1. Agreement

1.1. These Terms and Conditions of Sale of EntryLogic Inc., (“EntryLogic”) apply to sales of EntryLogic’s products and services. A copy of these Terms and Conditions of Sale is available from EntryLogic’s website at entrylogic.com/terms-and conditions/. By placing orders by website, from EntryLogic’s applications, or by telephone, you (“you” or “Customer”) accept, without limitation or qualification, these Terms and Conditions of Sale.

1.2. EntryLogic may revise these Terms and Conditions of Sale at any time by posting the revised Terms of Use on EntryLogic’s website, and Customer agrees that orders placed after such revisions will constitute your acceptance of such revisions.

1.3. If you are signing up for an EntryLogic software subscription service with a minimum contract term, you’ll also find the information herein about that contract term and what happens if you cancel your EntryLogic software subscription service early or do not pay on time.

2. Limited-Service Warranties

2.1. Services offered by EntryLogic may, in EntryLogic’s sole discretion, require a subscription and may be limited to U.S. and Canadian-based entities only.

2.2. The provision of our service to non-exclusive and there is nothing in these Terms and Condition of Sale that circumvents us from offering and/or provisioning our service to others.

2.3. You expressly agree that the use of any services provided by EntryLogic is at your sole risk. All EntryLogic services are provided on an “AS IS” and “AS AVAILABLE” basis for your use without warranties or conditions of any kind, either express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and these arising from a course of dealing or usage of trade. We do not warrant that the services will operate error-free or that you will be able to access or use the services at times or locations of your choosing.

3. Substitution and Discontinuation

3.1. EntryLogic may modify the specifications of the product or the features or services at any time without notice and may substrate delivery of such products provided such modifications do not, in EntryLogic’s sole judgment materially affect form, fit, or function. EntryLogic is not obligated to continue the development of any product or continuing offering any service.

4. Terms and Conditions Applicable to EntryLogic Services

4.1. EntryLogic will make all reasonable efforts to ensure the service is available on a 24/7 basis. However, it is possible from time to time that the service may not be available due to maintenance or other requirements, or in the event of Force Majeure (Section 10042021v.2 19.3). We will make reasonable efforts to notify on the Website details of planned unavailability.

4.2. If your usage of the service significantly exceeds the average usage of the service, as determined at the sole discretion of EntryLogic, we reserve the right to limit your usage of the service.

4.3. When elected, you will have access to and use of EntryLogic’s services on a trial basis. (Free Trial Period). When in the Free Trial Period, the following terms will apply:

4.3.1. You will have full access to the features included in the plan you’ve selected for the trial period.

4.3.2. During the Free Trial Period, the service will be offered on an “AS IS” basis, and, all conditions, warranties, and indemnities relating to the service are excluded by us to the full extent permitted by law.

4.3.3. No feeds are due for your access and use during the Free Trial Period. You must purchase access to the paid version if you wish to continue accessing and using the service after your Free Trial period ends.

4.3.4. If you elect not to purchase access to a paid version after the Free Trial Period, you will no longer have access to your account. Your data will be retained for a period of up to 6 months; however, there is no guarantee that it can be restored if you decide to subsequently subscribe at a later date.

5. From time to time, EntryLogic may offer services for you to purchase or try. You may be permitted to access such services in a variety of manners such as a web portal or through a kiosk client. In order to use EntryLogic services, you must: (i) be age 18 or older; (ii) agree to these Terms and Conditions of Sale, (iii) create an account by completing the registration process; (iv) by an authorized representative of the account holder; and (v) have a suitable connection to the internet (which is not provided by EntryLogic.) As the services continuously evolve over time, we reserve the right to modify these requirements at our
sole discretion.

6. You hereby represent and warrant that all information that you submit during the registration process is true and accurate. You are responsible for maintaining the confidentiality of your account username and password. You agree to notify us immediately of any unauthorized use or theft on your account or any other breach of security (and to provide properly documented evidence as reasonably requested by us.) As the account holder, you are responsible for any and all actions were taken by any person that has attained or granted access to your account. If you breach these Terms and Conditions of Sale, EntryLogic may terminate your account or otherwise suspend or terminate your access to the service.

7. You are solely responsible for obtaining the equipment and telecommunication services necessary to access the services, and all fees associated therewith (such as computing devices, peripherals, and internet services, and associated charges.)

8. All rights, title, and interest, including all copyrights, in and to such items (including but not limited to any images, photographs, animations, video, audio, text, and functionality), any accompanying printed materials, and any copies of all or any portion of the source code contained in the services or client applications, are owned by EntryLogic. All rights not expressly granted to you are reserved by us.

9. You are encouraged to provide feedback to us regarding the service, including by not limited to usability, bit reports, and test results (collectively “Feedback’.) It is expressly agreed that all rights, title, and interest, including all copyrights, to all Feedback, is owned by EntryLogic. You hereby assign and convey to us any rights and interests in any such Feedback you may have, create, or provide during the term of this Agreement. To the extent that such assignment is held to be invalid or unenforceable, you hereby grant to us a perpetual, exclusive, transferable, royalty-free license to use any Feedback.

10. EntryLogic Company Services Use Restrictions

10.1. You may not institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the service or otherwise attempt to disrupt the service or any other person’s use of the service. Any such attempt is a violation of criminal and civil laws. In the event that you make or assist in such an attempt, we reserve the right to seek damages or criminal prosecution (or both) to the maximum extent permitted by law.

10.2. You may not attempt to gain unauthorized access to the services, others’ accounts whether through hacking, password mining, false key creation, or any other means.

10.3. You may not obtain or attempt to mine any information from the services through any means not internally made available by users through the Client applications. You may not reverse engineer, decompile or disassemble any of the services, including any proprietary communication protocols used by these services.

10.4. Only we may host EntryLogic services. You may not establish an emulated service environment, regardless of the method used to do so. Such prohibited methods may include, but are not limited to, protocol emulation, reverse engineering, modifying the Client Applications, adding components to the Client applications, or using any utility program to host the service in any manner.

11. Payment

11.1. A valid credit card, debit card, or available form of payment indicated on the EntryLogic website, is required for purchase.

11.2. You will be charged in full at checkout for the product, sales tax (if applicable), and any additional products or services you selected. If you are dissatisfied with your purchase in any way, you may cancel the subscription for a refund in accordance with the Refund Policy below.

11.3. If EntryLogic has the legal obligation to pay or collect taxes for which the Customer is responsible, including but not limited to, sales, use, and all other taxes and duties that are imposed by reason of performance of EntryLogic under this Agreement, 10042021v.2 the appropriate amount shall be invoiced to and paid by the Customer, unless Customer provides EntryLogic with a valid tax exemption certificate from the appropriate taxing authority.

12. EntryLogic Subscription Billing Agreement

12.1. By placing an order for a trial subscription to EntryLogic, you agreed to the following Terms of Sale:

12.2. The free trial allows you full access to EntryLogic’s software for a period of fourteen (14) days from the date that you activate the trial.

12.2.1. EntryLogic will send email reminders several days throughout your trial period, leading up to and prior to your trial termination, providing you an opportunity to convert your trial to a paid subscription.

12.2.2. If you decide not to become a paying user of the EntryLogic service, you will no longer have access to the EntryLogic software.

12.2.3. EntryLogic reserves the right to withdraw or to modify this Free Trial Offer and/or the Terms and Conditions of the Free Trial at any time without prior notice and with no liability.

13. For Paid Orders:

13.1. By placing an order for a subscription to EntryLogic, you agree to the following Terms of Sale:

13.1.1. You agree to pay any charges listed on your Order Review today;

13.1.2. Your EntryLogic software subscriptions begin on the day of your order (today);

13.1.3. You authorize EntryLogic to renew your subscription automatically at the end of the subscription term (monthly or annual) at the rate provided in this order;

13.1.4. You authorize Entry Logic to charge your provided payment method on this order every period (monthly or annual) for continued service;

13.2. You may upgrade, downgrade, or cancel your service at any time;

13.3. Cancellations will be handled in accordance to the refund policy contained herein;

13.4. Service will terminate on the day of the cancellation.

14. Past Due Amounts

14.1. In the event that you fail to make a required payment on the due date, all remaining payments shall immediately become due and owing. In addition, you will be charged a lay fee of USD$20 per month on any past due amounts owed and, should your account be sent to an outside collections agency, EntryLogic shall, in addition to the USD$20 per month fee, be entitled to reimbursement of all costs, expenses, and reasonable attorneys’ fees incurred in attempting to collect any outstanding amounts owed.

15. About Credit Card Account Updated Programs

15.1. EntryLogic is enrolled in Authorize.net’s credit card and billing updater program. This program enables sharing updated account information between EntryLogic and 10042021v.2 your credit card company. This process starts after we submit your recurring billing authorization to your credit card company. If your card number or expiration date has changed since you placed your original order, we receive your updated account information. Once we receive your updated account information, we automatically update your payment profile and attempt to process the transaction. To verify your issuing bank’s participation in the program, please contact your credit card company.

16. Refund Policy: Cloud Subscription Refunds

16.1. Monthly Plans

16.1.1. No prorated refunds. Cancellation will occur one day prior to your next billing period.

16.2. Annual Plans

16.2.1. Paid purchases: No refunds allowed after thirty 30 days from the original purchase date.

16.2.2. Automated renewals (Annual Plans only): A refund of the renewal charge is allowed within thirty (30) days of renewal.

16.2.3. Prorated refunds are not permitted.

17. Sales of Devices and Peripherals

17.1. All prices do not include charges for shipping, handling, sales/use taxes, customs duties, or other fees imposed by your country.

17.2. You, the customer, are responsible for any VAT, tariff, duty, taxes, handling fees, customs clearance charges, etc., as required by your country. These charges are separate from your shipping charges, and you will be billed directly from the carrier. If you are unfamiliar with customs fees and charges, please speak to your local postal or customs office for more information. If is your full responsibility to verify the customs, duty charges, and procedures in your country prior to placing your order. If custom fees and charges are refused at the time of delivery, your order will be returned and you will not receive a refund for the shipment costs.

17.3. EntryLogic ships via United Parcel Service (UPS) and our shipments fall under the UPS delivery and holiday schedule. EntryLogic in no way guarantees or promises delivery dates and times for our orders.

17.4. EntryLogic has no obligation to provide service and support except in accordance with the limited warranty applicable to the covered product. Limited warranties and service offerings may vary from product to product. For covered product, an EntryLogic support agent will first attempt to handle any problems by telephone or email. If it is determined that the product needs to be returned, you must follow the return procedure applicable to the limited warranty. All returns require a Return Authorization (RA) number. To obtain an RA number, please contact our support team at support@entrylogic.com. All products must be returned to EntryLogic within ten (10) days of receipt of the RA. All costs associated with the returns are the customers responsibility and returns must be sent prepaid. Returns sent without an RA number or collect, will be refused. Upon receipt, EntryLogic will inspect the product to be certain 10042021v.2 all parts are included and no abuse, misuse, or user-neglect was responsible for the damages which caused the return.

17.5. Physical Damage to any product purchased at EntryLogic.com will effectively void warranty coverage. Physical damage includes but is not limited to improper handling and/or any other type of damage sustained by irregular usage.

18. Limitation of Liability

18.1. In no event shall EntryLogic be liable to the Customer, whether as a result of a breach of contract, an equitable claim, warranty, tort (including negligence), failure of a remedy to accomplish its purpose, or otherwise, for special, incidental, or consequential damages including but not limited to, loss of profits or revenue, loss of use of the product or service, loss of data, damage to associated equipment, rework, recall costs, downtime of plant or equipment, cost of substitute equipment of products or claims for such damages.

18.2. In no event shall EntryLogic be liable to the Customer, whether as a result of a breach of contract, an equitable claim, warranty, tort (including negligence), failure of a remedy to accomplish its purpose, or otherwise, for an amount in excess of the aggregate monies actually paid to EntryLogic Inc. for the product or services which gives rise to the claim(s).

18.3. EntryLogic shall not be responsible for any costs or expenses related to a security incident that is caused by the acts or omissions, misconduct, negligence, or fraud by our of Customer or any of its users, employees, agent, or contractors.

19. Indemnification

19.1. Customer’s use of products and services are at Customer’s own risk, and Customer shall defend, indemnify and hold EntryLogic harmless from all liability and costs (including court costs and attorney’s fees) resulting from claims, demands, or actions (including without limitation any claims for injuries or property damage) brought against EntryLogic by anyone (including without limitation third party visitors of the Customer’s premises) caused directly or indirectly by (i) Customer’s breach of terms of these Terms and Conditions of Sale and/or EntryLogic’s Privacy Policy , or (ii) the actions or omissions of Customer with regard to EntryLogic’s products or services.

20. Miscellaneous

20.1. EntryLogic’s sale of any products and services is expressly conditioned upon Customer’s acceptance of these Terms and Conditions of Sale. Customer’s taking delivery of all, or any part of a product shipment and/or Customer’s login to EntryLogic’s service or subscription, is evidence of such acceptance. Any and all terms and conditions presented by Customer which are different from or in addition to those contained herein hereby rejected, and of no effect.

20.2. Customer may not, whether intentionally or unintentionally, violate any applicable local, state, national, or international law or regulation in connection with 10042021v.2 your use of EntryLogic, including without limitation, making available any material or information that infringes any copyright, trademark, patent, trade secret, or other rights of any party (including rights of privacy or publicity.)

20.3. Privacy Policy: By agreeing to the Terms and Conditions of Sale, you acknowledge that EntryLogic may collect, use, and disclose your information as described in our Privacy Policy, which may be accessed by clicking here. The terms and conditions of our Privacy Policy are fully-incorporated into these Terms and Conditions of Sale.

20.4. Force Majeure: EntryLogic shall be excused from performance, and have no liability from any such non-performance under these Terms and Conditions of Sale, where such non-performance is caused by an event beyond EntryLogic’s control, including but not limited to, acts of government, whether in sovereign or contractual capacity, war, civil disturbances, terrorism, material or manufacturing unavailability, labor difficulties or disputed, failure of or delay in delivery by EntryLogic’s suppliers or carriers, commercial impracticability (irrespective of foreseeability at time of contracting), shortages of energy, raw materials, labor, or equipment, the inadequate yield of the product despite EntryLogic’s reasonable efforts, accident, fire, flood, storm, or other Acts of God.

20.5. Assignability: Customer shall not assign these Terms and Conditions of Sale or any right or interest therein without the prior written consent of EntryLogic. Any assignment in contravention of the foregoing shall be null and void.

20.6. EntryLogic shall be entitled to identify Customer as a customer of EntryLogic. Customer hereby grants EntryLogic a non-exclusive, non-transferable, worldwide, royalty-free licensee to use Customer’s trademarks, service marks and trade names (“Marks”) in conjunction with the foregoing and in accordance with Customer’s brand guidelines, if any, during the Term. Any other use of Customer’s name or Marks in any advertising, promotional or sales literature, or in any other form of publicity, news release or other public announcements shall require Customer’s prior written approval.

20.7. These Terms and Conditions of Sale supersede all previous communications, transactions, and understandings, whether oral, or written, and constitute the sole and entire agreement between the parties pertaining to the subject matter hereof. No modification, deletion, or waiver of, or addition to these terms shall be binding on EntryLogic unless made in writing and signed by a duly authorized representative of EntryLogic.

20.8. Governing Law/Arbitration: These Terms and Conditions of Sale are governed by the laws of the State of Illinois, USA, without regard to its choice of law provisions. EntryLogic and Customer agree that any and all existing or future controversy or claim between them arising out of or related to these Terms and Conditions of Sale, or any other agreements between the parties, whether based in contract, law, or equity, or alleging any other legal theory, or arising prior to, in connection with, or after the termination of these Terms and Conditions of Sale or any other agreements, shall be resolved by mandatory binding arbitration under the commercial rules of the American Arbitration Association. You agree the place of arbitration shall be in DuPage County, Illinois. The parties shall attempt in good faith to agree to an arbitration plan and the procedures for arbitration. Unless mutually agreed to otherwise, the parties jointly will 10042021v.2 appoint a single arbitrator who is experienced in the active practice of commercial contracts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any sale hereunder. These Terms and Conditions of Sales shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.

20.9. Attorneys’ Fees and Costs: Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. EntryLogic reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions of Sale. If EntryLogic prevails in any action to enforce these Terms and Conditions of Sale or any rights hereunder, the arbitrator(s) shall award to EntryLogic, as determined by the arbitrators, all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.

20.10. A decision by any Arbitrator that one or more of the provisions contained in these Terms and Conditions of Sale is invalid, illegal, or unenforceable in any respect shall not affect any other provision of these Terms and Conditions of Sale so long as the material substance of the transactions contemplated herein is not affected in any manner adverse to any party. The agreement to arbitrate shall survive termination of these Terms and Conditions of Sale. If any clause within the arbitration provision is found to be illegal or unenforceable, that clause will be severed from the arbitration provision, and the remainder of the arbitration provision will be given full force and effect.