營時，按證書上的顯示形式使用，不得修改，(b) 在 Entrupy 提供的任何行銷材料中，按此類行銷材料中的顯示形式使用，不得修改，以及 (c) 經 Entrupy 事先書面批准，在您的網站上推廣您對 Entrupy 服務的使用，前提是您不得暗示 Entrupy 對您或您的業務、產品或服務有任何合作夥伴關係或認可。我們不授予除本節明確授予的權利以外的任何 Entrupy 標記的權利。您承認我們對 Entrupy 商標的專有所有權，並同意因您使用 Entrupy 商標而產生的所有商譽將完全歸 Entrupy 所有。您同意不採取任何與此所有權不符的行動。您不得採用、使用或試圖註冊任何與 Entrupy 商標混淆相似或以創建與 Entrupy 商標組合標記的方式使用的任何商標、商號或服務標記。根據我們的要求，如果我們全權酌情決定認為此類使用不符合本合約或我們當時的商標使用政策和指南，您將修改或停止對 Entrupy 商標的任何使用。任何違反本節的行為，或未能充分遵守 Entrupy 關於修改或停止使用的要求（在每種情況下均由 Entrupy 全權酌情決定）均應被視為對本合約的重大違約。 3.8 更新

• 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 System or Software’s performance and will invalidate our support or indemnification obligations with respect to the System or Software.
• 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. SERVICES

4.1 Software Support

• 我們將盡商業上的合理努力及時解決軟體問題。有關軟體的問題，應透過電子郵件entrupy 向我們報告。本軟體所依賴之任何作業系統或其他軟體更新後，本公司將在合理範圍內盡最大努力修改本軟體，使其與該軟體之目前及最近的主要版本相容。我們沒有義務支援最新版本以外的軟體版本。您應在對您的任何可能影響 Entrupy 軟體、軟體開發套件或與您的行動應用程式或系統整合的軟體進行任何修改或更新前三十 (30) 天通知Entrupy。Entrupy 對您對您的軟體所做的任何影響 Entrupy 授權給您的任何軟體效能或使用的變更不承擔任何責任或義務。
• 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.

4.2 Hardware Support

• Entrupy has no obligation to provide support, maintenance, repair, replacement, or troubleshooting for any hardware (including any mobile device, camera, computer, peripheral, or other equipment) that you, your Customers, or your Users use to access, operate, or interact with the Software or System. You are solely responsible, at your own cost, for procuring, maintaining, and operating all such hardware, and you represent and warrant that any hardware used with the Software or System will: (a) be fit for its intended use with the Software or System; (b) meet the minimum technical specifications, compatibility standards, and other requirements made available by Entrupy from time to time located at Minimum Hardware; and (c) be safe to use with the Software or System and in good working condition, free from defects or conditions that could reasonably be expected to cause harm to persons, property, the Software, the System, or Entrupy’s networks or systems. Entrupy disclaims all liability arising out of or related to any hardware used with the Software or System, including any failure of such hardware to meet the foregoing requirements.

4.3 Contacting Support Support may be reached anytime via email at [email protected]. We will use commercially reasonable efforts to respond to such requests within one business day.  “Business day” means Monday through Friday, 9:00 AM to 5:00 PM Eastern Time or Japan Standard Time, excluding U.S. federal and Japanese public holidays, or as Entrupy may otherwise adjust from time to time.

5. YOUR RESPONSIBILITIES

5.1 System Access Only Users may access the System and Software. You will ensure that each User uses the System and Software in accordance with applicable laws and this Agreement. You are responsible for (a) all use of the 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 System or Software. We will not be liable for any loss or damage arising from you or your Users’ failure to safeguard access credentials. 5.2 Your Users You are solely responsible for any content that you or your Users provide Entrupy and/or create while using the Entrupy 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 System or Software. You are responsible and liable for all uses of the 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 System or Software and shall cause your Users to comply with such provisions. 5.3 Connectivity You and your Users are responsible for any network or internet connectivity required to access or use the System or Software. An internet connection is required to access the System’s cloud-based Software elements and to submit Images to the System for verification. We are not responsible for 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. 5.4 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 System or Software. 5.5 Non-disparagement 您同意並承諾在任何時候都不會向任何個人或實體或在任何公共論壇上作出、發表或傳達任何有關Entrupy 或其業務、或其任何員工、主管、以及現有和潛在客戶、供應商、投資者和其他相關第三方的誹謗或詆毀性言論、評論或陳述。

6. TERMS AND TERMINATION

6.1 Term 本協議在有效期內有效，除非根據本協議提前終止。 6.2 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 7.5. 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. 6.3 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. 6.4 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 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 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 6.4, 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. 6.5 Effect of Termination Upon termination of this Agreement by either Party: (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 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 6.3, we will refund any prepaid Subscription Fees for periods following the date of termination.  For the avoidance of doubt, should you decide to cancel your Subscription, you may continue to use the System until the end of the then-current Subscription Period pursuant to Section 6.2. 6.6 Survival Sections 1, 3.3, 3.6, 3.7, 5.2, 5.5, 6.5, 7.1, 7.2, 7.3, 8.1, 8.2, 9, 10, 11, and 12 will survive termination of this Agreement.

7. PAYMENTS

7.1 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. If applicable, 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 in advance on a monthly basis. 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. For the avoidance of doubt, in instances where the Order Form identifies Subscription Fees will be invoiced on an annual basis, the initial annual Subscription Fee will be invoiced on, or shortly after, the Subscription Start Date. Subsequent annual Subscription Fees will be invoiced on, or shortly after, the annual anniversary of the Subscription Start Date each calendar year.  Under any defined payment frequency, 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 you exceed your allotted usage of the System as specified in the Subscription. 7.2 Outstanding Balances Entrupy 保留對任何未支付、逾期未付的金額和/或付款不足收取服務費的權利。服務費相等於每月未付帳戶餘額的百分之一每件 （1.5％）或法律允許的最高金額，以較低者為準。被授權人將賠償Entrupy 追收逾期和/或不足付款的所有費用（包括律師費）。儘管有上述規定，您可以善意地對本協議下的發票金額提出爭議，但您必須及時向Entrupy 支付帳戶餘額中未善意爭議的部分，並在該金額到期日之前以書面形式通知Entrupy 有爭議的（各）金額，包括爭議的依據，並盡善意的努力盡快與Entrupy 解決爭議。 7.3 Taxes 費用及/或未付餘額不包含，且您應支付，所有與本系統相關，向任何一方徵收的銷售稅、使用稅、消費稅、加值稅及其他稅項（統稱「稅項」），但 Entrupy 淨收入的稅項除外。當適用法律要求 Entrupy 收取稅款時，稅款將加到費用及/或未付餘額中。 7.4 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/privacy and 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. 7.5 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, 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 6.3.

8. WARRANTY AND DISCLAIMER

8.1 Representations and Warranties by Licensee 您代表自己和您的使用者聲明並保證：

• 您具有簽訂和履行本協議的完全權力和授權，且代表您提交訂購單的人士已獲得正式授權和授權簽訂本協議；
• 您不得：(i) 在任何時候，未經 Entrupy 事先書面批准，修改或竄改 Entrupy 生成或提供的任何證書或其他報告，(ii) 向任何第三方使用、展示、分發或以其他方式表示任何證書已針對任何物品核發，而該物品是系統鑑定的物品以外的任何物品，且是該證書的標的，或 (iii) 以本協議允許以外的任何方式重製或使用任何證書，或重製、展示或以其他方式使用任何 Entrupy 標誌或品牌，或任何與其相似之物，包括但不限於以任何可能誤導購買者對物件的真偽或狀態之方式。
• 您對本系統和軟體的使用應遵守所有適用的法律、規則和法規；
• 您和您的使用者不得向系統或軟體提交任何虛假或誤導性的圖片或資料；包括但不限於進行或允許以下任何行為：
  1. 提交的商品之日期代碼、序號、尺寸標籤、盒標籤或與該商品相關的任何其他類似樣式識別碼經過竄改，
  2. 提交與系統鑑定的商品以外的任何商品之區域相關的圖片或資料，
  3. 試圖以，或
  4. 將Entrupy 或本系統或其任何部分用於從事偽造計畫（例如，以異常高之不明結果率表示）或未經授權之經銷計畫。

For the avoidance of doubt, a breach of this Section 8.1 shall be deemed a material breach. 8.2 Disclaimer THE 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.

9. 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 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 System or Software violates applicable law.

10. SYSTEM INFORMATION

We collect information and data related to performance of the 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 (including the training, development, validation, and improvement of machine learning and artificial intelligence models), to provide our services, and to operate, maintain, support, and improve the System, and is Entrupy’s property. Licensee hereby consents to Entrupy’s collection, use, storage, processing, and disclosure of Performance Data for the foregoing purposes and to the extent not owned by Entrupy, hereby grants to Entrupy a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to collect, access, use, reproduce, modify, create derivative works of, distribute, and otherwise exploit Performance Data (including aggregated or de-identified information derived from Licensee Output) for any lawful business purpose of Entrupy, including the purposes described in this Section 10. Licensee represents and warrants that it has all rights, consents, and authority necessary to grant the foregoing license.

11. LIABILITY

ENTRUPY 根據任何損害賠償理論，對於 (A) 任何業務損失、利潤損失、儲蓄損失、收入損失，或因本協議或本系統引起或與之相關的任何附帶、間接、特殊、懲罰性或後果性損害賠償，即使ENTRUPY 已被告知發生此類損害賠償的可能性，或 (B) 因本協議或本系統引起或與之相關的直接損害賠償超過您在引起索賠事件前六 (6) 個月內支付的費用，概不負責。

12. GENERAL PROVISIONS

12.1 Assignment 未經Entrupy事先書面同意，您不得轉讓本協議。任何違反前述規定的轉讓嘗試均為無效。本協議的條款對雙方及其各自的繼承人和允許的受讓人均具有約束力。Entrupy 可自由轉讓本協議。 12.2 Feedback 您特此授予Entrupy 無限制的、永久的、不可撤銷的、免版稅的、全球性的權利和許可，以使用您或您的用戶就本系統提供的所有反饋、建議、改進和建議（「反饋」），且您承認Entrupy 可自行決定使用反饋，而無需向您發出任何通知或承擔其他義務。 12.3 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 from time to time by modifying the web page found at  https://www.entrupy.com/terms-of-service/, indicating the date of any such updates, and emailing 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 Financial 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. 12.4 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. 12.5 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 Subscription Start 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. 12.6 Export Compliance Entrupy 系統或軟體可能受美國出口管制法律（包括《出口管制改革法案》及其相關法規）之規範。您不得直接或間接地將 Entrupy 系統或軟體出口、再出口或發布至任何法律、規則或法規禁止出口、再出口或發布的司法管轄區或國家，或使 Entrupy 系統或軟體可從該等司法管轄區或國家存取。在出口、再出口、發布或以其他方式使 Entrupy 系統或軟體在美國境外可用之前，您應遵守所有適用的聯邦法律、法規和規則，並完成所有要求的承諾（包括取得任何必要的出口許可或其他政府批准）。 12.7 Independent Contractors Entrupy 和被授權人為獨立承包商，本協議不構成雙方之間的合資企業、合夥關係、委託代理關係或僱傭關係。任何一方均無權代表另一方行事或約束另一方，亦不得向任何第三方表示其擁有此等權力。 12.8 No Third Party Beneficiaries 本協議僅為本協議雙方之利益而訂立。 12.9 Attribution Entrupy 可以在其網頁和標準行銷資料中將被授權人標示為客戶。 12.10 Severability 本協議之任何條款如經認定為無效或不可執行，應依適用法律盡可能接近地重新闡述，以反映原意。本協議中任何條款之無效或不可執行性，不影響其他條款之效力或可執行性。 12.11 Force Majeure 任何一方均不對因超出其合理控制範圍的原因（不包括付款義務），包括天災、地震、火災、洪水、禁運、災難、破壞、公用事業或傳輸故障、政府禁止或法規、國家緊急情況、暴動、騷亂或戰爭以及疫情等，而未能履行其義務負責，但該等原因無法透過採取應有的注意措施來減輕者除外。 12.12 Governing Law and Venue 本協議（包括其成立）應受紐約州法律管轄並依其解釋，不考慮可能導致不同結果之法律衝突規定。雙方同意，因本協議引起或與本協議相關之任何及所有訴訟因由，應專屬地提交至位於紐約州紐約郡的州法院和聯邦法院。 12.13 Waiver 任何一方當事人寬恕他方違反本協議之行為，不得視為該方寬恕任何其他或後續違反本協議之行為。 12.14 Headings and Interpretation 各標題僅供參考，並不影響雙方當事人之義務。凡於本文中使用，「may」意指「有權利但無義務」；「includes」及其變體意指「包括但不限於」；「days」意指日曆天數，惟應於週末或假日履行之義務，應於該週末或假日後之次一營業日履行。