Terms of Service ("Terms")

Last updated: January 1, 2020

Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the website (https://www.entromy.com/) or the Entromy solution platform (the “Service”) operated by Entromy (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.
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Entromy Services

‍Entromy will provide its customers with access to, and use of, the services described in the commercial agreement. You may require additional services at any time during the term by contacting our technical support team at info@entromy.com. Upon mutual agreement, the addendum will supplement these standard terms of service.We continuously strive to improve our services.

We continuously strive to improve our services. Entromy may modify its services at any time and we will endeavor to provide all our clients and partners with prior notice.
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Payment & Fees

Customers shall pay the applicable fees for the use of the Entromy service as noted in the commercial agreement. All pricing terms are confidential, and the parties agree not to disclose said pricing terms to any third party (excluding agents or current or potential investors on an as-needed basis).

Entromy charges and collects fees in advance for the use of its services. Customers should provide Entromy with complete and accurate billing and contact information including customer’s legal name, street address, e-mail address, and name and telephone number of an authorized billing contact.

Entromy Technology & Cloud Hosting

‍Entromy is taking careful security measures by hosting its application software with a reputable third party (Amazon AWS) to ensure credibility and confidentiality. Customer acknowledges that the service is hosted by Amazon AWS, but Entromy may choose to use some other provider at any time. Customer’s use of the service shall be subject to any applicable restrictions of the cloud provider (Amazon AWS) available at https://aws.amazon.com/privacy/.

There may be storage associated with the hosted service. Entromy reserves the right to charge for additional shortage or overage fees at the rates specified on the commercial agreement.

Intellectual Property Rights

‍All title to and rights and interests of the Entromy products or services are the exclusive proprietary property of Entromy. Entromy is the exclusive owner of all copyright, trademark, patent and other intellectual property, all goodwill associated therewith, and any derivative work thereof. However, our customers retain all ownership and intellectual ownership rights to their data. Entromy does not claim any ownership over any customer data.

Customers grant Entromy a perpetual worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise exploit customer data for the limited purposes of:

• Providing or improving the services and value delivery to our clients as contemplated by the commercial agreement; and
• Creating de-identified benchmark data and trends

Entromy may continue using the de-identified aggregated benchmark data derived from Customer Data even after the customer decides to stop using Entromy services. Also, this extends to any third parties that Entromy works with to the extent necessary to provide the necessary services to the customer.

‍In order to ensure compliance with legal obligations, Entromy may be required to review certain content submitted by the client to determine whether it is illegal or whether it violates the commercial agreement. We may modify, prevent access to, delete, or refuse to display content that we believe violates the law or this terms of service.

Entromy may identify a customer (by name and logo) in promotional materials or during promotional events. If you do not want your name and/or logo to be used in this way, please contact us at info@entomy.com.

Nothing in these terms or commercial agreement grants our customers ownership of the services (other than customer data). This document does not grant our customers any right to use any Entromy trademarks or other intellectual property rights contained in our brand identity.

‍Entromy Responsibilities and Warranties

‍1. Entromy will provide technical support, onboarding materials and access to training in accordance with the commercial agreement.
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2. Entromy shall provide all services in accordance with the schedule agreed upon in the applicable commercial agreement.

3. Entromy may use third-party providers in order to deliver portions of the services. Entromy warrants that it will cause any such third-parties to be bound by the confidentiality provisions of this terms of service and that the quality of any services provided by third parties will meet or exceed the standards set forth in this document and the commercial agreement.

Customer Obligations

Customers must use the service in compliance with, and only as permitted by, applicable law. If their use of the service requires to comply with industry-specific regulations applicable to such use, they will be solely responsible for such compliance, unless Entromy has agreed with them otherwise. As a customer you must ensure that you and your users do not:

1. Misuse the service by interfering with its normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;

2. Impersonate any other person or entity.

3. Attempt to damage, deny service to, hack, reverse engineer, or otherwise interfere with the service in any manner.

Privacy and Security

Customers must ensure that all authorized users keep their user IDs and passwords for the hosted services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. Concerned individuals are responsible for any and all actions taken using their accounts and passwords, and they agree to immediately notify Entromy of any unauthorized use of which become aware.

Entromy implements security procedures to help protect the data from security attacks. However, our customers should understand that the use of the hosted services necessarily involves transmission of data over networks that are not owned, operated or controlled by us, and we are not responsible for data modification, storage, or loss across such networks. We cannot guarantee that our security procedures will be error-free but we will do our best in keeping our customers’ data secure from any attacks.

Confidentiality

Entromy implements security procedures to help protect the data from security attacks. However, our customers should understand that the use of the hosted services necessarily involves transmission of data over networks that are not owned, operated or controlled by us, and we are not responsible for data modification, storage, or loss across such networks. We cannot guarantee that our security procedures will be error-free but we will do our best in keeping our customers’ data secure from any attacks.

Confidential information includes (a) whose confidential nature has been made known by Entromy or client or (b) which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure (c) has been marked as proprietary or confidential.

Confidential information does not include any information that (a) is already known to the recipient at the time of the disclosure (b) is or becomes publicly known through no wrongful act or failure of recipient (c) is independently developed by recipient without benefit of the other party’s confidential information.

Each party must (a) protect the confidential information using commercially reasonable efforts (b) not disclose confidential information, except to employees, directors, contractors, agents and professional advisors who agreed to keep it confidential (c) use the confidential information to exercise its rights and obligations (d) not use, sublicense, sell, redistribute, or disclose to any third party such confidential information, except as may be required by law or court order.

Limitations & Indemnity Provisions

In no event shall Entromy or their respective directors, officers, employees, servants or agents be liable for any direct, indirect, punitive, incidental, special or consequential damages whatsoever, including damages resulting from mistakes, omissions, interruptions, destruction, delays in operation or transmission, loss in profits, loss of use or data, or costs of cover, arising out of or in any way connected with this agreement, whether based on contract, tort, strict liability or any other legal theory, even if Entromy has been advised of the possibility of such damages, including damages arising out of (a) the use or performance of, the delay in providing, the failure to provide, or the inability to use, the service, or (b) any information, software, products or service contained in or available through the service, including information, software, products and service made available by other users of the service.

User specifically agrees that Entromy and their respective directors, officers, employees, servants and agents shall not be liable for: (a) unauthorized access to or alteration of any transmissions or data, any material or data sent or received or not sent or not received, or in reliance upon any information obtained through the use of the service (b) any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of a third party’s rights, including intellectual property rights; or (c) any content sent using, or included in, the service by any third party.

If user is dissatisfied with any portion of the service, user’s sole and exclusive remedy is to terminate this agreement and discontinue using the service.

In the event that, notwithstanding the foregoing exclusions of liability, Entromy or any of their respective directors, officers, employees, servants or agents is liable to user for any amounts under this agreement under any theory of recovery, whether based on contract, tort, strict liability or otherwise, Entromy's (or such director’s, officer’s, employee’s, servant’s or agent’s, as applicable) total liability in respect of such amounts shall not exceed the amounts actually received by Entromy from user under this agreement.

In the event that, notwithstanding the foregoing exclusions of liability, Entromy or any of their respective directors, officers, employees, servants or agents is liable to user for any amounts under this agreement under any theory of recovery, whether based on contract, tort, strict liability or otherwise, Entromy (or such director’s, officer’s, employee’s, servant’s or agent’s, as applicable) total liability in respect of such amounts shall not exceed the amounts actually received by Entromy from user under this agreement.

Errata & Revisions

The materials appearing on Entromy’s service could include technical, typographical, or photographic errors. Entromy does not warrant that any of the materials are accurate, complete, or current. Please understand that we are still under development and our service may contain errors or bugs.

We reserve the right, at our sole discretion, to modify or replace these Terms or the materials contained on our website/service at any time. Entromy does not, however, make any commitment to update the materials. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you may stop using the Service.

Governing Law

These Terms shall be governed and construed in accordance with the laws of Massachusetts, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
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Contact Us

If you have any questions about these Terms, please contact us at info@entromy.com.