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Terms of Services

Terms of use of our Services.

1. Preamble

These “Terms of Services” are entered into by and between Entropia, a French simplified joint stock company, registered at the trade register of Versailles under the number 980705016, and having its corporate seat at 29 rue de Lafayette, 78000 Versailles, France (“Entropia” or “Us”, also referred to with the possessive adjective “Our”) and any Company who uses, accesses or subscribes to the “Services” ("You" or the “Customer”).

This "Terms of Services" document establishes the rights and obligations of both Entropia and the Customer regarding the subscription to and use of the Services. Should there exist a separate, mutually agreed-upon contract between Entropia and the Customer, the provisions of that contract will supersede this Terms of Services in any area where they differ or provide additional terms.

2. Definitions

  • “Agreement” or “Services Agreement”: means the agreement entered into by and between the Parties, composed of:
    • “Terms of Services” : means this document governing the subscription to and the use of the Services by the Customer,
    • “Purchase Order” : means a document that specifies the types and quantities of Services to be purchased under the Terms of Services. It outlines the details regarding the Services provided by Entropia, including pricing, delivery schedules, and payment terms. This document serves as an official commitment by the Customer to buy Entropia's Services, subject to the terms and conditions outlined in these Terms of Services and any accompanying documents, like the Data Processing Agreement and Data Security Policy.
    • “Data Processing Agreement”: means the agreement governing the processing of Personal Data performed by the Parties in connection with the Services,
    • “Enterprise Contract”: means a document signed by Customers who are under an Enterprise Subscription,

    And all materials referred or linked to in the above mentioned documents, unless otherwise stated.
  • "Services" refers to the array of offerings Entropia delivers to the Customer, as outlined in these Terms of Services. This encompasses, without limitation, Entropia's Application Programming Interfaces (APIs), which may operate independently or be integrated into Entropia-developed user interfaces. The term "Services" collectively denotes any software made available to the Customer by Entropia under the scope of this agreement.
  • "API" (Application Programming Interface) is defined as a set of protocols, tools, and documentation designed by Entropia that allows the Customer to access and integrate the functionalities of Entropia’s software services into their own applications or platforms. The API facilitates interaction between different software applications in a manner prescribed by Entropia, enabling the Customer to leverage Entropia's services within their own digital environment under the terms and conditions stipulated in this agreement.
  • "User Interface" refers to the graphical, textual, and auditory information and controls through which users interact with the services provided by Entropia. It encompasses the visual elements, design, and functionality Entropia has developed to enable customers to effectively utilize and manage the APIs and other services offered. This includes, but is not limited to, dashboards, control panels, and any other interactive elements designed to facilitate the customer's access to, and control of, the functionalities of Entropia's software services.
  • "Subscription" refers to the arrangement by which the Customer agrees to access and use the Services provided by Entropia for a predetermined period of time. This agreement entails the Customer's commitment to comply with the terms and conditions outlined in these Terms of Services, in exchange for Entropia granting access to its software, APIs, and user interfaces. The Subscription typically involves periodic payments by the Customer, as detailed in the Purchase Order, and is subject to renewal under the conditions specified within this Agreement.
  • “Subscription term” refers to the specified duration for which the Customer has agreed to subscribe to and utilize the Services provided by Entropia, as per the terms outlined in these Terms of Services. This period begins on the Effective Date and continues until the Subscription is terminated by either party in accordance with the contract's termination provisions.
  • “Customer” : refers to the company or individual who subscribes to and utilizes the Services provided by Entropia, under the stipulations set forth in these Terms of Services.
  • “Administrator” : refers to the individual or individuals designated by the Customer to manage the Customer's account with Entropia. The Administrator has the authority to oversee and control access to the Services provided by Entropia, including but not limited to, setting up user permissions, configuring service settings, and managing subscription details.
  • “User” refers to any individual person who uses the Services (eg. employees of the Customer).
  • “Effective Date” : means the earlier of (i) the date the Customer first uses the Services or (ii) the date the Customer accepts these Terms of Services.

3. Acceptance

Any access, use or subscription to the Services implies Your unreserved agreement to these Terms of Services, and to the associated Data Processing Agreement.

These Terms of Services are effective as of the Effective Date and shall continue for an indefinite period of time, until terminated by one of the Parties (the “Subscription Term”).

4. Services

Provision of the Services : During the Subscription Term and Subject to the Customer’s compliance with this agreement, Entropia will make the Services available to the Customer under the terms and conditions set forth in this Agreement.

Licence : Entropia grants to the Customer a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Services for the Subscription Term, in compliance with these Terms of Services and the applicable law.

API Key : Once the Customer has subscribed to the Services, Entropia will provide the Customer with an API Key. The Customer shall set-up and use the API Key in compliance with the associated Documentation to be able to use the API. The Customer acknowledges and agrees that the API Key is confidential information. Consequently, the Customer shall not share the API Key with any third party without Entropia’s prior written consent. Any unauthorized disclosure of the API Key by the Customer will constitute a material breach of this Agreement.

API call limitations : Entropia reserves the right to limit the number of API calls the Customer can make within a certain timeframe at its sole discretion, unless a different arrangement has been agreed upon in writing (via the Enterprise Contract).

Availability : Entropia will endeavor, within commercially reasonable bounds, to ensure the Services are accessible 24/7. Nevertheless, it is recognized that due to maintenance, technical glitches, or unforeseeable events, downtime may occur. Entropia will strive to minimize such disruptions and resume services promptly. It is agreed that such downtimes will not result in refunds of any fees paid for the Services.

Changes : The Customer should be aware that Services are subject to modifications. Entropia aims to maintain backward compatibility to the best of its ability but cannot guarantee the absence of breaking changes.

Exclusions : In any case, Entropia will not be liable for any API Services unavailability caused by:

  • Factors beyond Entropia’s reasonable control, including any Force Majeure Event or Internet access issues,
  • Breach of this Agreement by the Customer or the Administrator,
  • The Customer’s non-compliance with the Documentation and/or the Customer’s unauthorized use of the Services,
  • Failure of any third party hardware, software, or technology,
  • Scheduled maintenance work, provided that Entropia has duly notified the Customer of such maintenance work in advance, including changes in the API impacting the preservation of backward compatibility, or
  • Suspension of the Customer’s right to use the Services under these Terms of Services.

5. Access to our services

Requirements

Age limitation : You must be at least eighteen (18) years old to use our Services. You must have parental or legal guardian permission if You are a minor registering for our Services. We will promptly delete any Account found to be in violation of such requirements.

Technical requirements : You need a computer (or any compatible electronic device) and a high-speed internet connection to access and/or use Our Services. Depending on the Services You use, some additional technical requirements might be required, as further described in the Documentation. You are responsible for ensuring You comply with the foregoing technical requirements to utilise the Services effectively.

Costs : Unless otherwise stated, the costs of the abovementioned technical requirements shall be borne solely by You.

Account

Administrator Account : An Administrator must create an account to use the Services. To do so, You must provide the required information. You must provide loyal, complete, correct and up-to-date information to Entropia and promptly update the information on Your Account if any changes occur.

This role involves acting as the primary point of contact between Entropia and the Customer for operational and administrative matters related to the use of the Services. The Administrator is responsible for maintaining the security and confidentiality of account access credentials and ensuring that the use of the Services complies with the terms outlined in this agreement.

Administrator Account Security : You must keep Your Identifiers secure and strictly confidential. Entropia does not commit to monitoring which individual is using Your Administrator Account. You are thus solely responsible for any action carried out via Your Administrator Account, whether that action was carried-out by You or not. For the avoidance of doubt, any operation carried out using Your Account will be considered to have been carried-out by You. Therefore, You shall (a) monitor the use of the Services and Your Account closely and (b) notify Entropia at [email protected] in the event of any (suspected or confirmed) unauthorized or fraudulent use of Your Administrative Account as soon as You become aware of such events.

User Account : When representing an organisation, the Administrator decides which Users within the organisation can access the Services, by maintaining a list of authorised Users email addresses. Users can then authentify via the authentication protocol selected by the Administrator. Entropia will only grant access to Users whose credentials have been verified.

Suspension or deactivation by Entropia : Entropia reserves the right to suspend or deactivate the provision of the Services, if Entropia suspects or determines that the Services may have been used for an unauthorized purpose.

Deactivation by You : You may deactivate Your Account at any time by sending an email to [email protected], except when you are under a Paid Subscription plan. If you are subscribed to a Paid Subscription, you can terminate your agreement according to the provisions detailed in section 8 of these Terms of Services. Following the stipulated notice period, your account will then be deactivated.

Subscription

Free Subscription : To access and use the Free Subscription, you must :

  • Create your Administrator Account
  • Accept this Agreement

Paid Subscription : To access and use the Paid Subscription, You must

  • Create your Administrator Account
  • Accept the Purchase Agreement
  • Select your payment method and provide your billing information
  • Review your subscription
  • Modify your subscription
  • Accept this Agreement.
  • Confirm your subscription

Enterprise Subscription : To access and use the Enterprise Subscription, You must

  • Create your Administrator Account
  • Accept the Purchase Agreement
  • Select your payment method and provide your billing information
  • Sign the Enterprise Contract (agreed upon directly with Entropia)
  • Accept this Agreement
  • Confirm your subscription

Fees, Payment & Billing

Subscription to Paid Services : By subscribing to our Paid Services, you have entered into a Purchase Agreement that details the pricing, payment methods, and billing particulars for the services you have elected to purchase. The Purchase Agreement also covers renewals and pricing adjustments.

Subscription to Enterprise Services : By subscribing to our Enterprise Services, you have entered into a Purchase Agreement that details the pricing, payment methods, and billing particulars for the services you have elected to purchase. The Purchase Agreement also covers renewals and pricing adjustments.

Payment Terms and Deadlines: The Customer commits to paying for the Services as per the agreed terms. Payments cannot be withheld or subject to any form of set-off without a prior written agreement between the Provider and the Customer.

Any attempt by the Customer to unilaterally suspend, deduct, or offset payments will be regarded as a breach of payment obligations. In such instances, late payment interests may be applied in accordance with applicable legal regulations. Furthermore, the Provider reserves the right to suspend or cancel any ongoing service or delivery until full payment has been received.

Restrictions

Your use of our Services : You must :

  • Not use Our Services for any illicit, unlawful, prohibited and/or illegal purposes, to harm third parties or Entropia.
  • Not use the Services for a benefit of a third party unless agreed otherwise in a separate Enterprise Contract with Us.
  • Not grant a licence, sub-licence or access to or sell, lend, lease or distribute, in any form whatsoever, the Services to third parties without the prior written authorization of Entropia.
  • Not share your API key nor your access credentials to any third party,
  • Not use the Services to circumvent the intended features, functionality or limitations of the Services or to divert Our Services from their intended purposes as set forth in this Agreement.
  • Not use the Services in a manner in which, in Entropia’s opinion, would affect Entropia’s reputation or goodwill or any of its trademarks.

Not compromising the security of Our Services: You must:

  • Not interfere with, circumvent or bypass mechanisms in the Services intended to ensure the security of our Services.
  • Not attempt to or engage in any activities that could compromise the security, moderation or proper functioning of the Services.
  • Not attempt to or take any actions that may result in unauthorized access, interference or disruption of the Services’ operation.
  • Not disable, overly burden, impair or otherwise interfere with servers or networks connected with Our Services.
  • Not use, store, transmit or disseminate data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.
  • Not perform any vulnerability, penetration or similar testing of Our Services.

6. Data Privacy & Security

Privacy Policy

By accepting these Terms of Services you confirm that you have read and understood our Data Processing Agreement.

Data Security

By accepting these Terms of Services you confirm that you have read and understood our Data Security Policy.

7. Intellectual Property

Ownership of Intellectual Property : Entropia retains all rights, titles, and interests, including intellectual property rights, over any studies, designs, models, prototypes, software, computer code, and similar works created in the execution of the contract. Consequently, the Client is prohibited from sharing, reproducing, transferring, or exploiting the aforementioned intellectual property without the express, written, and prior authorization from Entropia, which may require a financial consideration.

Entropia Intellectual Property : Entropia is the exclusive owner of all rights, titles, and interests, including intellectual property rights, in all aspects of Entropia's offerings. This encompasses but is not limited to APIs, documentation, and the services provided. Access to the services is granted on a limited basis, and no ownership rights are transferred to the Customer, regardless of terminology used such as "purchase" or "subscription".

Unauthorized representation or reproduction, wholly or partially, of the services without prior express consent from Entropia constitutes infringement and is subject to legal penalties under applicable laws.

Customer's Intellectual Property : The Customer retains sole ownership of all rights, titles, and interests, including intellectual property rights, in their user data and the data processed by Entropia, as outlined in our Data Processing Terms.

Trademark and Usage Rights : In accordance with applicable laws, the Customer must not remove or obscure any copyright or proprietary notices on the Services, including but not limited to our brands, trademarks, or any other copyright notice. Additionally, the Customer is not permitted to copy, reproduce, transcode, adapt, translate, arrange, modify, or create derivative works of the Services, except as explicitly authorized by applicable law.

8. Term & Termination

Effective Date and Duration : This Agreement comes into effect on the earlier of (i) the date the Customer first utilizes the Services or (ii) the date the Customer agrees to these Terms of Services.

Termination of Agreement : Termination for Convenience: The Customer has the right to terminate this Agreement by providing a thirty (30) days notice before the end of the current billing cycle. Upon such termination, the Customer is obligated to pay any fees due for the API Services utilized up until the termination date.

  • In the event of termination initiated by the Customer, the Customer agrees to compensate Entropia for services already rendered. Conversely, should Entropia terminate the agreement, it commits to refunding any payments made by the Customer for services yet to be provided.

Other Reasons for Termination : Either party may end this Agreement if the conditions outlined in the Terms of Use are met.

Consequences of Termination: Upon the termination or expiry of this Agreement, the Customer is required to (i) discontinue the use of the API Services, (ii) delete the API Key, and (iii) settle any remaining fees owed to Entropia.

9. Applicable jurisdiction

This agreement is governed by French law.

In the event of any controversy or claim arising out of or relating to this Agreement, the Parties will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties.

If the Parties do not reach an amicable settlement, each Party may pursue relief as may be available under this Agreement. All negotiations pursuant to this section will be considered confidential information and shall not be shared with any third parties without the disclosing Party’s prior written consent even after the termination and/or expiration of this Agreement.

The Parties agree that the courts of Versailles, France shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement or its subject matter or formation.

Where the User is located in France, the Parties agree that the court of Versailles, France shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement or its subject matter or formation.

Where the User is not located in France, all disputes arising out of or in connection with this Agreement or its subject matter or formation shall be finally settled under the rules of arbitration of the international chamber of commerce (the “ICC”) by one arbitrator appointed in accordance with the said rules. The arbitration proceedings shall take place exclusively at the ICC headquarters in Paris, France. The appointed arbitrator shall adjudicate the dispute in accordance with the applicable law.

10. Limitations of liability

To the fullest extent allowed by applicable law, Entropia shall not be held liable under the following circumstances:

  • In the event of a Force Majeure, as defined by Article 1218 of the French Civil Code, both Parties will not be considered at fault if the failure to perform any of their obligations, as outlined herein, results from such a force majeure event.
  • During periods of temporary unavailability of the Services for maintenance, including but not limited to, correcting anomalies, bugs, or errors, introducing new or enhanced features or Services, or addressing immediate security concerns, or if Your Account has been suspended.
  • For any reasons beyond the control of Entropia,
  • Due to your violation of this Agreement,
  • For any loss of profits, income, revenue, business opportunities, loss or corruption of data or information, any failure to generate expected profits or savings, loss or damage to goodwill, purely economic loss, or any other financial or monetary loss (regardless of whether any of these losses or damages are direct, indirect, special, consequential), or
  • For any indirect, special, incidental, punitive, exemplary, or consequential damages of any kind, even if Entropia was previously advised of the possibility of such damages.

Liability Caps :

  • For Free Services : Subject to the Terms of Services and to the extent law permits, Entropia’s total aggregate liability arising from or related to the Free Services, including any use of or inability to use the Free Services, shall not exceed 100 euros.
  • For Paid Services : Subject to the extent law permits, Entropia’s total aggregate liability for any losses incurred by the Customer under or in relation to this Agreement shall not exceed the lower of (i) the fees paid or payable by the Customer in the twelve (12) calendar months preceding the date the first of the events occurred or (ii) 10,000 euros.

Multiple Claims : The presence of multiple claims under this Agreement does not increase the liability caps mentioned above. You acknowledge that any losses or claims under this Agreement can only be recovered once, exhausting all potential claims against Entropia for which the Customer has already been compensated or reimbursed.

Legal Actions : You agree that the limitations specified herein apply irrespective of the legal basis of the claim, whether in contract, tort (including negligence), strict liability, or otherwise.

11. Modifications to the Terms of Services

Non-substantial modifications : We reserve the right to modify these Terms of Use at any time.

Substantial modification : In the event of any substantial modifications to these Terms of Use, we will notify You of such modifications no later than thirty (30) days prior to the effective date of such modifications at the email address You provided upon registration. If You do not agree with such substantial modifications, You may terminate this Service Agreement in compliance with these Terms of Services.

12. General Provisions

Non waiver : The fact that either of the Parties does not claim application of any clause whatever of this Agreement or condones its non-performance, shall not be construed as a waiver by that Party to the rights stemming for it from said clause. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Severance : If a court or any other competent authority finds any provision of this Agreement (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No-partnership : Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other party in any way. Neither the Customer nor Entropia will suggest or claim any sponsorship, endorsement or affiliation with the other party, unless such a relationship is governed by a separate agreement.

Entire Agreement : In the absence of a separate, mutually agreed-upon Enterprise Contract between Entropia and the Customer, this Agreement is the entire agreement between the Parties relating to the Services, and any other subject matter covered by this Agreement.

Force Majeure : Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency (the “Force Majeure Event”).

Authority : You represent and warrants that:

  • You have the authority to enter into this Agreement, and
  • You will use the Services in accordance with the applicable laws and regulations and this Agreement and that the Customer will not use the Services to commit illegal acts, including in particular to harm third parties.

Contact information : For any inquiry please contact [email protected].