Terms & Conditions
LAST MODIFIED: May 2021
IMPORTANT – PLEASE READ CAREFULLY THE TERMS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN ENTRUSTIENT, INC. (“COMPANY”) AND YOU FOR THE ACCOMPANYING SOFTWARE PRODUCT, WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED “ONLINE” OR ELECTRONIC DOCUMENTATION (THE “LICENSED SOFTWARE”). BY CLICKING ON THE “I AGREE” BUTTON, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND (2) YOU REPRESENT THAT YOU HAVE SUFFICIENT LEGAL CAPACITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH COMPANY OR ENTITY. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD CLICK ON THE “CANCEL” BUTTON TO DISCONTINUE THE DOWNLOAD OF THE LICENSED SOFTWARE.
- Subject to the terms and conditions of this Agreement, Company grants you a nontransferable, nonexclusive, royalty-free, and revocable limited license (without the right to sublicense) to install, use, execute and display the Licensed Software, in executable object code format only, solely for your own personal, non-commercial use on a single mobile device owned or otherwise controlled by you. Your acceptance of the release in Section 5 is preconditioned to the exercise of this license.
- The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Licensed Software or make the Licensed Software available to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Licensed Software; (c) you shall not access the Licensed Software in order to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Licensed Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (e) any future release, update, or other addition to functionality of the Licensed Software shall be subject to the terms of this Agreement, unless Company expressly states otherwise. Neither Company nor any of its suppliers is obligated to provide any services, updates or upgrades to the Licensed Software. You shall not remove any copyright or other proprietary rights notices in the Licensed Software and all copies thereof.
- All right, title, and interest, including all intellectual property rights, in and to the Licensed Software (including any and all copies thereof) shall be owned and retained by Company or its suppliers. Any rights not expressly granted by Company in the Agreement are reserved. You acknowledge that you acquire no ownership interest or implied license in the Licensed Software.
- Release by You. And you hereby release and absolutely discharge Company, its affiliates, subsidiaries, and its and their respective officers, directors, agents, representatives, shareholders, and employees of and from any and all claims, demands, damages, debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens, attorneys’ fees, actions and causes of action of every kind and nature whatever, arising out of or related to any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal information transmitted, stored or otherwise processed by a Database Provider or Verification Provider.
- DISCLAIMER OF WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN “AS-IS” BASIS. COMPANY PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE LICENSED SOFTWARE. COMPANY AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LICENSED SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DOWNLOAD OR THE MINIMUM WARRANTY PERIOD REQUIRED BY APPLICABLE LAW.
- LIMITATION OF REMEDIES AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF REVENUES AND LOSS OF PROFITS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE GREATER OF FIFTY DOLLARS ($50.00) OR THE AMOUNT PAID BY YOU FOR THE LICENSED SOFTWARE THAT CAUSED SUCH DAMAGE. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
- Basis of Bargain. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between Company and you. Company would not be able to provide the Licensed Software on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Company’s suppliers.
- Term and Termination. This Agreement and the licenses granted hereunder are effective on the date you download the Licensed Software and shall continue unless and until this Agreement is terminated by either party pursuant to this section. Company reserves the right to suspend or terminate this Agreement, your use of functionality of the Licensed Software, with or without cause, at any time, with or without notice. You may terminate this Agreement at any time, with or without cause, by discontinuing use of the Licensed Software and de-installing the Licensed Software from any and all devices owned or controlled by you. Upon termination, the following Sections of this Agreement will survive termination and remain in effect: 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, and 13.
- Company reserves the right to change the terms and conditions of this Agreement or its policies relating to the Licensed Software at any time. We will notify you of any material changes to this Agreement by sending you an e-mail to the last e-mail address you provided to us or by prominently posting notice of the changes on our website. Any material changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on our website. These changes will be effective immediately for new users of our Licensed Software. Please note that at all times you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. If you do not agree with the changes to this Agreement, you must notify us prior to the effective date of the changes that you wish to terminate your license to the Licensed Software. Continued use of the Licensed Software, following notice of such changes, shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- Third Party Software. The Licensed Software may contain third party software that requires notices and/or additional terms and conditions. By accepting this Agreement, you are also accepting such additional terms and conditions, if any, set forth therein. If you do not agree to such additional terms and conditions, you should not download, install, or use the Licensed Software. Certain items of independent, third-party code may be included in the Licensed Software that are subject to the GNU General Public License (“GPL”) or other open-source licenses (“Open Source Software”). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this Agreement restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
- The Licensed Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. You will indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section. Your obligations under this section shall survive the expiration or termination of this Agreement.
- Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the United States without regard to the conflict of laws provisions therein that would require the application of the laws of another jurisdiction. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in New York, with the sole venue in the courts located in New York and each party hereby submits to the personal jurisdiction of such courts, except that Company may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to you may be provided by email. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise expressly provided in this Agreement, any modifications of this Agreement must be in writing and agreed to by both parties.
- QUESTIONS OR ADDITIONAL INFORMATION.If you have questions regarding this Agreement, or wish to obtain additional information, please send an email to email@example.com .