Terms of Service

Last updated: 3 December 2025

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the websites, datasets, content, deliverables, services, and related offerings provided by Entropy Partners, Inc., a Delaware S-corporation ("Company," "we," "us," "our," or "Entropy Partners"). By creating an account, purchasing or licensing a dataset, downloading sample data, or otherwise using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an entity, organization, or company ("Entity"), you represent and warrant that you are duly authorized to bind that Entity to these Terms, and references to "you" and "your" will include that Entity. Your use of the Service constitutes acceptance; if you do not accept all terms, you may not access or use the Service.

2. Definitions

"Dataset(s)" means the curated, annotated, and vetted legal content, case law, statutory materials, and jurisdiction-specific data products offered for licensing.

"Order" means an executed statement of work, order form, invoice, or online checkout confirmation that specifies scope, pricing, deliverables, and license terms.

"Service" means the datasets, platform, curation services, customer support, and any related deliverables provided by Company.

"Derivative Work" means any work based on, derived from, or incorporating any portion of a Dataset, including but not limited to modified versions, translations, adaptations, or output from machine learning models trained on Datasets.

"Vetting" means the Company's legal review, quality assurance, and validation process to ensure datasets meet accuracy, completeness, and jurisdiction-specific compliance standards.

"Confidential Information" means all non-public technical, commercial, or strategic information disclosed by one party to the other, including but not limited to customer lists, pricing, methodologies, training data, and curation processes.

3. Service Description

The Service includes curation, legal vetting, annotation, licensing, and delivery of jurisdiction-specific legal datasets and related materials intended for machine learning research, model training, evaluation, and commercial AI applications. The Company specializes in high-quality, lawyer-reviewed datasets covering multiple jurisdictions (including but not limited to UAE, MENA, US federal and state law) with emphasis on accuracy, legal compliance, and commercial viability. Unless expressly stated in an Order Form or license grant, the Service excludes: (a) direct legal advice or legal representation; (b) law practice or the provision of legal services; (c) binding legal opinions; or (d) attorney-client relationship formation. The Company does not warrant that datasets are suitable for all use cases and expressly disclaims liability for decisions made based on Dataset content.

4. Eligibility; Account Registration

4.1 Eligibility. You must be at least 18 years of age (or the legal age of majority in your jurisdiction) and possess the legal capacity to enter into these Terms. If you are registering on behalf of an Entity, you represent that: (a) you have authority to bind that Entity; (b) the Entity is duly organized and validly existing; and (c) the Entity is not subject to sanctions or trade restrictions.

4.2 Account Credentials. You are solely responsible for maintaining the confidentiality of your account username, password, API keys, and any authentication credentials. You must notify us immediately of any unauthorized access or breach. You are fully liable for all activity conducted under your account, including purchases, licenses, and downloads, whether or not authorized by you.

4.3 Account Information. You must provide accurate, current, and complete information during registration. You agree to update your account information as needed. False or misleading information may result in immediate account suspension or termination.

4.4 Business and Compliance Verification. For Orders exceeding USD 50,000 or involving exclusive licensing, we may require business verification, tax documentation (including US tax ID for S-corp election verification), and compliance certifications. Failure to provide requested documentation may delay or prevent order fulfillment.

5. Orders, Licensing, and Use Restrictions

5.1 Order Formation. All commercial terms—including scope, pricing, deliverables, exclusivity, term, field-of-use, territory, and performance milestones—are set out in an executed Order Form, Statement of Work (SOW), or online checkout confirmation (collectively, an "Order"). An Order is binding only when: (a) both parties have signed or electronically accepted; (b) payment is processed; or (c) the Order is accepted via our automated checkout system. If any conflict exists between an Order and these Terms, the Order prevails for commercial specifics; these Terms prevail for all other provisions.

5.2 License Grant. Upon full payment of applicable fees and subject to these Terms and the applicable Order, Company grants you the specific license rights set forth in the Order. Common license types include:

  • Non-exclusive, internal use: You may train, evaluate, and test machine learning models internally for evaluation purposes; no resale, redistribution, or commercialization of the Datasets or Derivative Works without express written consent.
  • Non-exclusive, commercial use: You may commercialize Derivative Works (e.g., incorporate trained models into commercial products) subject to restrictions on Dataset redistribution and field-of-use limitations specified in the Order.
  • Exclusive category/jurisdiction: You receive exclusive rights within a specified jurisdiction, industry, or use case for a defined term; Company will not license competing datasets to other parties for that category during the exclusive period.
  • Custom dataset development: Company develops a bespoke dataset tailored to your specifications; license terms, exclusivity, and ownership are defined in the Order.

5.3 Restrictive Covenants. Except as expressly permitted in your Order, you must not:

  • (a) Resell, republish, distribute, transmit, or make available the Datasets (in whole or substantial part) to any third party, including via API, embedding, or indirect access, without prior written consent;
  • (b) Create, develop, or commercialize a Dataset product or service that is a substitute for or competitive with Company's Service based on the licensed Datasets;
  • (c) Remove, obscure, or alter any proprietary notices, copyright notices, attribution requirements, or metadata embedded in the Datasets;
  • (d) Use the Service to provide legal advice, legal representation, or any regulated legal services without appropriate licensing and compliance;
  • (e) Attempt to re-identify, de-anonymize, or reconstruct personal data or private information from the Datasets;
  • (f) Reverse-engineer, decompile, or attempt to discover the vetting methodology, quality standards, or curation processes underlying the Datasets;
  • (g) Use Datasets to train competing legal AI models without explicit field-of-use permission;
  • (h) Inject, combine, or merge the Datasets with other third-party datasets in a manner that circumvents licensing restrictions;
  • (i) Access or use the Service from embargoed jurisdictions or in violation of export control laws.

5.4 Evaluation and Sample Data. If Company provides sample Datasets, trial data, or evaluation copies pre-purchase, those are strictly for temporary, internal evaluation purposes only. You must not: (a) use evaluation data to train or deploy production systems; (b) retain evaluation data after license expiration or termination; (c) integrate evaluation data into commercial offerings. Evaluation data must be deleted within 30 days of license termination or at Company's request.

5.5 Scope and Scale. Your license is limited to the number of users, instances, model parameters, or endpoints specified in your Order. If you exceed scope (e.g., deploying models to additional business units or geographies), you must upgrade your license or execute an amendment. Unauthorized scope expansion may result in material breach and license suspension.

6. Data Quality and Curation Standards

6.1 Vetting Process. All Datasets undergo rigorous lawyer-led vetting and quality assurance before delivery. Company employs legal professionals to review: (a) source authenticity and legality; (b) accuracy and currency of legal content; (c) completeness relative to jurisdiction; (d) compliance with applicable privacy and data protection laws; and (e) removal of erroneous or misleading content.

6.2 Accuracy Standards. While Company strives for high accuracy, we do not warrant that Datasets are 100% error-free or that all legal content is current as of any specific date. Legal materials evolve; statutes are amended; judicial decisions are reversed or superseded. You are solely responsible for: (a) verifying Dataset content against current primary legal sources; (b) obtaining qualified legal review before relying on Dataset-derived outputs; and (c) conducting your own quality assurance and validation before deployment.

6.3 Jurisdiction-Specific Limitations. Datasets are curated for specific jurisdictions as noted in the Order. Content accuracy and completeness vary by jurisdiction based on source availability, currency, and legal complexity. Company does not warrant suitability for cross-jurisdictional analysis or extrapolation.

6.4 Updates and Maintenance. Unless expressly included in your Order (e.g., as a maintenance or subscription service), Datasets are provided as static snapshots. Company does not automatically update Datasets with legal changes, amendments, or new case law. Optional subscription services for dataset maintenance, annual updates, or rolling additions are subject to separate pricing and terms.

6.5 No Warranty of Fitness. Datasets are provided "as is." Company does not warrant that Datasets are suitable for your specific use case, model architecture, or business objectives. You must conduct your own due diligence and testing before production deployment.

7. Fees, Deposits, Taxes, Refunds, and Payment Terms

7.1 Pricing and Deposits. All pricing is set forth in the applicable Order. For custom dataset development or Orders exceeding USD 25,000, Company typically requires: (a) a non-refundable deposit of 20–30% upon Order execution; and (b) remaining fees tied to defined milestones, deliverables, and acceptance criteria. Milestone payments are due upon completion and delivery of each milestone; acceptance of a milestone (explicit or by use) triggers the next phase and related work.

7.2 Payment Terms and Methods. Unless otherwise specified, invoices are due within 30 days of issuance (Net-30). Company accepts wire transfer, credit card (with applicable processing fees), ACH transfer, and other methods specified in the Order. For recurring subscriptions, you authorize automatic billing to your registered payment method on a monthly or annual basis.

7.3 Late Payment and Interest. Amounts not paid by the due date will accrue interest at the lesser of: (a) 1.5% per month (18% per annum); or (b) the maximum rate allowed by applicable law. Company reserves the right to: (i) suspend Services, access, or license rights for non-payment; (ii) recover collection costs and reasonable legal fees; and (iii) pursue all available remedies for breach of payment obligations.

7.4 Taxes and Duties. All fees quoted are exclusive of federal, state, local, sales, use, VAT, GST, goods and services tax, and all other similar taxes ("Taxes"). You are responsible for paying all applicable Taxes, excluding only taxes based on Company's net income or franchise. If Company is required to collect or remit Taxes, the amount will be added to your invoice. For US-based customers, you may be required to provide a tax ID (including confirmation of S-corp election for certain corporate structures). Non-US customers may be required to provide VAT ID or equivalent tax documentation.

7.5 Refunds and Cancellations. Except as required by mandatory law or as expressly stated in an Order: (a) all fees, deposits, and advance payments are non-refundable; (b) you may not cancel an Order without written consent and may incur cancellation fees of up to 100% of undelivered fees; (c) if you cancel after a partial refund approval, the refund will not include any costs incurred by Company (development, curation, legal review, hosting). For dataset subscriptions or maintenance plans, refunds are available within 14 days of invoice issuance if no data has been downloaded or accessed; after 14 days, refunds are at Company's sole discretion.

7.6 Currency and Exchange. All prices are stated in USD unless otherwise specified. If payment is made in an alternative currency, you bear the risk of exchange rate fluctuations and any wire transfer or conversion fees.

7.7 Volume Discounts and Enterprise Licensing. For bulk Orders, multi-year commitments, or enterprise licensing, Company may offer volume discounts or custom pricing. Such arrangements must be documented in a signed Order Form and prevail over standard pricing.

8. Intellectual Property

8.1 Company IP. Company and its licensors retain all right, title, and interest in and to: (a) the Service, including platform, software, code, algorithms, and infrastructure; (b) all Datasets and Derivative Works created by Company; (c) the curation methodology, vetting process, quality assurance standards, and legal frameworks; (d) all documentation, training materials, and deliverables; and (e) all patents, copyrights, trademarks, trade secrets, and other intellectual property related to the foregoing. Your license is limited to the rights expressly granted in your Order and these Terms; no other rights are implied or granted.

8.2 Your IP. You retain all rights to your own pre-existing materials and work product created independently of the Service. However, you grant Company a non-exclusive, royalty-free, worldwide, perpetual license to use your feedback, suggestions, and anonymized usage data to improve the Service.

8.3 Derivative Works and Attribution. Any Derivative Work you create (e.g., a model trained on the Datasets) is jointly owned, with Company retaining underlying Dataset rights and you retaining rights to your model architecture and proprietary modifications. For commercial Derivative Works, you may not remove or obscure Dataset attribution unless expressly waived in your Order. You may be required to acknowledge Company as dataset provider in product documentation.

8.4 Trademarks and Logos. You may not use Company's name, logo, trademarks, or branding without prior written consent. Company may identify you as a customer and reference your use of the Service for marketing purposes unless you opt out in writing at any time.

8.5 Legal and Regulatory Notices. Datasets contain embedded attribution, copyright notices, and metadata. These must not be removed or modified. You agree to preserve and display such notices in any public-facing use or distribution of output derived from the Datasets.

9. Customer Materials; Data Confidentiality

9.1 Customer Materials and License. If you supply annotations, prompts, feedback, test cases, or other materials ("Customer Materials"), you represent and warrant that: (a) you own or control all necessary rights; (b) your provision does not violate law, regulation, or third-party intellectual property or privacy rights; and (c) Company's use will not subject Company to liability. You grant Company a non-exclusive, perpetual, royalty-free, worldwide license to use Customer Materials to: (i) perform under your Order; (ii) improve the Service and dataset curation; (iii) train internal models; and (iv) benchmark performance. Company may use anonymized derivatives of your feedback and usage patterns without attribution or compensation.

9.2 Confidentiality Obligations. Each party agrees to protect the other's Confidential Information (including Datasets, pricing, customer lists, methodologies, and technical specifications) using reasonable care (not less than the care applied to its own) and to use such information solely to perform these Terms or an Order. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach; (b) is independently developed; (c) is rightfully received from a third party without restriction; or (d) must be disclosed by law or court order (with reasonable notice to permit objection).

9.3 Duration of Confidentiality. Confidentiality obligations survive termination or expiration of these Terms and any Order for a period of three (3) years, except for trade secrets, which are protected indefinitely under applicable law.

9.4 Personal Data and Privacy. Datasets are designed to exclude personally identifiable information (PII) or are provided with PII removed or de-identified according to legal standards. If your Order requires processing of personal data (e.g., for custom dataset development involving real names or contact details), you and Company will execute a Data Processing Addendum (DPA) compliant with GDPR, CCPA, and applicable privacy laws. The DPA prevails over these Terms for all privacy-related obligations.

9.5 Return or Destruction of Confidential Information. Upon termination or expiration of an Order, Company will, at your request, return or certify destruction of your Confidential Information (excluding anonymized derivatives and backup copies retained for compliance), except that Company may retain one archival copy for legal records and may retain information required by law.

10. Prohibited Uses

You must not use the Service:

  • (a) To provide legal advice, legal representation, or regulated legal services without appropriate professional licensing and compliance with bar regulations;
  • (b) To violate any law, statute, regulation, or court order, including sanctions, export controls, and AML/KYC regulations;
  • (c) To infringe, misappropriate, or violate third-party intellectual property, privacy, publicity, or moral rights;
  • (d) To circumvent security measures, access controls, or authentication mechanisms;
  • (e) To harm, harass, defame, or impersonate any person or entity;
  • (f) To attempt unauthorized access, data scraping, or extraction of non-licensed content;
  • (g) For high-risk applications where failure could reasonably lead to death, personal injury, environmental damage, or substantial financial loss, without express written approval and specialized legal review;
  • (h) To create or train competing legal AI datasets or services, except as permitted in your Order;
  • (i) To re-identify or de-anonymize individuals or reconstruct private information;
  • (j) To modify, reverse-engineer, or extract proprietary curation methodologies.

12. Data Governance and Jurisdiction Specificity

12.1 Jurisdiction Coverage. Datasets are developed and curated for specified jurisdictions (e.g., UAE, Jordan, US federal and state courts). Coverage, accuracy, and completeness vary significantly by jurisdiction based on source availability and legal complexity. Company does not warrant comprehensive coverage or applicability to unlisted jurisdictions.

12.2 Cross-Jurisdictional Use. If you intend to use Datasets across multiple jurisdictions, you acknowledge: (a) potential gaps in coverage; (b) conflicts of law between jurisdictions; (c) necessity of local legal review; and (d) that Company's vetting is not a substitute for local counsel review.

12.3 Evolving Legal Landscapes. Statutory frameworks, case law, and regulatory standards evolve. Datasets provided as static snapshots do not reflect post-curation legal changes. For practice areas with rapid legal development (e.g., AI regulation, cryptocurrency law, data privacy), you must maintain independent monitoring and legal subscriptions.

12.4 Updates and Maintenance. Unless your Order includes a maintenance or subscription component, Datasets are not automatically updated. Optional annual updates, rolling dataset expansions, or continuous legal research services are available at additional cost.

13. Third-Party Services & Open Source

13.1 Third-Party Integrations. The Service may interoperate with or depend on third-party services, APIs, cloud platforms, or data providers (e.g., cloud hosting, payment processors, analytics). Company is not responsible for availability, accuracy, security, or performance of third-party services. Your use is subject to those providers' terms of service and privacy policies.

13.2 Open Source Components. The Service and Datasets may incorporate open-source software, libraries, or materials subject to applicable open-source licenses (e.g., MIT, Apache 2.0, GPL). Such licenses are incorporated by reference and apply to their respective components. You acknowledge and comply with all open-source license obligations, including attribution and derivative-work licensing requirements.

13.3 No Liability for Third-Party Services. Company is not liable for any interruption, unavailability, errors, or losses caused by third-party services. Your remedies are limited to the third-party provider's terms.

14. Beta / Experimental Features

Company may offer beta, pilot, trial, or experimental features or Datasets marked as "Beta," "Pilot," "Experimental," or similar designation. Such features are provided "as is," "as available," with no warranties, support commitments, uptime guarantees, or service level agreements. Company may modify, discontinue, or charge for beta features at any time without notice. You use beta features entirely at your own risk and acknowledge that they may contain bugs, errors, or cause data loss.

15. Disclaimers

To the maximum extent permitted by applicable law, the Service and Datasets are provided on an "as is" and "as available" basis, with all faults and defects. Company DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

  • (a) Warranties of accuracy, completeness, timeliness, or currency of Dataset content;
  • (b) Warranties of non-infringement of third-party intellectual property rights;
  • (c) Implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-interference;
  • (d) Warranties arising from course of dealing, course of performance, or usage of trade;
  • (e) Warranties that the Service will be error-free, uninterrupted, or secure;
  • (f) Warranties that the Service will meet your business objectives or legal requirements.

Datasets may contain errors, omissions, outdated information, conflicts between sources, or evolving legal interpretations. You are solely responsible for verification and legal review. Some jurisdictions limit disclaimer enforceability; if such limitations apply, disclaimers are narrowed to the maximum extent permitted.

16. Limitation of Liability

16.1 Excluded Damages. To the maximum extent permitted by applicable law, in no event will Company be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including: (a) loss of profits, revenue, business opportunity, or goodwill; (b) loss of data, privacy, or security; (c) cost of substitute goods or services; (d) business interruption; (e) reputational harm; or (f) any claim by a third party—even if Company has been advised of the possibility of such damages.

16.2 Liability Cap. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE, COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE, THESE TERMS, AND ANY ORDER WILL NOT EXCEED THE GREATER OF: (A) USD 100; OR (B) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO COMPANY UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Essential Basis of Bargain. You acknowledge that Company's pricing and willingness to enter into these Terms are premised on these liability limitations. These limitations would not be acceptable but for such allocation of risk.

17. Indemnification

17.1 Your Indemnification Obligation. You will defend, indemnify, and hold harmless Company and its parent companies, affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:

  • (a) Your use of the Service or Datasets in violation of these Terms or applicable law;
  • (b) Your Customer Materials, annotations, or feedback;
  • (c) Your breach of any representation, warranty, or obligation under these Terms or an Order;
  • (d) Your infringement or misappropriation of third-party intellectual property, privacy, or rights;
  • (e) Claims that your Derivative Works infringe third-party rights;
  • (f) Your use of the Service for high-risk or prohibited purposes.

17.2 Defense and Settlement. Company will: (a) promptly notify you of a claim; (b) grant you sole control of defense and settlement (subject to Company's approval, not to be unreasonably withheld); and (c) provide reasonable cooperation at your expense. You will not settle any claim without Company's written consent.

18. Term; Suspension; Termination

18.1 Term. These Terms commence on the date you first access or use the Service and continue in perpetuity unless terminated by either party. Each Order has its own term as specified; termination of an Order does not terminate these Terms.

18.2 Termination by Company. Company may suspend or terminate your access, license, or the Service immediately and without notice if:

  • (a) You materially breach these Terms or an Order and do not cure within 15 days of written notice;
  • (b) You fail to pay fees due within 15 days of written demand;
  • (c) Your use poses legal risk, violates sanctions, or violates law;
  • (d) Your use involves prohibited uses, circumvention, or misuse;
  • (e) You are insolvent, bankrupt, or subject to receivership;
  • (f) We believe in good faith that continued provision poses legal or business risk.

18.3 Termination by You. You may terminate an Order by written notice; however, you remain liable for all fees through the notice date plus any early termination penalties specified in the Order. Termination does not refund prior payments.

18.4 Effect of Termination. Upon termination or expiration: (a) your license ends; (b) you must cease all use of the Datasets and the Service; (c) you must return or delete all Datasets and Confidential Information (except as required by law or retained in backup); (d) your obligations for payment and indemnification survive; and (e) provisions regarding IP, confidentiality, disclaimers, and liability limitations survive indefinitely.

18.5 Survival. Sections 6 (Data Quality), 7 (Fees), 8 (IP), 9 (Confidentiality), 10 (Prohibited Uses), 11 (Legal Compliance), 12 (Data Governance), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), and 21 (Miscellaneous) survive termination or expiration.

19. Changes to the Service or Terms

19.1 Service Changes. Company may modify, suspend, or discontinue the Service or any feature at any time. We will provide reasonable notice of material changes (at least 30 days via email or in-app notification). Continued use after notice constitutes acceptance of changes.

19.2 Terms Changes. Company may update these Terms at any time. Material changes will be posted with an updated date and, where required, will be communicated via email or in-app notice. Your continued use after changes constitutes acceptance. If you do not agree with changes, your only remedy is to terminate your Orders and stop using the Service.

19.3 Order Amendment. Changes to Order pricing, scope, exclusivity, or other commercial terms require written amendment signed by both parties. Verbal agreements are not binding.

20. Governing Law; Dispute Resolution; Arbitration

20.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles. Applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

20.2 Jurisdiction and Venue. Except as provided in the arbitration clause below, each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Delaware (Wilmington), and each party waives any objection to jurisdiction or venue in such courts.

20.3 Arbitration. EXCEPT FOR CLAIMS SEEKING INJUNCTIVE OR EQUITABLE RELIEF, CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT, AND CLAIMS BY EITHER PARTY TO RECOVER PAYMENT FOR DATASETS OR FEES, ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR AN ORDER WILL BE FINALLY RESOLVED BY CONFIDENTIAL BINDING ARBITRATION administered by JAMS (Judicial Arbitration and Mediation Services) under its Comprehensive Arbitration and Mediation Rules, administered by a single arbitrator. The arbitration will be conducted in Wilmington, Delaware, in the English language. The arbitrator may award any relief that would be available in court but will not have authority to award punitive damages or to modify the liability limitations. Judgment on the arbitrator's award may be entered in any court having jurisdiction. Each party bears its own arbitration costs and attorney's fees unless the arbitrator awards such fees to the prevailing party.

20.4 Informal Resolution. Before initiating arbitration, the parties agree to attempt informal resolution by exchanging written descriptions of the dispute and negotiating in good faith for 30 days.

20.5 Class-Action and Jury Waiver. YOU AND COMPANY AGREE THAT ANY PROCEEDING (WHETHER IN COURT OR ARBITRATION) WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE ACTION. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

21. Export & Sanctions Compliance

21.1 Export Control Compliance. Datasets and the Service may be subject to US export control laws, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). You represent that: (a) you are not a denied party, entity, or individual listed on OFAC, BIS, State Department, or other sanctions lists; (b) you are not located in an embargoed country or region (including Crimea, Iran, North Korea, Syria, Cuba); (c) you are not using the Service for prohibited end-uses (nuclear, missile, chemical, biological weapons).

21.2 Restricted Parties. You will not permit access to the Service by any restricted parties, embargoed nations, or individuals on sanctions lists. You are solely responsible for compliance with sanctions and export regulations and for obtaining necessary licenses or approvals.

21.3 Denial of Service. Company may deny access or suspend service to any individual or Entity subject to sanctions or if Company believes access violates sanctions or export laws.

22. Force Majeure

Neither party is liable to the other for failure or delay in performing obligations under these Terms if such failure or delay results from causes beyond reasonable control, including: acts of God, earthquakes, pandemics, war, terrorism, government actions, labor disputes, network failures, power outages, or Internet infrastructure failures. If a force majeure event prevents performance for more than 30 days, either party may terminate the affected Order without liability. Monetary obligations are not excused by force majeure except for data hosting or delivery fees during documented outages.

23. Data Retention and Destruction

23.1 Retention During Term. During the term of your Order, Company will retain your account information, license records, and relevant Datasets on secure servers. You may request data portability or retrieval at any time.

23.2 Retention Post-Termination. Upon termination or expiration of your Order, Company will: (a) retain license records for seven (7) years for tax, audit, and compliance purposes; (b) retain anonymized usage analytics indefinitely for service improvement; (c) delete Customer Materials and personal data within 90 days, unless legally required to retain or unless you request retention in a separate Data Processing Addendum; and (d) may retain one (1) archival backup for disaster recovery for up to one (1) year, subject to confidentiality protections.

23.3 Certification of Destruction. Upon written request, Company will provide a written certification of data destruction within 30 days of termination, subject to legal retention requirements.

23.4 Legal Holds. Company may delay destruction if required by law, regulation, litigation hold, or regulatory audit. Company will notify you of legal holds and destruction will proceed once the hold is lifted.

24. Audit and Compliance Rights

24.1 Company Audit Rights. Company reserves the right to audit your use of the Datasets and Service to verify compliance with these Terms and your Order, including: (a) scope limits (number of users, deployment targets); (b) license restrictions (non-redistribution, field-of-use); (c) data handling and security practices. Audits may be conducted via: (i) automated monitoring; (ii) log review; (iii) third-party auditor review (with appropriate confidentiality protections); or (iv) direct inspection upon reasonable notice.

24.2 Your Cooperation. You will cooperate with audits and provide reasonable access to systems, logs, and documentation. If an audit reveals material non-compliance (e.g., unauthorized redistribution, scope overages exceeding 10%), you will: (a) cure within 15 days; (b) pay audit costs if non-compliance exceeds 5% of scope; and (c) pay retroactive fees for any unlicensed use at 150% of applicable rates.

24.3 Frequency. Audits may be conducted no more than once per calendar year unless prior audit revealed material non-compliance, in which case more frequent audits are permitted.

25. Notices

25.1 Method of Notice. Company may provide notices to you via: (a) email to your registered email address; (b) in-app notifications within your account dashboard; (c) posting on the Service; or (d) physical mail to your last registered address. You will be deemed to have received email or in-app notices within 24 hours of delivery.

25.2 Your Notices to Company. Formal legal notices must be in writing and sent to Company at:

Entropy Partners, Inc.
Attn: Legal Department
Email: legal@entropyauction.com
Email (Support): support@entropyauction.com
Physical Address: [To be provided upon request]

Notices are effective upon receipt.

26. Miscellaneous

26.1 Assignment. You may not assign, transfer, sublicense, or delegate these Terms or any rights/obligations without Company's prior written consent (not to be unreasonably withheld, except for transfers to competitors without consent). Company may assign these Terms to an affiliate or in connection with a merger, acquisition, bankruptcy, or sale of substantially all assets, and you will not unreasonably object. Any unauthorized assignment is void.

26.2 Entire Agreement and Order of Precedence. These Terms and any applicable Order (SOW, invoice, order form) constitute the entire agreement between the parties and supersede all prior negotiations, understandings, and agreements, whether written or oral. If there is a conflict between documents, the order of precedence is: (i) a signed Order Form; (ii) an invoice or checkout record; (iii) these Terms; (iv) any attachments or exhibits. Course of dealing, course of performance, or trade usage will not modify these terms.

26.3 Amendment and Waiver. These Terms may not be amended except by written agreement signed by both parties. No waiver of any provision or breach is effective unless in writing and signed by the waiving party. Failure to enforce any provision is not a waiver of that provision or any other provision.

26.4 Severability. If any provision of these Terms is held unenforceable by a court of competent jurisdiction, such provision will be reformed to the minimum extent necessary to make it enforceable, or if not possible, severed. The remainder of these Terms will remain in full force and effect.

26.5 Counterparts. These Terms and Orders may be executed in counterparts (including electronically), each of which constitutes an original and all of which together constitute one agreement.

26.6 Publicity and References. Company may identify you as a customer and may reference your use of the Service in marketing materials, case studies, and customer lists unless you opt out in writing within 30 days of Order execution. Opt-out requests will be honored going forward.

26.7 S-Corp Tax Election and Entity Status. If you are a US-based S-corporation, C-corporation, or other business entity, you represent that you have provided accurate tax documentation and that your use complies with your corporate bylaws, operating agreements, and board resolutions. Company does not verify corporate authority and relies on your representations. Any tax consequences or corporate governance issues are your sole responsibility.

26.8 No Partnership or Agency. These Terms do not create a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind, represent, or commit the other except as expressly stated in writing.

26.9 Equitable Relief. You acknowledge that breach of these Terms may cause irreparable harm not fully remedied by monetary damages. Company is entitled to seek injunctive or equitable relief to prevent breach or enforce confidentiality, non-circumvention, and intellectual property protections, in addition to all other remedies.

26.10 DPA and Privacy Addendum. If your Order involves processing of personal data or if you request compliance with GDPR, CCPA, LGPD, or similar privacy laws, a Data Processing Addendum (DPA) will be executed that prevails over these Terms for all privacy-related obligations and data handling requirements. Such DPA will be negotiated in good faith and will incorporate standard clauses as needed for international data transfers.

27. Contact Information

Questions, concerns, or requests regarding these Terms, the Service, or your Order can be directed to:

Entropy Partners, Inc.
General Support: support@entropyauction.com
Legal Inquiries: legal@entropyauction.com
Business Development: partnerships@entropyauction.com
Data Privacy (DPA/GDPR): privacy@entropyauction.com
Website: entropyauction.com

We aim to respond to all inquiries within five (5) business days.

Back to Registration