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Terms

ENTENDRE

CUSTOMER TERMS OF SERVICE

Last Modified: 2/24/2023

These Customer Terms of Service (these “Customer Terms”) describe your rights and responsibilities when using the mobile and/or web-based software platform, any application programming interface (“API”) made available by us, and related services (collectively the “Services”) offered by Entendre Finance (or its successors or assigns) (“we”, “our”, “Entendre” or “us”). If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. These Customer Terms (or, if applicable, your written agreement with us) together with all documents referenced herein form the “Agreement” between Customer and us.

Please read these Customer Terms carefully to ensure you understand each provision. These Customer Terms contain a jury trial waiver provision and a mandatory arbitration provision.

If you subscribe to, or access or use the Services, create an organization, invite users to that organization, or use or allow use of that organization after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Agreement and agree to the Agreement on behalf of Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of Customer before proceeding.

General Provisions

Customers, Authorized Users, and Customer Content

“Customer” or “you” is either you, if you are an individual entering into the Agreement on your own behalf, or the organization that you represent in agreeing to the Agreement. If your organization is being set up by someone who is not formally affiliated with a business entity or other organization, Customer is the individual creating the organization. If you signed up for a subscription plan using your corporate email domain or are otherwise entering into a subscription plan on behalf of a business entity or other organization, the business entity or other organization on whose behalf you signed up is the Customer. By signing up on behalf of your business entity or other organization, you represent and warrant that you have all right, power, and authority to bind such entity or organization to the Agreement.

Individuals authorized by Customer to access the Services (each an “Authorized User”) may submit content or information to the Services, which includes information about an identifiable individual (“Personal Data”) and User Content (defined below) (collectively with Personal Data, “Customer Content”), and Customer will have the sole right and responsibility for managing your use of it. Customer will be solely responsible for all of the acts and omissions of its Authorized Users in relation to the Services and the Agreement. The Services are not intended for and should not be used by anyone under the age of 13. Customer must ensure that all Authorized Users are over 13 years old.

Customer will

(i) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Content; and
(ii) obtain all rights, permissions or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of Customer Content and the operation of the Services.

Subscriptions

A subscription allows Customer and its Authorized Users to access the Services. A subscription may be procured through the Services dashboard interface, (the “Dashboard”). Subscriptions commence when we make them available to Customer and continue for the term specified in the Services or on the Dashboard, as applicable (the “Subscription Period”).

Beta Products

Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products are made available on an “as is,” and “as available” basis and, to the extent permitted under applicable law, without any warranties or contractual commitments we make for other Services.

Feedback

Customer and its Authorized Users may choose to, or we may invite them to, submit comments or ideas about the Services, including about how to improve the Services or our products (“Ideas”). By submitting any Idea, Customer agrees that its disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation, whether to Customer, the Authorized User, or anyone else, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. Customer further acknowledges that, by acceptance of the submission, we do not waive any rights to use similar or related Ideas previously known to us, or developed by our personnel, or obtained from sources other than Customer or its Authorized Users.

By using the Services, you understand and acknowledge that your personal information will be collected, used and disclosed as set forth in our Privacy Policy.

We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

1. Services Usage and Restrictions

a. Our License to Customer

i. Ownership of the Services, Documentation, and Company Data

We own and will continue to own our Services and Documentation (defined below), including all related intellectual property and other proprietary rights related thereto. Further, Customer acknowledges and agrees that we may collect data relating to Customer’s and its Authorized Users’ usage of the Services, including email, password, legal entity information, crypto wallet information, crypto ledger accounts and balances, financial information, information about Customer tokens, metadata, automation configuration rules, and pricing and value of assets (“Usage Data”) and collect, analyze, and use data derived from User Content that has been aggregated and/or anonymized such that it does not identify Customer or any identifiable individual person (“Derivative Data” and, collectively with Usage Data, “Company Data”). All Company Data will be owned solely and exclusively by us and, for purposes of clarity, you agree that we may use the Company Data in perpetuity for any purpose permitted by applicable law.

We may, from time to time, make available certain third-party products and services, including open source software (“Third-Party Products”) for use in connection with the Services. Such Third-Party Products may be made available under separate or additional terms and conditions, including open source licenses, which we will make available to you as necessary.

b. Licenses to the Services and Documentation

During the Subscription Period, we grant the Customer a non-exclusive, non-transferable license to access and use, and to permit Authorized Users to access and use the Services, in accordance with the Agreement, for the Customer’s own internal business purposes.

To the extent that we may make downloadable software components available, via app stores or other channels, as part of the Services, during the Subscription Period, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services. Minor updates, bug fixes, and the like to such downloadable software components will be included under this license for the duration of the subscription.

To the extent we make data available via an API as part of the Services, subject to Customer’s full compliance with all of the terms and conditions of this Agreement, we hereby grant to Customer a limited, nonexclusive, non-sublicensable and non-transferable right and license during the term to: (i) access the API to access the Entendre data for Customer’s internal business purposes; and (ii) use, and make a reasonable number of copies of, the Documentation (as defined below) solely in connection with the exercise of Customer’s rights under this section. Customer may not use the API or Entendre data for any other purpose without Entendre’s prior written consent, and all other rights therein and thereto are hereby reserved by Entendre. Entendre will remain the sole and exclusive owner of the API and other applicable Services.

From time to time we may make available product documentation for the Services (the “Documentation”) via a method of our choosing (e.g., via the Services). During the Subscription Period, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the Documentation to support Customer’s and its Authorized Users’ use of the Services.

All rights and licenses granted herein are subject to you and your Authorized Users’ full compliance with all of the terms and conditions of the Agreement. All rights in the Services and Documentation not expressly granted herein are expressly reserved by us.

2. Customer’s Licenses to Us

a. Ownership of Customer Content

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Content, including, for purposes of clarity, Personal Data and User Content.

3. License to Personal Data

Subject to the terms and conditions of the Agreement, Customer (for itself and all of its Authorized Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Personal Data, only as reasonably necessary (i) to provide and maintain the Services; (ii) to prevent or address service, security, support or technical issues; (iii) as required by law; and (iv) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Personal Data from its Authorized Users or any third parties as may be necessary to grant this license.

Notwithstanding the foregoing, Customer agrees that we may collect, analyze, use and disclose, during or after the Subscription Period, data derived from Personal Data, which is anonymized and/or aggregated in a manner, that makes the identification of Customer or any Authorized User or third party impossible, for any business purpose, including to operate, analyze, improve, and market the Services and our other products and services and share such anonymized data with our affiliates and business partners. Customer further agrees that we will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of such derived data.

4. License to User Content

With respect to that portion of Customer Content that consists of videos, images, music, comments, questions, documents, spreadsheets, and any other content submitted, posted, or otherwise made available by Customer and its Authorized Users through the Services (“User Content”), by submitting, posting, storing, or otherwise making such User Content available through the Services, Customer grants, and represents and warrants that it has all rights necessary to grant (including any necessary consents and authorizations from individual persons identified in the User Content and licenses from third-parties whose content is included in the User Content), to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, host, store, reproduce, modify, publish, list information regarding, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content, and the names, voice, and/or likeness contained in the User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, solely for use in connection with our provision of the Services as described in the Agreement and our product Documentation.

To the extent permitted under applicable law, we take no responsibility and assume no liability for any User Content that Customer or any Authorized User or third-party submits, posts, or otherwise makes available through the Services. As between Customer and us, Customer shall be fully responsible for the User Content and the consequences of submitting, posting, or otherwise making it available via the Services, and Customer acknowledges and agrees that we are acting only as a passive conduit for Customer’s and its Authorized Users’ online distribution of such User Content.

5. Responsibilities for Customer Content

We are not responsible for the content of any Customer Content or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Content. Customer represents and agrees that Customer is solely responsible for

(i) providing notices and obtaining consents as legally required from its Authorized Users for the collection, use, processing and transfer of Customer Content in connection with the Services; and
(ii) ensuring compliance with all laws in all jurisdictions that may apply to Customer Content provided hereunder, including all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security.

Unless otherwise agreed to in writing, Customer may not submit any Customer Content that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children’s Online Privacy Protection Act (COPPA),or the GDPR or any other data which is considered to be sensitive or which could give rise to notification obligations under data breach notification laws. We do not make any representations as to the adequacy of the Services to process your Customer Content or to satisfy any legal or compliance requirements which may apply to your Customer Content, other than as described herein.

6. Use of the Services

Customer must comply with the Agreement and ensure that its Authorized Users comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by Customer’s removal of certain Customer Content, we will, in most cases, ask Customer to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

6. Free Trial Account and Services

We may, from time to time, offer a free trial, promotional offer, or other type of limited offer for use of all or part of our Entendre Dashboard (a “Free Trial”). The duration of the Free Trial will be specified at sign-up. If you register for a Free Trial, you may be presented with additional terms and conditions when registering your account, and any such additional terms and conditions are hereby incorporated into these Customer Terms by reference and are legally binding. The Free Trial may not include access to all of the features or functions of the Entendre Dashboard or our Services. Any data that you enter into the Free Trial may be permanently lost at the end of the trial period unless you

(i) purchase a subscription plan for the
(ii) export such data before the end of the trial period.

At the time you sign up for a Free Trial, you must provide a valid payment method in order to access the Free Trial. Your payment method will not be charged during the Free Trial. UNLESS YOU CANCEL YOUR FREE TRIAL PRIOR TO EXPIRATION, YOUR ACCOUNT WILL AUTOMATICALLY BE SUBSCRIBED FOR PAID SERVICES PURSUANT TO THESE CUSTOMER TERMS UPON EXPIRATION OF THE FREE TRIAL, AND A SUBSCRIPTION FEE FOR THE SERVICES WILL BE CHARGED TO YOUR PAYMENT METHOD. FOR MORE INFORMATION ABOUT CANCELLATION AND HOW YOU CAN CANCEL YOUR ACCOUNT, PLEASE REVIEW SECTION 4 OF THESE CUSTOMER TERMS.

Notwithstanding any other provision of these Customer Terms, including any service-specific terms and conditions applicable to any portion of the Dashboard or the Services, during a Free Trial, the Services are provided “AS IS” and “as available” without any warranty, and ENTENDRE DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ENTENDRE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE FREE TRIAL IS $100.00. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.

7. Acceptable Use

a. Technical Restrictions

You agree not to engage in any of the following prohibited activities:

(i) copying, distributing, or disclosing any part of the Services in any medium, including by any automated or non-automated “scraping”;
(ii) using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the servers hosting the Services than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
(iii) transmitting spam, chain letters, or other unsolicited email;
(iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
(v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
(vi) uploading invalid data, viruses, worms, or other software agents through the Services;
(vii) collecting or harvesting any personally identifiable information, including account names, from the Services;
(viii) using the Services for any commercial solicitation purposes;
(ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
(x) interfering with the proper working of the Services;
(xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or
(xii) bypassing the measures we may use to prevent or restrict access to the Services, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

Accessing any audiovisual content that may be available on the Services for any purpose or in any manner other than Streaming is expressly prohibited unless explicitly permitted by the functionality of the Services. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Services to an Authorized User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the Authorized User.

8. Customer Content Restrictions

You are solely responsible for the content of any Customer Content you submit through the Services. You agree not to submit any Customer Content, including any User Content, that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
(ii) may create a risk of any other loss or damage to any person or property;
(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
(iv) may constitute or contribute to a crime or tort;
(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable;
(vi) contains any information or content that is illegal (including the disclosure of insider information under securities law or of another party’s trade secrets);
(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(viii) contains any information or content that you know is not correct and current; or (ix) to the extent applicable, violates any school or other applicable policy, including those related to cheating or ethics.

You agree that any Customer Content that you submit does not and will not violate third-party rights of any kind, including any intellectual property rights or rights of privacy. To the extent legally permissible, we reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates any of these provisions. You understand that publishing your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

9. Use Restrictions

Customer agrees that it will not permit or assist any other third-party to:

(i) create or disclose metrics about, perform any statistical analysis of, or otherwise prepare any benchmarking analysis of the Services for disclosure to third-parties;
(ii) create derivative works of our data or otherwise use our data to create aggregate data sets, indices or similar compilations of our data;
(iii) use the Services on behalf of any third-party;
(iv) access or use the Services to sell or otherwise provide the Entendre data to a third party or build a competitive product or service, or copy any ideas, features, functions or graphics of our business;
(v) copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the Services;
(vi) use the Services in a manner that impacts the stability of our servers or impacts the behavior of other customers or applications using the Services;
(vii) use the Services or our data in any manner or for any purpose that may violate any applicable law, rule, or regulation, or any right of any person, including any intellectual property rights or other proprietary rights, or which may otherwise be harmful to us or our licensors or suppliers; or
(viii) remove any copyright or proprietary notices contained in the Services or our data.

10. Exclusivity

During the term of this Agreement, you will not (and will not permit your respective affiliates or any of its affiliates’ representatives to) contract with any other service providers in Entendre’s cryptocurrency accounting software market.

11. Payment Obligations

a. Payment Terms

For Customers that purchase a subscription to use our Services, fees are specified through the Dashboard— and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Agreement, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial Subscription Period. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.

b. Billing Policies

If you elect to purchase a subscription to use our Services, or certain other paid aspects of the Services, Customer agrees to the pricing communicated to you by us. We may add new services for additional fees and charges, or add or amend fees and charges for existing Services, at any time in our sole discretion, by giving to the Customer at least 60 days’ written notice, such increase is to take effect at the beginning of the next billing cycle. If the Customer is unhappy with the increase, the Customer may give notice to terminate the Agreement, by giving at least 30 days’ written notice to us, such notice to expire no later than the end of the then-current billing cycle. The fees will not increase during the notice period; otherwise, any change to such pricing shall become effective in the billing cycle following notice of such change as provided under the Agreement.

c. Payment Information

We accept various payment methods through Stripe, including, without limitation, Mastercard, Visa, and American Express. By using our Services, you agree to be bound by Stripe’s Services Agreement available at https://stripe.com/us/legal to process payments you make in connection with the Services. Please see Stripe’s privacy statement available on its website for information on how Stripe collects and uses personal information. Payment must be received by Stripe before our acceptance of an order, and must use one of the payment methods accepted by the Stripe. We do not view or store your full credit card or other payment method information. For all payments, Stripe will collect your payment method details and charge your chosen payment method in connection with an order. You acknowledge and agree that we are not responsible for any breaches of credit card or other payment method security or privacy.

You represent and warrant that:

(i) the account, order, and payment method information you supply to us or Stripe, as applicable, is true, correct, and complete;
(ii) you are duly authorized to use such payment method;
(iii) you will pay any charges that you incur in connection with the Services, including any applicable taxes;
(iv) charges incurred by you will be honored by your payment method company;
(v) you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any;
(vi) you will not allow anyone else to use your subscription;
(vii) you will not transfer your subscription or password to anyone else; and
(viii) you will report to us any unauthorized or prohibited access or use of your subscription or password.

If any of your account, order, or payment method information changes, you agree to promptly update this information, so that we or Stripe may complete your transactions and contact you as needed. We are not liable for any unauthorized use of your credit card, debit card, or other payment method by a third-party in connection with your use of the Services or your subscription.

Term and Termination

Agreement Term

As further described below, a free subscription continues until terminated, while a paid subscription has a Subscription Period that may expire or be terminated. The Agreement remains effective until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions.

Auto-Renewal

Unless otherwise set forth in your Dashboard

(i) all subscriptions automatically renew for additional periods equal to one (1) month or the preceding Subscription Period, whichever is shorter; and
(ii) the per-unit pricing during any automatic renewal Subscription Period will be the then-current price communicated to you by us. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a Subscription Period to stop a subscription from automatically renewing.

Termination for Cause

For Cause. We or Customer may terminate the Agreement on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of the Agreement caused by its Authorized Users.

Immediate Termination. We may terminate the Agreement immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law or in violation of Section 2.7 (Exclusivity).

Termination Without Cause

Customer may terminate its free subscriptions immediately without cause. We may also terminate the Agreement without cause, but we will provide Customer with thirty (30) days prior written notice.

Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the Subscription Period after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the Subscription Period after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

No Fiduciary Duties; Additional User Representations

These Customer Terms do not, and are not intended to, create or impose any fiduciary duties on Entendre. You acknowledge and agree that, to the fullest extent permitted by law, Entendre owes neither you nor any other party any fiduciary duties or liabilities, and that, to the extent any such duties or liabilities may exist at law or in equity, such duties and liabilities are hereby irrevocably disclaimed, waived and otherwise eliminated. You further acknowledge and agree that the Entendre only owes you the duties and obligations expressly stated in these Customer Terms.

By accessing and using the Services, you represent that:

(i) you understand the inherent risk associated with use of blockchain-based or cryptographic systems;
(ii) you have a working knowledge of use and details of digital assets and digital tokens;
(iii) you understand that markets for such digital assets are highly volatile, due to factors including adoption, speculation, technology, security, and regulation;
(iv) you understand that transaction cost and speed with respect to cryptographic and blockchain-based systems varies and may increase dramatically at any time; and
(v) you understand the risk that digital assets may lose some or all value. You acknowledge that Entendre is not responsible for any of the foregoing variables or risks, and cannot be held liable for any resulting losses that you experience while accessing or using the Services. Further, you understand and agree to assume full responsibility for all risk of accessing and using the Services.

Representations; Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Agreement and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of the Agreement. You further represent that you are fully responsible for custody and control over your digital tokens and assets. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Entendre is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the digital collectibles. Entendre is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting digital collectibles including any forks, technical node issues or any other issues having fund losses as a result. Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means. We are an accounting platform that automates all the processes, the Services may not be accurate if the input data is configured wrong or there is user error. We are not responsible for data, including blockchain wallet addresses, which are input incorrectly by Customers or Authorized Users.

Limitation of Liability

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Services.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Indemnification

Customer agrees to defend, indemnify and hold harmless us and our affiliates, licensors, and suppliers, and our and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorney’s fees) arising from: (i) Customer’s and any Authorized User’s use of and access to the Services, including any Customer Content or other content transmitted or received by Customer or any Authorized User; (ii) your violation of any term of the Agreement, including any breach of Customer’s representations and warranties above; (iii) Customer’s or any Authorized User’s violation of any third-party right, including any right of privacy or intellectual property rights; (iv) Customer’s or any Authorized User’s violation of any applicable law, rule or regulation; (v) Customer Content or any content that is submitted via Customer’s or any Authorized User’s account, including misleading, false, or inaccurate information; (vi) Customer’s or any Authorized User’s gross negligence, fraud, or willful misconduct; or (vii) any other party’s access and use of the Services with Customer’s or any Authorized User’s unique username, password or other appropriate security code (provided that such access and use was not our fault).

Confidentiality

Definition

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Content. Confidential Information of Entendre includes any product information, screenshots, videos, or other audiovisual representations (collectively, “Audiovisual Representations”) of the Services. FOR THE AVOIDANCE OF DOUBT, YOU MAY NOT SHARE ANY AUDIOVISUAL REPRESENTATIONS OF THE SERVICES WITH ANY THIRD PARTY WITHOUT ENTENDRE’S PRIOR, WRITTEN CONSENT.

If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Agreement.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Miscellaneous

Publicity

You may not publicly use the other party’s company name, logo, or other trademarks for any purpose without the other party’s prior written consent. However, Entendre may identify you as a Customer in our promotional materials.

Third Party Products, Links, and Information

The Services may integrate with, or contain, third party products, services, materials, or information, or links thereto that are not owned or controlled by us (“Third Party Materials”). We do not endorse or assume any responsibility for any such Third Party Materials. If Customer or any Authorized User accesses any third party website or service, it does so at its own risk, and Customer acknowledges and agrees that the Agreement and our Privacy Policy do not apply to Customer or any Authorized User’s use of such sites or services. Customer expressly relieves us from any and all liability arising from its or its Authorized User’s use of any Third Party Materials.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries to the Agreement; a person who is not a party to the Agreement may not enforce any of its terms under any applicable law.

Email Communications

Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to us must be sent to legal@entendre.finance. Notices will be deemed to have been duly given (i) the business day after it is sent, in the case of notices through email; and (ii) the same day, in the case of notices through the Services.

Modifications

We may change these Customer Terms and the other components of the Agreement in accordance with this section. If we make a material change to the Agreement, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

Waivers

No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.

Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign the Agreement in its entirety without consent of Customer, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law

The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that the Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law of the Agreement, any arbitration conducted hereunder shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

Venue; Waiver of Jury Trial; Fees

The state and federal courts located in New York County, New York will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Arbitration

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you may seek relief from us. For any dispute with us, you agree to first contact us at legal@entendre.finance and attempt to resolve the dispute informally. If we have not been able to resolve a dispute within sixty (60) days of your first contact, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in New York County, New York, unless we agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

Entire Agreement

The Agreement, including these Customer Terms and all referenced pages and, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (i) the Data Processing Addendum [link]; (ii) the terms on the Dashboard (if any), (iii) these Customer Terms; and (iv) any other documents or pages referenced in these Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.

Additional Terms for Mobile Applications

Mobile Applications from Apple App Store.

The following applies to any Services acquired from the Apple App Store (“Apple-Sourced Software”): Customer acknowledges and agree that the Agreement is solely between Customer and us, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Customer’s use of the Apple-Sourced Software must comply with the App Store Terms of Service. Customer acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software (if any); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Agreement and any law applicable to us as provider of the software. Customer acknowledges that Apple is not responsible for addressing any claims by Customer or any third party relating to the Apple-Sourced Software or Customer’s possession and/or use of the Apple-Sourced Software, including: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Agreement and any law applicable to us as provider of the software. Customer acknowledges that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, we, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. Customer and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as relates to Customer’s license of the Apple-Sourced Software against Customer as a third-party beneficiary thereof.

Mobile Applications from Google Play Store

The following applies to any mobile applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Customer Terms are between you and Entendre only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Entendre, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Customer Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Customer Terms as they relate to Entendre’s Google-Sourced Software.

Interpretation. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

Survival

Any section of the Agreement that, by its terms or its nature, should survive the termination or expiration of the Agreement shall so survive, including sections 1.4, 2.2, 2.3, 3, 4.5, and 5 through10.

Equitable Relief

Each party acknowledges that a breach by the other party of this Agreement may cause the non-breaching party irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, the non-breaching party will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and the parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

Contacting Us

Please also feel free to contact us if you have any questions about the Customer Terms or any other part of the Agreement. You may contact us at legal@entendre.finance or at our mailing address: 69 Thompson Street New York, New York 10012.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

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