PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. These terms (the "Terms") govern your use of the website at www.ententesoftware.com (the "Site") and any services provided by Entente Software LLC (“Entente”), its affiliates or contractors (collectively, the “Services”). By accessing, ordering or using the Services, you, the legal entity that you are authorized to represent and on whose behalf the Services are purchased, agree to these Terms. If you do not agree to these Terms, you may not access or use the Services.
Scope of Services
The Services may be provided via the Site, the website at ipcompass.ententesoftware.com (“IPCompass”), consultation provided by Entente, or other means made available by Entente. Entente may set forth limits to the Services provided. Certain Services may have minimum system requirements.
DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ALL ADVICE, CONTENT, SOFTWARE AND SERVICES) ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ENTENTE DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, ACCURATE OR ERROR FREE. ENTENTE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS, CONTENT OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY WARRANTY. ANY CONTENT OR SOFTWARE THAT YOU ACCESS, DOWNLOAD OR USE WITH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SUCH ACTIVITIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Unless you have purchased a special or trial offer Service that specifically provides other terms for cancellation and/or refund, you may cancel any subscription-based Service within five (5) days following your purchase of the Service by contacting Entente. Otherwise, fees for the Service are not refundable.
The Services may not always be available due to your geographic location. Also, the Services may not always be available due to system maintenance or Internet service disruptions.
Entente reserves the right to terminate your Service upon notice if Entente determines in its sole business judgment, that your Service is being used (a) fraudulently, (b) maliciously, or (c) by any person other than an authorized user. In the event that your Service is terminated, Entente will refund to you a pro rata portion of any fees that you have prepaid for the Service.
Use of the Services
You may not sell, lease, or rent access to or use of the Services. The rights granted to you in connection with the Service constitute a license and not a transfer of title. Any rights not expressly granted herein are reserved by Entente.
You shall not (a) "mirror" any content on the Site or available through the Services without Entente's prior express written permission, (b) use the Services for any illegal purpose, (c) misuse, abuse or make any unauthorized use of any property, network, website, personnel or equipment of Entente or its customers or its suppliers, including but not limited interfering with or otherwise disrupting networks connected to the Service, (d) engage in any activities or actions in connection with the Services that infringe or misappropriate the intellectual property rights of others, including without limitation, copyright, patent, trademark, trade secret and confidential information, (e) engage in any activities that violate the personal privacy or publicity rights of others, or (f) access, monitor or use data, traffic, computers, systems, facilities or networks provided with or accessible from the Services without proper authorization.
Modifications to the Services
Entente reserves the right, for any reason, in its sole discretion and without notice to you, to modify, terminate, change, suspend or discontinue any and all aspects of the Service, including content, software, features and hours of availability. Entente will not be liable to you or to any third party for any such actions.
While Entente uses reasonable security measures to deliver the Services, you understand and acknowledge that no data transmission over the Internet can be guaranteed as 100% secure; and we cannot guarantee that any personal information you submit to Entente will be free from unauthorized intrusion.
You agree to comply with all applicable laws and regulations, including without limitation, United States export laws and regulations. You represent and warrant that you are not on the United States' prohibited party list and not located in or a national resident of any country on the United States' prohibited country list.
Entente, the Entente logo, IPCompass, and the IPCompass logo are trademarks or registered trademarks of Entente Software LLC in the United States and other countries. You are not permitted to use these trademarks, or any other Entente trademarks, without the prior written consent of Entente. All other trademarks are the property of their respective owners. Use of other company trademarks, trade names, product names and logos does not necessarily constitute (a) an endorsement by such company of Entente and its products, or (b) an endorsement of the company or its products by Entente.
Links from and to the Site
This Site may contain hyperlinks to websites that are not controlled by Entente. Entente is not responsible for and does not endorse or accept any responsibility over the content or use of such third-party websites.
Dealings with Third Parties
In the course of delivering the Services to you, we may refer you to third parties, or third-party websites, that offer products or services that may be of potential assistance to you. These third parties and their websites may also be linked or displayed on the Site. Although we may link or otherwise refer you to such products and services offered by third parties, unless expressly stated to the contrary, such references, links and displays in no way mean, imply, suggest or constitute any evaluation or approval by Entente of those third parties or their products or services. Entente is not responsible in any way for third-party websites, products, services or information. Your dealings with other entities promoted on the Site or through the Services, including payment or delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such other entity. You agree that Entente shall not be responsible or liable for any loss or damage incurred as the result of any such dealings.
ENTENTE RESERVES THE RIGHT TO CEASE PROVIDING THE SERVICES FOR ANY REASON AT ANY TIME AND INSTEAD, AS YOUR SOLE AND EXCLUSIVE REMEDY, REFUND THE FEES PAID FOR THE APPLICABLE SERVICES FOR THE TIME PERIOD, IF ANY, AFTER TERMINATION OF THE SERVICES. IF YOU BREACH THE TERMS, NO REFUND WILL BE PROVIDED. OTHER THAN PROVIDING A REFUND UPON TERMINATION FOR CONVENIENCE, ENTENTE WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR TERMINATION OF THE SERVICES FOR ANY REASON.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD ENTENTE, ITS MEMBERS, EMPLOYEES, AGENTS, AND AFFILIATES HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, IN ANY WAY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR YOUR VIOLATION OF THE TERMS.
LIMITATION OF LIABILITY
IN NO EVENT SHALL ENTENTE, ITS SUPPLIERS, PARTNERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), MISPRESENTATION, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES, SOFTWARE, CONTENT OR YOUR DEVICE AND OTHER TECHNOLOGY INCLUDING, WITHOUT LIMITATION, LOST SALES, LOST REVENUE, LOST PROFITS OR OTHER LOSS OF BUSINESS, LOSS OF OR DAMAGE TO DATA, OR COST OF SUBSTITUTE SERVICES EVEN IF ENTENTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL THE TOTAL LIABILITY OF ENTENTE, ITS SUPPLIERS, AND PARTNERS TO YOU IN THE AGGREGATE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SERVICES, SOFTWARE OR CONTENT EXCEED USD $100.00.
The substantive laws of the State of California, United States of America, without reference to any conflicts of law principles that would require the application of the laws of any other jurisdiction, shall govern these Terms. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any action or proceeding arising from or relating to the Services shall be subject to the exclusive jurisdiction of the state or federal courts in Redwood City, California, and you expressly agree to submit to the personal and exclusive jurisdiction and venue of these courts. Notwithstanding the foregoing, Entente may bring an action to protect or enforce its intellectual property rights in any applicable jurisdiction.
Notices and communications to Entente must be sent to the applicable address given in these Terms, or to firstname.lastname@example.org.
Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice: The headquarters of Entente is currently located at 570 El Camino Real #150-103, Redwood City, CA 94065, phone (650) 489-6850. If you have a complaint regarding the Services or want to request a paper copy of these Terms, please contact Entente by writing to the address above, or by email at email@example.com. The Consumer Information Center of the Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95384, or by telephone at (916) 445-1254 or (800) 952-5210.