Terms and Conditions

These Terms and Conditions ("Agreement", or "Terms") are a legally binding agreement between Ente Technologies, Inc. ("Ente," "we," "us," "our") and

(i) Visitors: Visitors are any person that visit our website or App but do not have any Account on our Platform or have not subscribed to our Services; and

(ii) Subscribers: Subscribers are all Visitors who have a registered Account on our Platform and successfully completed Registration as per Section 4.

Subscribers and Visitors are collectively referred to as "Users". All Users acknowledge and agree that their use of the Ente platform ("Platform") or accessing Ente's websites, Ente's application programming interface, or and Ente's mobile application (collectively the "Services") will be governed by this Agreement, our Privacy Policy, and any related terms. If Users are unsure as to the terms of this Agreement, they should not proceed further and contact us at support@ente.io. User's use of our Services shall constitute User's acceptance of this Agreement and to all of the terms and conditions stated under this Agreement and our Privacy Policy referenced herein.

PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION.

1. INTRODUCTION TO ENTE

Ente provides cloud based mobile and desktop storage apps with a focus on security and privacy. Ente was born out of a need for a simple, private archival solution for personal photos, videos, files, keys, etc. ("Files"). Users may access our Services through our website at https://ente.io/ or download our apps from https://ente.io/#download. Using Ente, Subscribers can do the following:

• encrypt their Files by way of user-controlled encryption ("UCE"),
• upload, access, store, manage, share, communicate, download and decrypt Files and other data ("Data"); and
• give access to their Data and Files to others ("Authorized Person(s)").

2. PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information Users provide to us when Users access or register for our Services. Users understand that through their use or accessing of our Services, they consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by Ente and our affiliates.

3. ELIGIBILITY TO ACCESS OUR WEBSITE/APP OR USE OUR SERVICES

(a) For Visitors: To be eligible to access our websites or apps, Visitors must meet the following criteria and represent and warrant that they: (a) are 18 years of age or older; (b) are not currently restricted from accessing our websites or apps, (c) are not our competitor, or are not using our Services for reasons that are in competition with us; (d) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which they are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at their cost all equipment, browser software, and internet access necessary to use our Services.

(b) For Subscribers: To be eligible to create an Account on our Platform, as described in Section 4, or use our Services, Subscribers must represent and warrant that (a) they satisfy all conditions of Section 3(a), (b) they will only maintain one registered account at any given time, (c) they are not prohibited from having an Account on our Platform

4. REGISTRATION FOR SUBSCRIBERS

a) Setting up an Account: A Visitor may only use our Platform and Services ("Registration") if they set up an account on our Platform ("Account"). For setting up an Account, they will be required to (a) enter their email address, and (b) set up a password ("Password") (collectively, the "Account Information"). Upon setting up an Account, the Visitor shall become a Subscriber.

b) Verification: Upon providing their Account Information to Ente, Subscribers will be prompted to verify their email to complete their Registration.

c) Recovery Key: Upon a successful Registration, we also provide Subscribers with a "Recovery Key" that they should download and save securely. This Recovery Key may be used to access the Subscriber's Account in the event they lose access to Subscriber's Password, and should not be shared with anyone else.

d) Financial Information and Subscription: Upon Registration, Subscribers will automatically be allowed to use the "Free Plan" as defined and detailed in Section 6 of these Terms. Subscribers may upgrade and change to a different plan ("Subscription"), as defined and detailed in Section 6 of these Terms, at any time during the Free Plan or at the Registration itself. To confirm a Subscription, Subscribers will have to provide us with certain financial information, as collected by our third party payment processors. By confirming Subscription, Subscribers will allow Ente to charge their card for the payments (including future payments), as authorized in accordance the Subscription Plan selected.

5. SUBSCRIBERS' USE OF OUR PLATFORM

a) Subscriber's Files and Data: When Subscribers use our Services, they provide us with their Files and Data. These Terms don't give us any rights to a Subscriber's Files and Data except for the limited rights that enable us to offer the Services. We need a Subscriber's permission to host their Files and Data, back it up, and share it when a Subscriber asks us to. Subscribers represent and warrant that they own, or are authorized to use, any intellectual property in any Files or Data they store on, use, download, upload, share, access, transmit or otherwise make available to or from, our systems or using our services. Subscribers grant us a worldwide, royalty-free license to use, store, back-up, copy, transmit, distribute, communicate, modify and otherwise make available, their Files and Data, solely for the purposes of providing our Services and in accordance with these Terms and the Privacy Policy.

b) UCE and Securing Subscriber's Data: UCE is fundamental to our services. This means that the Subscribers, not us, have encrypted control of who has access to their Files and Data. SUBSCRIBERS MAY NOT SHARE THEIR PASSWORD OR RECOVERY KEYS WITH ANYONE ELSE UNLESS THEY WISH THEM TO HAVE ACCESS TO SUBSCRIBERS' DATA AND FILES.

c) Allowing Others to Access Data: If a Subscriber allows others (Authorized Persons) to access Subscriber's data (e.g. via any of the sharing features such as public links within Ente), (i) the Authorized Person must accept these Terms, (ii) the Subscriber will be responsible for actions and omissions of the Authorized Persons while they are using our Services, and (iii) the Subscriber agrees to fully indemnify us for any claim, loss, damage, fine, costs (including our legal fees) and other liability if Authorized Persons breach any of these Terms.

d) Subscriber's Undertakings: Subscribers (i) represent and warrant that all information they provide is true, accurate, current and complete, (ii) agree to maintain and update Account Information to keep it current, (iii) understand that they are responsible for maintaining the confidentiality of their Account Information and Recovery Key, (iv) may not transfer or share Account Information and Recovery Key with anyone unless they are Authorized Person, (v) understand that if they lose or misplace their Password and Recovery Key, they will lose access to their Files and Data; (vi) shall maintain copies of all Data stored by them on our Platform, (vii) agree to immediately notify us upon becoming aware of any unauthorized use of their Account Information or Recovery Key, and (viii) understand that they are responsible for all activities that occur under their Account.

e) Ente's Obligations: Ente reserves the right to take any and all action, as it deems necessary, regarding the security of our Service and a Subscriber's Account Information. Under no circumstances shall Ente be held liable to a Subscriber for any liabilities or damages resulting from or arising out of a Subscriber's use of the Platform, Account Information, Recovery Key or a Subscriber's release of the Account Information to a third party. Ente confirms that it will never send Subscribers emails asking for Subscriber's Password or Recovery key.

6. PLANS AND PAYMENT

a) For Visitors: Access to our websites or apps is currently provided at no cost. If we change this in the future, we will communicate such modification to Visitors as per the procedure detailed under these Terms.

b) For Subscribers:

(i) Free Plan: Subscribers can register to use our Services on a trial basis as per the terms of these Terms ("Free Plan"). Upon Registration, Subscribers will automatically be allowed to use the Free Plan, the storage limit and duration of which are available at https://ente.io/#pricing ("Free Storage"). If Subscribers cancel a Paid Plan Subscription, they shall no longer be entitled to a Free Plan.

(ii) Paid Plans: Ente offers monthly and yearly paid Subscription plans ("Paid Plans"). Each Paid Plan allows a certain usage/storage limit, that is the amount of Files and Data Subscribers may upload and store on our Platform ("Storage Limit"). These Paid Plans, their Storage Limits and, corresponding fees ("Fees") may be found at https://ente.io/#pricing. Subscribers may opt to subscribe to a Paid Plan at the time of Registration or at any time during the Free Plan ("Purchase" or "Paid Subscription"). Subscribers may increase their Storage Limit at any time during the duration of their ongoing Paid Plan by updating to a different Paid Plan and consenting to the such different Paid Plan's payment terms and Storage Limits. In the event that we modify the Paid Plans and their respective fees ("Fees") in the future, we will update that on the aforementioned link.

(iii) Fees: In accordance with the selected Paid Plan, the Fees will be billed monthly or annually. Subscribers will pay, if applicable, all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by these Terms, excluding only taxes based on Ente's net income. Subscriptions of Paid Plans are recurring will renew indefinitely, either monthly or annually, based upon Subscriber's chosen Paid Plan, unless the Subscription is cancelled prior to a renewal date. For recurring Paid Plan Subscriptions established via our apps using in-app-purchase platforms, Subscribers should refer to their app store or play store account for details and terms of the Subscription. Any other recurring Paid Plan Subscriptions will renew on the same day of month as it was established, except in cases where the day is not available due to a short month, in which case the renewal date will be moved to the first day of the following month.

(iv) Refunds: Unless otherwise provided by applicable laws or by a particular Service offer, all Purchases are final and non-refundable. If Subscribers believe that Ente has charged them in error, they must contact us within ninety (90) days of such charge. No refunds will be given for any charges more than ninety (90) days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply. IF SUBSCRIBERS HAVE MADE A PAYMENT BY MISTAKE AND HAVE NOT USED THE PAID PLAN SERVICES, SUBSCRIBERS MUST CONTACT SUPPORT@ENTE.IO WITHIN 24 HOURS. This will be acknowledged promptly and answered within 7 days.

(v) Exceeding Storage Limit: If Subscribers exceed their Storage Limit, Ente will stop backing up their Files and Data, and they will receive an email alerting them of the same. However, Subscriber's backed up Files will remain accessible for as long as they have an active subscription.

(vi) Non-Payment: If at any time Subscribers do not make a payment to us when they are supposed to (including on Termination), we can suspend or terminate their use of the service. We may also additionally pursue any other rights or remedies we may have against such Subscribers.

7. TERMINATION

a) For Visitors: We reserve the right to cease providing Visitors with access to all or part of our Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) they have violated this Agreement or our Privacy Policy, (ii) they create risk or possible legal exposure for Ente; or (iii) the provision of our Services to them is no longer commercially viable.

b) For Subscribers:

(i) Termination by us: We reserve the right to suspend or terminate a Subscriber's Account and their license to use our Services for any reason, including, but not limited to, if we reasonably believe: (a) they have violated this Agreement or our Privacy Policy, (b) they create risk or possible legal exposure for Ente; (c) the provision of our Services to them is no longer commercially viable; (d) they are using a free account, without an active paid subscription, that has been inactive for a consecutive period of 12 months. In case of inactivity, notices will be sent 30, 15, and 7 days in advance to the email address associated with the free account. To keep a free account active, a subscriber must log in or use one of our services (e.g., by viewing a photo or code) at least once every 12 months. If you face circumstances preventing activity, contact Customer Support to avoid account deletion.

(ii) Cancellation and Termination by Subscribers: Subscribers can cancel their Subscription ("Cancellation") at any time by (i) cancelling directly through the relevant app store account; or (iii) selecting the option to cancel Subscription on the Subscriber's Account page. Subscribers can terminate their Account and thereby our Services by (i) writing an email to account-deletion@ente.io ("Termination"). Any payments processed after an effective Cancellation or Termination will be promptly refunded by us.

(iii) Effect of Termination: Subscribers should download all Data prior to Termination of Services. Upon Termination, we will schedule their uploaded Files and Data for deletion within the next thirty (30) days. In case of shared Files and Data, we may retain them to ensure access to Authorized Persons. We may also maintain Subscriber's email address, IP address and user agent information in a hashed form to prevent an abuse of free trials. If we suspend or terminate our Services to a Subscriber because they or their Authorized Persons have breached these Terms, we may, delete a Subscriber's Data immediately, deny them access to their Data, or keep it for evidential purposes during the suspension.

c) For All Users: All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive

8. SERVICE LICENSE FOR ALL USERS

Subject to compliance with the terms of this Agreement, we grant Users a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our websites or apps to: (a) download, install, and use our app in accordance with this Agreement on any mobile device owned or otherwise controlled by Users, and (b) access, stream, download, and use on User's mobile device our websites or apps and content made available in or otherwise accessible through our websites or apps, strictly in accordance with this Agreement.

9. SERVICE RESTRICTIONS FOR ALL USERS

Users agree that our Platform, including but not limited to the websites, apps, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Ente and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. Users agree that Users will not use such proprietary content, information or materials other than for Users' permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement.

10. RESERVATION OF RIGHTS FOR ALL USERS

Except to the extent necessary to access and use our websites or apps, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our websites or apps, whether expressly, by implication, estoppel, or otherwise. Ente and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Users in this Agreement.

11. REQUIRED CONDUCT

a) For Visitors: As a condition to access our websites or apps, Visitors agree to:

i. Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements when using our Services and with respect to any data Subscribers upload, access or share using our services.;

ii. Review our Privacy Policy and comply with the same;

iii. Make sure that their internet connection is adequate;

iv. To not duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Services, other than as permitted by applicable open source licenses;

v. To not reverse engineer, modify, decompile, disassemble, decipher, capture screen shots, for any underlying intellectual property used to provide our websites or apps, or any part thereof, other than as permitted by applicable open source licenses;

vi. To not resell or otherwise supply our Services to anyone else without our prior written consent;

vii. To not imply or state, directly or indirectly, that they are affiliated with or endorsed by Ente unless they have entered into a written agreement with us;

viii. To not adapt, modify, or create derivative works based on our Services or technology underlying our Services, or other users' content, in whole or in part, other than as permitted by applicable open source licenses;

ix. To not rent, lease, loan, trade, sell/re-sell access to our Services or any information therein, or the equivalent, in whole or part;

x. To not access, reload, or "refresh" or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;

xi. To not use manual or automated software, devices, scripts robots, other means or processes to "scrape", "crawl" or "spider" any web pages contained in the website;

xii. To not engage in "framing", "mirroring", or otherwise simulating the appearance or function of our website;

xiii. To not attempt to or actually access our websites or apps by any means other than through the interface provided by Ente;

xiv. To not attempt to or actually override any security component included in or underlying our Services;

xv. To not engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;

xvi. To not remove any copyright, trademark, or other proprietary rights notices contained in or on our Services, including those of both Ente or any of our licensors;

xvii. To not exploit our Services in any unauthorized way whatsoever, including but not limited to, using our websites or apps to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity; and

xviii. To not to use our Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.

b) For Subscribers: As a condition to use our Services, Subscribers agree to:

i. Comply with Section 11 (a);

ii. Provide accurate information (including correct contact and any billing details) to Ente and update from time to time as may be necessary;

iii. Review and comply with notices sent by Ente, if any, concerning our Services;

iv. Make sure their Password is strong, secure, not used by Subscribers on other sites and confidential;

v. Inform us if they think or know someone else has used their Password, Recovery Key, or there has been any other security breach;

vi. To not utilize information, content or any data they view on and/or obtain from our Services to provide any service that is competitive with us;

vii. To not infringe anyone else's intellectual property or other rights in any data;

viii. To not open multiple free accounts or register for multiple Free Plans;

ix. To not adapt, modify, or create derivative works based on other Users' content, in whole or in part;

x. To not upload or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive.

12. INDEMNIFICATION BY ALL USERS

Users agree to indemnify, defend, and hold Ente and our officers, employees, managers, directors, customers, and agents (the "Indemnitees") harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys' fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Ente and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of Users or their employees, agents, or contractors; (iii) incorrect information provided by Users in their Account or elsewhere; or (iv) a failure by Users or their employees, agents, contractors or invitees to comply with applicable laws and regulations.

13. DISCLAIMERS TO ALL USERS

Users' access to and use of our Services or any content are at their own risk. Users understand and agree that our Services are provided to Users on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for:

(i) the completeness, accuracy, availability, timeliness, security or reliability of our websites or apps or any content;

(ii) any harm to Users' computer system, loss of data, or other harm that results from their access to or use of our Services or any content;

(iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our websites or apps;

(iv) that our Services will be available on an uninterrupted, secure, or error-free basis;

(v) that the Services should be available 24 hours a day, seven days a week;

(vi) devices or equipment that we do not own or have not given Users;

(vii) any actions or omissions of other people which disrupt access to our Services including the (a) content and nature of any Data that Subscribers upload, access or share, (b) content of other people's websites even if a link to their website is included on our website or our apps.

Ente does not review, verify, revise, endorse, or otherwise approve any content created or posted by our Users, and communicated to other users or third parties via our Platform, but Ente will remove content that violates any laws or this agreement. Under no circumstances will Ente be liable in any way for any content created or posted by Users. The content is solely created by our Users, and ENTE SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.

14. LIMITATION OF LIABILITY TOWARDS ALL USERS

All Users acknowledge and agree that, in no event will Ente be liable to Users or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Services, including, without limitation, any information made available through our websites or apps pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the payments received under User's most recent Paid Plan Fee. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Services. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Ente may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Ente's liability will be the minimum permitted under applicable law.

15. COPYRIGHT INFRINGEMENT NOTICE AND TAKEDOWN PROCEDURES FOR ALL USERS

a) DMCA Takedown Notice: If Users believe that any content on our websites or apps violates their copyright, and Users wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA Takedown Notice")) must be provided to our designated Copyright Agent.

i. User's physical or electronic signature;

ii. Identification of the copyrighted work(s) that Users claim to have been infringed;

iii. Identification of the material on our websites or apps that Users claim is infringing and that Users request us to remove;

iv. Sufficient information to permit us to locate and access such material;

v. User's address, telephone number, and email address;

vi. A statement that Users have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

vii. A statement that the information in the notification is accurate, and under penalty of perjury, that Users are either the owner of the copyright that has allegedly been infringed or that Users are authorized to act on behalf of the copyright owner.

b) Copyright Agent: Ente's Copyright Agent to receive DMCA Takedown Notices is Manav Rathi, at dmca@ente.io or write to us at Ente, Attn: DMCA Notice, 1111B S Governors Ave #6032, Dover, DE 19904. Users acknowledge that for us to be authorized to take down any content, User's DMCA Takedown Notice must comply with all the requirements of this Section. Pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by Ente in connection with the written notification and allegation of copyright infringement. 

c) User's Obligations: We respect the copyright of others and require that users of our Services comply with copyright laws. Users are strictly prohibited from using our Services to infringe copyright. Users may not upload, download, store, share, access, display, stream, distribute, e-mail, link to, communicate, transmit, or otherwise make available any Files, Data, or content that infringes any copyright or other proprietary rights of any person or entity.

d) Our Rights: We reserve the right to remove data alleged to be infringing without prior notice, at our sole discretion, and without liability to Users. In appropriate circumstances, we will also terminate User's account if we consider Users to be a bad actor or repeat infringer.

e) DMCA Counter-Notices: A counter notification is a legal request for Ente to reinstate a File or Data that was taken down for alleged copyright infringement.

1. Users may file a counter-notice if Users believe that access to a File Users have uploaded has been wrongly or mistakenly disabled because it was the subject of an incorrect takedown notice. Users should only do so if Users are confident that no other party owns copyright in the material, or Users have rights to store the material and, if Users are sharing it, that Users have the right to do so.

2. Users understand that:

   i. When we receive User's counter-notice, we pass it, including User's address and other contact information, to the party who issued the original takedown notice. By submitting User's counter-notice Users authorize us to do so.

   ii. Filing a counter-notice may lead to legal proceedings between Users and the complaining party. Submitting a counter notice can have real legal consequences. If the complaining party disagrees that their DMCA Takedown Notice was mistaken, they might decide to file a lawsuit against Users to keep the content disabled. Users should conduct a thorough investigation into the allegations made in the DMCA Takedown Notice and talk to a lawyer before submitting a counter notice.

   iii. There may be adverse legal consequences if Users make a false or bad faith allegation by using this process. If, when using this counter-notice process, Users make a false or bad faith allegation or otherwise breach these Terms or any of our policies and that causes us any loss, costs, damages or other liability, we reserve the right to claim for and recover from Users that loss, those costs (including full legal costs on a solicitor-client basis), damages and other liability, by deduction from any balance in our account.

   iv. We provide this counter-notice process voluntarily for the purposes of all applicable copyright takedown regimes, but in doing so, we do not submit to any jurisdiction, law, tribunal or court other than those as set out in these Terms. We may amend, suspend or withdraw this counter-notice process at any time, provided that any counter-notices in train at that time shall continue to be processed.

   v. In order to file a counter notice, Users must have "a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled" (U.S. Code, Title 17, Section 512(g).) Whether Users decide to explain why Users believe there was a mistake is up to Users and User's lawyer, but Users do need to identify a mistake before Users submit a counter notice.

   vi. After redacting personal information, we may publish redacted versions of complete and actionable counter notices on our Website.

   vii. Ente isn't the judge. Ente exercises little discretion in this process other than determining whether the notices meet the minimum requirements of the DMCA. It is up to the parties (and their lawyers) to evaluate the merit of their claims, bearing in mind that notices must be made under penalty of perjury.

3. By filing a counter-notice, Users are deemed to have accepted the above Terms. If Users do not accept the above terms, do not file a counter-notice.

4. To file a counter-notice with us, Users must provide a written communication to dmca@ente.io that includes substantially the following:

   i. Identification of the specific URL(s) of material that has been removed or to which access has been disabled.

   ii. User's full name, address, telephone number, email address and the name within User's Ente account.

   iii. The statement: "I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."

   iv. The reasons for that good faith belief, sufficient to explain the mistake or misidentification to the person who filed the original takedown notice.

   v. The statement "I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which Ente Technologies, Inc. is located, and will accept service of process from the claimant."

   vi. A scanned physical signature or usual signoff in an email.

5. We will only accept a counter-notification directly from the User from whose account a folder or file has been disabled. Counter-notifications must be submitted from the email address associated with the Ente Account.

6. If we do not receive any further communication from or on behalf of the person who originally submitted the takedown notice, or any communication we do receive does not in our sole opinion adequately justify the original takedown notice, we may, but shall not be obliged to, reinstate the material in approximately 10-14 days provided we have no reason to believe that the material infringes copyright.

7. Nothing in this counter-notice section prejudices our right to remove or disable access to any material at any time, for any reason or no reason.

f) Takedown of Objectionable Content: We feel privacy is a human right - that is why we are building our Services. But we are not above the law. We will comply with reasonable takedown requests for objectionable content, and will promptly inform Users of any requests received against them where appropriate and practicable under applicable law. We also reserve the right to take any other action we deem fit, including disabling accounts where objectionable content is discovered, to the extent permitted by law.

16. ASSIGNMENT BY ANY USER

This Agreement is only for Users' benefit. Users shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

17. ANTI-BRIBERY AND EXPORT COMPLIANCE FOR ALL USERS

Users agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Services in violation of any laws or this Agreement, including, including anti-corruption statutes. Without limiting the foregoing, Users will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, "Export") our Services, Services to any destination, person, entity or end-use prohibited or restricted under the applicable law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists to the extent required by the applicable regulations.

18. MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify this Agreement at any time. Your continued use of our Services confirms your acceptance of our updated Agreement.

19. RELATIONSHIP OF ENTE WITH USERS

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Ente to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Ente.

20. GOVERNING LAW FOR ALL USERS

This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 21.

21. DISPUTE RESOLUTION AND ARBITRATION FOR ALL USERS

a. Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, Users and Ente agree (a) to waive Users' and Ente's respective rights to have any and all Disputes arising from or related to this Agreement, use of our Services, resolved in a court, and (b) to waive Users' and Ente's respective rights to a jury trial. Instead, Users and Ente agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).

b. No Class Arbitrations, Class Actions or Representative Actions

Users and Ente agree that any Dispute arising out of or related to these Terms or use or access of our Services is personal to Users and Ente and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. Users and Ente agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, Users and Ente agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

c. Federal Arbitration Act

Users and Ente agree that these Terms affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.

d. Notice; Informal Dispute Resolution

Users and Ente agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Ente shall be sent by certified mail or courier to Ente, Attn: Manav Rathi, 1111B S Governors Ave #6032, Dover, DE 19904. Users' notice must include (a) Users' name, postal address, telephone number, the email address Users use or used for User's Ente account and, if different, an email address at which Users can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that Users are seeking. Our notice to Users will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If Users and Ente cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either Users or Ente may, as appropriate and in accordance with this Section, commence an arbitration proceeding.

e. Process

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, USERS AND ENTE AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY USERS OR ENTE WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT USERS AND ENTE WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). Users and Ente agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section, and (c) that the state or federal courts of the State of Delaware, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. Users may also litigate a Dispute in the small claims court located in the county of User's billing address if the Dispute meets the requirements to be heard in small claims court.

f. Authority of Arbitrator

As limited by the FAA, these Terms and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.

The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" Section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If Users prevail in arbitration Users will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover, attorneys' fees and expenses if we prevail in arbitration.

g. Rules of AAA

The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms, Users either (a) acknowledge and agree that Users have read and understand the rules of AAA, or (b) waive User's opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.

h. Severability

If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law. 

i. Opt-Out Right

USERS HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE USERS FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: ENTE, RE: OPT-OUT, 1111B S GOVERNORS AVE #6032, DOVER, DE 19904. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE USER'S FULL NAME AND CLEARLY INDICATE USER'S INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, USERS ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 20.

22. MISCELLANEOUS

This Agreement along with our Privacy Policy constitutes the entire agreement between Users and Ente and supersedes any prior agreements between Users and Ente with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. Users agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Ente shall be given by certified mail, postage prepaid and return receipt requested to Ente at 1111B S Governors Ave #6032, Dover, DE 19904. Any notices to Users shall be provided to Users through our Services or given to Users via the email address Users provide to Ente.