Acceptance of Terms

By accessing or using Entropya products, you agree to be bound by this End User License Agreement (EULA) and the contained Terms and Conditions. Use constitutes affirmative acceptance.

1. Parties to the Agreement

This Agreement is a legal contract between Entropya and the end user customer identified in an order form (“Customer”). In case Customer acquires the Products and Services via an Authorized Partner, this Agreement does not affect the contractual and business relationship between Customer and the relevant Authorized Partner. The terms of this Agreement apply independently in the relationship between Entropya and Customer. Each party represents and warrants that they have the authority to enter into this binding Agreement and doing so does not conflict with any other agreements to which they are a party.

2. Software License

(a) License Grant. Software is licensed by Entropya to the Customer only in accordance with the terms of this agreement. Subject to Customer’s continuous compliance with this agreement and payment of the applicable license fees, Entropya grants Customer a non-exclusive, non-transferable and limited license to install and use the Software (a) during the term of such license as defined below (“License Term”), and (b) in a manner consistent with the terms of this Agreement. Nothing in this Agreement grants, or is intended to grant, to the Customer any ownership or other interest in the Products other than the right to use the Products in accordance with the terms of this Agreement.

(b) Output Files. An “Output File” is any communication or content resulting from Customer’s use of the Products and Services (e.g. messages sent or files transmitted via the Products and Services). Output Files may be used, disclosed, and distributed by Customer without restriction. However, such use, disclosure, or distribution shall not grant, and does not grant to the recipient any rights in, or access to, the Products and Services.

(c) Images. Images of a graphical user interface displayed on a computer screen, and a copies of such images, may be distributed only for purposes of publishing, presenting, or teaching and then only with Entropya’s prior written authorization, and accompanied by adequate written notice to the recipients that the image is from a proprietary product developed and owned by Entropya, which is protected under applicable intellectual property laws, and Entropya’s rights are not waived. 

(d) Evaluation Software. The Products and Services, or portions of these, that are provided for “evaluation purposes” or other similar designation free of charge (“Evaluation Software”) may be installed and used on supported computers during the License Term for demonstration, evaluation, and training purposes only, and only if any output files or other materials produced through such use are used only for internal, non- commercial, and non-production purposes. ACCESS TO AND USE OF ANY OUTPUT FILES CREATED WITH SUCH EVALUATION SOFTWARE FOR OTHER PURPOSES IS ENTIRELY AT CUSTOMER’S OWN RISK.

(e) Documentation Copies. Customer may make copies of the Documentation for its own internal use in connection with use of the Products and Services in accordance with this Agreement, but no more than the amount reasonably necessary.

(f) Supported Computer Registration. Customer shall provide hardware MAC addresses and IP addresses as appropriate to register the specific supported computer(s). The Customer may reregister a license on different hardware at no charge provided that the Customer has no outstanding balance with Entropya. Requests for additional re-registration may incur additional fees. 

3. Customer Acknowledgements and Obligations

Customer agrees to the following:

(a) Requirements and Environment. Customer acknowledges and agrees that: (i) Customer has assessed its data protection needs, network environment and the technical specifications and cost of each of the Products and Services; (ii) Customer is solely responsible for making the appropriate selection of the Products and Services; (iii) Customer is solely responsible for ensuring that Customer complies with the applicable Requirements and Restrictions; and (iv) Customer is solely responsible for ensuring that Customer maintains and operates the information technology infrastructure from which the applicable Products and Services are accessible (collectively, the “Customer Environment”). 

(b) Customer Content. The Products and Services include functionality that enables Customer and its authorized users to communicate, copy, maintain, sync, transfer and upload data, text, graphics, photos, videos, presentations and other materials or information (“Customer Content”) pursuant to the terms of this Agreement, including the Requirements and Restrictions. Customer represents and warrants that its Customer Content and Customer’s, and its authorized user’s, use of the Entropya website, Products and Services, and the technology related thereto, shall not (i) interfere with the proper working of the Products and Services or impose an unreasonably large load on Entropya’s infrastructure; (ii) give rise to civil or criminal liability, e.g. defamatory, threatening, pornographic, indecent, abusive, libelous or otherwise objectionable actions; (iii) violate or infringe upon any law, regulation or third party right, including any intellectual property right or right of privacy, or that abuses, harasses or stalks any other person; or (iv) initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware.

(c) User Restrictions on Intellectual Property. The Products and Services, including Software licenses are the intellectual property of and are owned by Entropya. The structure, organization, and source code of the Products and Services are the valuable trade secrets and confidential information of Entropya. Customer acknowledges and agrees that it shall not, and shall ensure its authorized users do not: 

​(i) access or use the Products and Services in any manner or for any purpose other than expressly permitted by the Documentation; (ii) change, modify or otherwise create derivative works of all or any portion of the Products and Services; (iii) modify, disassemble, decompile or reverse engineer any part of the Products and Services or apply any other process or procedure to derive source code of any software included in the Products and Services (except solely to the extent permitted by applicable law); (iv) access or use the Products and Services in a way intended to avoid exceeding usage limits orquotas; (v) use the Products and Services in order to build a similar or competitive application or service; (vi) remove, tamper with or alter any disabling mechanism or circumvent any technical protection measures associated with the Products and Services, or otherwise use any tool to enable features or functionalities that are otherwise disabled in the Products and Services; (vii) resell or sublicense the Products and Services (except as solely to the extent permitted by applicable law); (viii) remove or alter any proprietary notices (e.g., copyright and trademark notices) pertaining to the Products and Services; or (ix) install any more than the limited number of copies authorized herein.

(d) Changes to Products and Services. Entropya may periodically provide updates or upgrades to the Products and Services. Entropya shall notify Customer of the need to update or upgrade the Products and Services and potential risks when not upgrading or updating the Products and Services and after such notification Customer is solely responsible for applying upgrades and/or updates that Entropya makes available. Where applicable, Customer will grant Entropya access to its device, permitting such updates/upgrades to take place. Customer acknowledges and agrees that Entropya may, at any time and without notice to Customer, discontinue, suspend or modify (i) the Products and Services, (ii) any functionality or feature of the Product and Services or (iii) the availability of the Products and Services on any particular device or hardware; subject to: (a) Customer’s right to terminate this Agreement if such changes render the Products and Services incapable of delivering Customer’s requirements; and (b) Entropya’s obligation to continue performance of the contractual relationship until termination or expiration in accordance with this agreement takes effect. 

(e) Warranty. Entropya warrants that (a) it is the owner of or has sufficient rights to the Products (Software), (b) it has the right to enter into this Agreement, and (c) performance of its obligations under this agreement shall not be unlawful, or in violation of any other contract entered into by Entropya. Except as otherwise stated in a separate agreement between Entropya and Customer, Entropya warrants that the Products and Services, as originally delivered and unaltered, shall operate during the License Term as specified in the then effective Documentation, provided that the Products and Services are used as directed on supported equipment. Entropya does not warrant that the operation of the Products and Services in accordance with the Documentation shall meet any particular needs or requirements imposed or created by the Customer. Entropya is not responsible for problems resulting from operator error, machine malfunction, or the modification by Customer or third-party of the Products and Services. In case of a defect of the Products and Services, Customer has to notify Entropya accordingly without undue delay and provide respective documentation to enable Entropya to reproduce and assess the defect. Entropya will in case of such notification at its sole discretion either remedy the defect or provide to Customer a defect-free Product/Service. Where the remedy of the defect is not successful or not possible, Customer may at its sole discretion reasonably reduce the applicable license fee for the defective Product/Service or withdraw from the Order and the Agreement in accordance with applicable laws. The right to request compensation of incurred damages in accordance with Section 14 remains unaffected. 

(f) Law Enforcement. If Entropya reasonably suspects that a Customer has used Products and Services for an unauthorized, illegal or criminal purpose, or law enforcement requests access to an investigative demand or warrant, Entropya may share information about Customer, and any of its transactions with law enforcement; subject to providing Customer with notice of and a reasonable opportunity to cooperate with such investigation, where permitted under applicable laws.

5. Term and Termination

(a) License Term. The initial length of time that Customer is authorized to use any Product or Service will be as set forth in the applicable Order Form (the “Initial Term”). The Initial Term will automatically renew (each, a “Renewal Term”) unless either party provides the other party notice of its intent to terminate the Renewal Term observing a 2 months’ notice period. All renewable services exclude the hardware, which is purchased by the Customer with their initial order. Collectively, the Initial Term and any Renewal Term(s) are referred to as the “License Term”. Renewal Term is identified in the Order Form, as a “Yearly or Yr.” service and the Renewal Term will be the same length of time as the Initial Term and typically constitutes a 12-month, yearly period of time unless otherwise agreed in the Order Form. Notice of any termination under Section 8(a), 8(b) or 8(c) of this Agreement by Customer may be given by email to [[email protected]]. If Customer has acquired the rights to the Products and Services through an Authorized Partner and the Authorized Partner Agreement with Entropya is terminated or expires for any reason, Entropya may make a new commercial offer to Customer for continued use of the Products or Services. If Entropya and Customer do not enter into a respective agreement, this Agreement shall also terminate upon the end of the then current license term agreed with the Authorized Partner without renewal being possible.

(b) Termination for Material Breach. Each party may terminate any Order Form and this Agreement at its discretion, effective immediately upon written notice, if the other party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving written notice. Entropya will continue performance until the termination takes effect. 

(c) Termination Upon Deterioration of Assets. Entropya may, at its option, terminate any Order Form and this Agreement immediately upon written notice to Customer, in the event: (i) Customer suffers a material deterioration of assets which indicate that Customer will not be able to properly perform its obligations under this Agreement ; (ii) Customer discontinues its business. 

(d) Suspension. Entropya may, at any time temporarily suspend access to any Product or Service for one or all of Customer’s authorized users, including but not limited to, the following reasons: (i) a threat to the security or integrity of the Products and Services; (ii) Customer has materially breached this Agreement or (iii) any amount due under this Agreement is not received by Entropya within fifteen (15) days after it was due. Entropya will continue performance after the suspension. 

(e) Effects of Termination. Upon termination or expiration of an Order Form or this Agreement for any reason: (i) any amounts owed to Entropya before such termination or expiration will become immediately due and payable; (ii) all license and access rights granted will immediately cease; (iii) access to applicable Services will immediately cease, (iv) Customer shall delete all copies of Entropya software from its computers, storage media, etc. and destroy or return to Entropya all Documentation; and (v) if Customer’s subscription included Hardware, Customer will return the Hardware. Those provisions of this Agreement that by their nature are intended to survive termination or expiration of an Order Form or this Agreement shall so survive.

4. Fees and Payments

(a) Fees. Customer agrees to pay to Entropya all fixed and variable-usage fees (if any) (collectively, the “Fees”) listed on the applicable Order Form. Payment is due within 30 days of receipt, unless otherwise agreed upon in advance. Any license granted under this Agreement is conditioned upon full and timely payment of all due Fees. 

Unless otherwise indicated in the applicable Order Form, all Fees exclude sales, use, value-add and similar taxes (collectively, “Sales and Use Taxes”), import tariffs, and shipping and handling fees, which shall be the responsibility of the Customer. Any portion of the Fees that is not paid when due will accrue interest at 9 percentage points above the basic interest rate from the due date until paid. Customer shall pay the Fees without offset, unless the respective counter claim of the Customer is not disputed or has been bindingly awarded by competent court. 

(b) Customer Order Forms. Customer purchases a license to the Product or Service by: (a) executing an Order Form directly with Entropya or (b) purchasing a Product or Service by executing an Order Form through a third party that is authorized to resell the Products and Services to end customers (each such entity, including managed service providers, an “Authorized Partner”). The Entropya document, in either electronic or paper form, that establishes the Products and Services purchased, the Fees (if any) to be paid, any special Restrictions and other material business terms is called an “Order Form.” In case the Customer acquires the rights to use the Products and Services through an Authorized Partner by separate agreement at Authorized Partner’s business terms, this Agreement does not affect the contractual or business relationship between Customer and the relevant Authorized Partner. The terms of this Agreement apply independently in relationship between Entropya and Customer.. Customer acknowledges that any Authorized Partner is an independent contractor and not acting on behalf of Entropya, except when providing this Agreement to Customer. 

(c) Credit History. Acceptance of any Order Form received directly from the Customer by Entropya and applicability of Entropya’s standard payment terms are subject to Entropya’s review of Customer’s credit history and rating. Upon notice by Entropya, Customer will, if necessary, grant consent to collect such information from trustworthy credit rating agencies or request himself a current excerpt and provide it to Entropya. If a Customer’s credit history does not meet Entropya’s acceptance criteria, Entropya may (i) deny Customer’s Order Form or (ii) require Customer to make deposits and up-front payments until an acceptable credit history is established. 

(d) Payment and Credit Cards. From time to time, Customer’s may choose to pay for their order by credit card to Entropya, if applicable. Entropya utilizes a third party to process credit card payments on Entropya’s behalf (“Payment Provider”). Customer agrees to provide the Payment Provider with a valid credit card (Visa, MasterCard or any other branded credit card accepted by Entropya) as a condition to such transactions. Payment Provider’s policies govern the processing of Customer’s payment, and Customer must refer to those policies and not this Agreement to determine Customer rights and liabilities. By providing Customer’s credit card number and associated payment information, Customer authorizes Entropya, through Entropya’s Payment Provider, to immediately charge the Fees to the credit card that is associated with the Customer (the “Card-on-File”) for the Initial Term and any Renewal Term. Customer hereby authorizes the Payment Provider to store Customer’s credit card information unless Customer otherwise notifies Entropya or its Payment Provider. 

(e) Yearly Renewals.

​(i) Charges for Renewing Yearly Services. If Customer purchases or renews Products and Services directly from Entropya provided on a yearly basis (a “Yearly Service”), Customer shall be billed renewal Fees on the first day of the Renewal Term and such Fees may be different than the initial yearly Fee (if such a change of the Fees is communicated to Customer within 3 months from taking effect). If Customer cancels a Yearly Service (as provided in Section 8, below), Customer will continue to have access to that Service through the end of the then-current Subscription Term, but Customer will not be entitled to a refund or credit for any Fees already due or paid.

​(ii) Maintenance of Card-On-File. If Customer makes a purchase via credit card, Customer agrees to notify the Payment Provider of any changes required to keep Customer’s Cardon-File information current and accurate. Customer’s failure to maintain its Card-On-File may result in an interruption of Customer’s use of the Products and Services.

6. Security

Entropya has implemented administrative, physical and technical safeguards designed to secure Customer account information from accidental loss and unauthorized access, use, alteration or disclosure. To secure the enterprise IT environment, Entropya has selected the cybersecurity framework published by the National Institute of Standards and Technology (NIST) Special Publication 800.53, Security and Privacy Controls for Federal Information Systems and Organizations (https://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r5.pdf) (Revision 5) from the NIST Computer Security Resource Center (https://csrc.nist.gov/publications/sp), as the minimum security controls for all Entropya IT.

7. Proprietary Rights

(a) Reservation of Rights. As between the parties, Customer acknowledges and agrees that the software, code, hardware, trademarks, trade secrets, proprietary methods, and systems used to provide the Products and Services (“Entropya Technology”) and the content provided by Entropya through the Products and Services, including all text, graphics, images and the look and feel of such Products and Services (collectively “Entropya Content”) are owned by or licensed to Entropya, including all intellectual property rights therein. Nothing in this Agreement or any of the Documentation shall be considered an assignment or other transfer of ownership in and to the Entropya Technology or the Entropya Content to Customer, either expressly, or by implication, estoppel, or otherwise. Other than the authorizations or licenses as may be conferred or granted by Entropya to Customer expressly in this Agreement or any of the Documentation, Entropya reserves all right, title and interest in and to Entropya Products and Services, Entropya Technology and Entropya Content. 

(b) Professional Services; Managed Services. The Products and Services do not include any professional or managed services, changes, upgrades, updates, improvements or other modifications to the Products and Services, Entropya’s Technology and Entropya’s Content, except where delivered as rectification of errors or defects. Any such services shall be governed by separate agreement. 

(c) Support and Continuous Development. Entropya will provide Customer with reasonable technical support during the License Term. Entropya may develop and provide ongoing innovation to the Products and Services in the form of new features, functionality, and efficiencies. In the event Entropya adds new features or functionality (collectively, “Functionality”) to a particular Product or Service, Entropya may offer the Functionality to Customer at no additional charge or, if Entropya generally charges customers for such functionality, Entropya may condition Customer’s use of the Functionality on the payment of additional Fees. 

(d) Feedback. In the course of using the Products and Services, Customer or authorized users may provide to Entropya reports, comments, suggestions or ideas relating the Products and Services (“Feedback”). Entropya shall have no obligation to incorporate Feedback into any Product or Service, and Customer shall have no obligation to provide Feedback. Entropya shall have no obligation to treat such Feedback as Customer’s confidential or trade secret information. Customer grants Entropya a world-wide, non-exclusive, irrevocable, perpetual, royalty-free and fully paid-up right and license to use, profit from, disclose, publish, or otherwise exploit any Feedback. Without limiting the generality of the foregoing, Customer agrees that its provision of Feedback does not give it any intellectual property or any other right, title, or interest in or to any aspects of the Products and Services, even if such Feedback leads Entropya to create new Products or Services. No representations, warranties, or indemnities as may be granted by either party to the other under this Agreement or the Documents shall apply to Feedback. 

(e) Open-Source Software. The Products and Services may contain redistributables, agents or other code resident on Customer’s devices that includes open-source software not owned by Entropya. Such open-source software may be subject to certain additional license terms which will in such case be provided by Entropya to Customer.

8. Infringement Indemnification

Entropya shall indemnify the Customer against and defend any third party claim, suit or proceeding (including paying any settlement amounts agreed by Entropya or damages awarded by a court of final jurisdiction) with respect to claims that the Products and Services infringe a third party’s intellectual property right; provided, however, that Customer shall notify Entropya in writing within thirty days of becoming aware of the claim, suit or proceeding and that Customer grants Entropya the right to control the dispute or lawsuit (to the extent permitted by applicable law). Customer may choose to be represented by counsel at own expense. Customer shall provide reasonable assistance requested by Entropya in the defense of any claim. Entropya shall reimburse Customer for reasonable out of pocket expenses incurred in providing such assistance. Customer shall immediately, upon notice of a claim and Entropya’s respective instruction, discontinue access to and use of the Software that is the subject of the claim of infringement. Entropya shall have no obligation to defend or indemnify Customer against a claim of infringement of intellectual property rights if such claim is based upon modifications made to the Products and Services by the Customer or a third party without Entropya’s consent; operation, use or combination of the Products and Services with materials not supplied by Entropya; or, if a claim of infringement could have been avoided by the use of a subsequent version or release. In the event the Products and Services are held or determined by Entropya to infringe third party intellectual property rights, Entropya shall have the option, at its expense, to (i) modify the Products and Services to be non-infringing; (ii) obtain for Customer the right to continue to use the Products and Services; or (iii) terminate the license for the infringing Products and Services and refund to the Customer the Fees already paid for the remaining part of the then current License Term. 

9. Audits

Customer acknowledges and agrees Entropya shall have the right to audit Customer records upon reasonable written notice in order to ensure compliance with the terms of this Agreement. Audits may be conducted by Entropya personnel or by an independent third-party auditor appointed by Entropya and sworn to secrecy. Customer shall grant Entropya and/or an independent third-party auditor appointed by Entropya reasonable access to its personnel, records and facilities during normal business hours for such purpose. In the event that results of the audit indicate that Customer has underpaid any Fees, Entropya will deliver to Customer an invoice and Customer agrees to pay the applicable amount within thirty (30) days of receipt of the applicable invoice. Entropya will pay for the cost of the audit unless the audit reveals a discrepancy between the amount owed and the amount previously paid of more than five percent (5%) of the previously paid amount, in which case Customer will reimburse Entropya for the reasonable costs of the audit. 

10. Specific Disclaimers

(a) CUSTOMER ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR THE SECURITY OF CUSTOMER'S DATA. 

(b) CUSTOMER’S ACCESS TO AND USE OF THE PRODUCTS AND SERVICES ARE AT ITS SOLE DISCRETION AND RISK AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S DEVICE OR ENVIRONMENT, ANY HARDWARE PROVIDED AS PART OF THE PRODUCTS AND SERVICES, AND THE LOSS OR DAMAGE OF CUSTOMER’S CUSTOMER DATA. 

(c) CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE BACKING UP AND RECOVERY OF ALL CUSTOMER DATA. 

(d) CUSTOMER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF THE CUSTOMER’S DATA, CONTENT, DEVICES AND ANY HARDWARE PROVIDED AS PART OF THE PRODUCTS AND SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT ENTROPYA SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM CUSTOMER’S FAILURE TO CRITICAL COMMUNICATION ABOUT THE PRODUCTS AND SERVICES.

11. Limitation of Liability

(a) Unlimited Liability. Entropya shall only be liable in accordance with applicable laws in case of damages (i) caused by intent or gross negligence of Entropya, its legal representatives or vicarious agents, (ii) to life, body and health caused at least negligently by Entropya, its legal representatives or vicarious agents, (iii) covered by a guarantee given by that party. Statutory liability is also not limited in case of a fraudulent concealment of a defect and under mandatory product liability provisions. 

(b) Limited Liability. In case the Customers suffers a damage caused by an at least negligent breach of Entropya’s material contractual obligations (i.e. such obligations which must be fulfilled to ensure the due performance of the Agreement, the breach of which would jeopardize the contractual purpose and the compliance with which the Customer can reasonably rely on) Entropya’s liability is limited to an amount equaling the damages typically foreseeable at the time of contract conclusion. 

(c) Excluded Liability. In all other cases the liability of both parties is excluded.

(d) Capped Liability. Subject to applicable mandatory laws and the above provisions in this Agreement, Entropya shall in no event be liable for an amount exceeding the current annual Fees paid by Customer to Entropya.

12. Indemnity

(a) Customer will indemnify, defend and hold Entropya (and its processors, respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity against Entropya that arises out of or relates to: (a) any actual or alleged breach of Customer’s representations, warranties or obligations set forth in this Agreement; (b) Customer’s wrongful or improper use of the Products and Services; (c) Customer’s violation of any third party’s rights, including without limitation, any right of privacy, publicity rights or intellectual property rights; (d) Customer’s violation of any applicable law, rule or regulation; (e) any other party’s access and/or use of the Products or Services using Customer’s access credentials or the access credentials of any of Customer’s authorized users; and (f) use of Customer Content. To the extent permitted by applicable law, Entropya reserves the right but not the obligation, at its own expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Entropya and Customer agrees to cooperate with Entropya in such case. Customer agrees not to settle any matter without Entropya’s prior written consent. Entropya will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.

13. Export Controls and Trade Sanctions Compliance

Customer’s use of the Products and Services is subject to compliance with United States and other applicable export control and trade sanctions laws, rules and regulations, including without limitation, the U.S. Export Administration Regulations, administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and U.S. trade sanctions, administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and including, without limitation, the Swiss Goods Control Act (Güterkontrollgesetz “GKG”), the Swiss Goods Control Ordinance (Güterkontrollverordnung “GKV”), the Swiss Embargo Act and other Swiss laws and regulations, and including, without limitation, applicable EU laws, rules and regulations, including the national implementation by the respective Member States, e.g., Regulation (EU) 2021/821 (“Dual Use Regulation”) (collectively, “Export Control Laws”). Customer will not export, re-export, make available, make available for download or otherwise transmit the Products and Services, or technical data relating thereto, in violation of any applicable Export Control Laws. In particular, Customer acknowledges that the Products and Services, or any part thereof, may not be exported, transmitted, or re-exported to, or otherwise used in: (a) any country subject to a U.S. embargo or comprehensive trade sanctions or that has been designated a state sponsor of terrorism by the U.S. Government or are subject to sanctions according to a sanctioning act by the EU or under the Swiss Embargo legislation and/or regulation (“Sanctioned Countries”); or (b) anyone identified on any U.S. Government restricted party lists (including without limitation, the Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List, and Foreign Sanctions Evaders List, administered by OFAC, and the Entity List, Denied Persons List, and Unverified List administered by BIS), anyone identified by the Swiss government (e.g., any sanctioned party in accordance with the Swiss Embargo Act or its implementation regulations) or anyone identified by the EU as addressee of sanctions (collectively, “Restricted Party Lists”). Customer represents and warrants that it is not located in any Sanctioned Country or on any Restricted Party List. Customer acknowledges that the Products and Services may not be available in all jurisdictions and that Customer is solely responsible for complying with applicable Export Control Laws related to the manner in which Customer chooses to use the Products and Services, including Customer’s transfer and processing of the Customer Content and the region in which any of the foregoing occur. If the Customer during the Term becomes (i) subject to a Sanctioned Country or a Restricted Party List, or (ii) delivery of the Products to it otherwise results in a breach of applicable export control laws, Customer shall inform Entropya promptly. If Customer is or becomes subject to a Sanctioned Country or a Restricted Party List, has breached any applicable export control or if the use by Customer of the Products constitutes a breach of export control laws, Entropya is entitled to terminate this Agreement with immediate effect and is entitled to request the return or deletion of all Products provided to the Customer.

14. Governing Law

This Agreement and any dispute arising hereunder will be governed by the laws of Switzerland. Where the Customer does not act as a consumer under applicable law, all claims and disputes arising out of or relating to the Agreement are subject to the exclusive jurisdiction of the regular courts of Zurich, Switzerland.

15. Governing Language

Customer acknowledges that any translation of the English language version of this Agreement or any portion thereof is provided for convenience only, and that the English language version will take precedence over the translation in the event of any conflicts arising from translation.

16. Electronic Communications

Customer acknowledges that Entropya shall communicate with Customer electronically using the contact email address provided by Customer. It is the Customer’s responsibility to keep its contact email address current for notice purposes. For contractual purposes, Customer (a) consents to receive communications from Entropya in an electronic form and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Entropya provides to Customer electronically shall have the same effect as if they were made in writing. 

17. Changes in this Agreement

Except for changes which have a material negative effect on the Customer, Entropya may amend the Agreement, any Product and Service specific terms, or the Documentation, at any time in its sole discretion, by providing the revised version to Customer (each, a “Revised Version”) at least thirty (30) days before taking effect. The Revised Version will be effective as indicated in the notification. Customer may object to such changes in case of documented concerns until the change takes effect. In this case the change does not take effect but Entropya has an extraordinary termination right if provision of the Products and Services is not reasonably possible under the old regime. If the Customer does not object in due time, the continued performance of the Agreement is considered acceptance of the change. 

18. Assignment

This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by either party and any attempted transfer or assignment will be null and void, unless the other party can provide no legitimate interest in the exclusion of assignment of a right granted under this Agreement; Notwithstanding the above, Entropya may assign this Agreement to any person or entity that is an affiliate, or acquires by sale, merger or otherwise, all, substantially all or a portion of Entropya’s assets, stock or business. If another entity merges with or acquires Entropya, or all, substantially all or a portion of Entropya’s assets, stock or business Customer agrees that Customer’s encrypted stored data and information that Entropya has collected from Customer, including personally identifiable information, may, and Customer consents to, the secure transfer of such information to such successor or assignee. 

19. Force Majeure

Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party. The affected party will use reasonable efforts, under the circumstances, to minimize the effects of such event, notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

20. Other Provisions

This Agreement and the Documentation are a complete statement of the agreement between Customer and Entropya regarding the Products and Services, and the matters covered in this Agreement. Customer acknowledges and agrees there are no third-party beneficiaries to this Agreement. If any provision of the Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. The parties will endeavor to replace the invalid or unenforceable provision with a valid and enforceable provision best reflecting the commercial intention of the parties at the time of entering into this Agreement. This Agreement does not limit any rights that Entropya may have under trade secret, copyright, patent, or other laws. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

Contact Information

For questions about these Terms, contact us at:

Email: [email protected]

Address: Entropya AG, Weingartenstrasse 9, CH-8803 Rüschlikon, Switzerland

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