Agreement to terms
Please read this Ntropy Evaluation Agreement (the “Agreement”) carefully. This Agreement is between you and Ntropy Network Inc. (“Ntropy”) concerning your use of the technology and service offering generally made available by Ntropy on a free-trial basis that provides Ntropy’s financial data standardization and enrichment application programming interface (“API”) and is comprised of the API Package (as defined below) (“Services”) and hereby incorporates by this reference any additional terms and conditions made available to you by Ntropy.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SERVICES ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHOROITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” or “your” in this Agreement will refer to both the individual using the Services and to any such Organization. You and Ntropy are each referred to individually as a “Party” and collectively as the “Parties.”
BY CLICKING OR TAPPING ANY BUTTON OR BOX MARKED “ACCEPT,” “AGREE” OR “OK” (OR A SIMILAR TERM) IN CONNECTION WITH THIS AGREEMENT, OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND AFFIRM THAT YOU ARE OF LEGAL AGE WHERE YOU LIVE AND HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT. Your clicking or tapping any button or box marked “Accept,” “Agree” or “OK” (or a similar term) in connection with this Agreement, or your use or access of the Services, in each case following any changes to this Agreement will constitute your acceptance of such changes.
ARTICLE 1. SERVICES
1.1 Services. Subject to the terms of this Agreement and your compliance with this Agreement during the Term (as defined below), Ntropy hereby authorizes you, and your Permitted Users (as defined below), during the Term, to access and use the Services (including API Documentation (as defined below)) and the information, data, reports and other results provided through the Services under this Agreement for your internal evaluation purposes only.
1.2 Permitted Users. You will ensure that all of your Permitted Users comply with the terms and conditions of this Agreement with respect to access and use of the Services, and protection of Ntropy’s Confidential Information (as defined below), and you will be responsible for the acts and omissions of Permitted Users in connection with access to and use of the Services and compliance with the obligations set forth in this Agreement with respect to Ntropy’s Confidential Information. Without limitation of the generality of the foregoing, any act or omission by a Permitted User that would constitute a breach of this Agreement if by you will be deemed a breach of this Agreement by you. “Permitted User” means your employees, consultants, contractors and agents (a) who are authorized by you to access and use the Services under the rights granted to you pursuant to this Agreement and (b) for whom access to the Services has been purchased under this Agreement.
1.3 No Conflict. You agree that Ntropy will not be restricted in any way from developing, performing or providing products, services, data, information, results, reports or other subject matter for third parties, which may be similar to the Services or any other products or services provided to you under this Agreement.
ARTICLE 2. API USE
2.1 API Access. During the Term and subject to your compliance with the terms and conditions of this Agreement, Ntropy hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, limited license to use the Services solely in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, Ntropy may suspend your access to the Services upon Ntropy’s reasonable and good faith determination that either: (a) you are in breach of Section 2.3 or (b) your continued access to the Services may cause Ntropy to violate applicable law.
2.2 Your Data. You hereby grant Ntropy and its Affiliates (as defined below) a worldwide, non-exclusive, royalty-free license: (a) during the Term to access, use and otherwise process (“Process”) the transaction data provided or made available to Ntropy by or on behalf of you for Ntropy to provide the Services to you (“Your Data”) in connection with the provision of the Services (including the provision, debugging, troubleshooting and enhancement of the Services), and notwithstanding anything to the contrary in this Agreement, subject to applicable laws, rules and regulations: (b) during and after the Term, to Process Your Data in a de-identified form for Ntropy’s business purposes, including (i) creating data or information derived or generated from Your Data and/or your use of the Services (“Derived Data”) for Ntropy’s business purposes, and (ii) improving Ntropy’s technology, products and services. As between you and Ntropy, Ntropy will own all right, title and interest in and to Derived Data, and you agree that Ntropy and its Affiliates may Process Derived Data for their business purposes. You acknowledge and agree that, as between the Parties, all Your Data is your responsibility and that Ntropy is not responsible for the data or information you or a Permitted User provides. “Affiliate” means, as to an entity, another entity that, directly or indirectly, controls, is controlled by or is under common control with such entity, where “control” means ownership of more than fifty percent (50%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such entity.
2.3 Restrictions. You will not, and will not knowingly permit any third party to: (a) use the Services for any purpose other than your internal evaluation purposes; (b) gain or attempt to gain unauthorized access to the API Package, or any element thereof, or circumvent or otherwise interfere with any authentication or security measures of the API; (c) interfere with or disrupt the integrity or performance of the API; (d) transmit materials containing software viruses or other harmful or deleterious computer code, files, scripts, agents or program through the API; (e) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the API (except to the extent that applicable law expressly prohibits such a reverse engineering restriction); (f) provide, lease, lend, use for timesharing or service bureau purposes or for any purpose the API Package other than for its own use; (g) perform benchmark tests on the API without the prior written consent of Ntropy; or (h) use, evaluate or view the API Package for the purpose of designing, modifying or otherwise creating any technology which performs functions similar to the functions performed by the API Package. “API Package” means Ntropy’s API and the technical specifications documentation for such API (“API Documentation”).
2.4 Intellectual Property Rights of Ntropy. Except for the licenses expressly set forth in Section 2.1, Ntropy (and its licensors, where applicable) will own the Services and all improvements, enhancements and modifications made thereto and all Intellectual Property Rights (as defined below) in or to any of the foregoing (“Ntropy IP”). No other rights are granted to you nor will you acquire any rights in or to the Ntropy IP, whether by implication, operation of law or otherwise. “Intellectual Property Rights” means intellectual property rights of any kind in any jurisdiction, including: (a) copyrights, mask work rights and analogous rights in works of authorship; (b) patents, design rights and analogous rights in inventions; (c) trademark rights and analogous rights in service marks, trade dress and other indicia of origin; and (d) trade secret rights and analogous rights in Confidential Information.
2.5 Third-Party Terms. You will comply with the terms and conditions imposed by third parties with respect to any third-party software or services included within the Services (“Third-Party Terms”) and, if any Third-Party Terms conflict with the terms and conditions of this Agreement with respect to such third-party software or services, then the Third-Party Terms will control (and will resolve any conflict or inconsistency) with respect to such third-party software or services. From time to time, Ntropy may substitute different third-party software or services, so long as such substitution does not materially reduce the functionality or performance of the Services. You acknowledge that the Services contain software or similar subject matter that is distributed under an open source license such as (by the way of example only) the Apache License, BSD License, MIT License or any other license identified as an open source license by the Open Source Initiative (“Open Source Software”), and for purposes of this Agreement, the terms and conditions applicable to Open Source Software will be considered Third-Party Terms.
2.6 Decision-making. You remain solely responsible for confirming the sufficiency of any data, information or other output generated as a result of your use of the Services for your purposes and determining how and whether to rely on it. You acknowledge and agree that Ntropy is not responsible for determining any type of decision-making assessment. Nothing in the Services or other information, results or other products or services made available under or in connection with this Agreement are intended to substitute for your business judgment. Without limiting the foregoing, as between you and Ntropy, you remain solely responsible for ensuring the quality, sufficiency and legality of business judgments and other decisions made using the Services or other information, results or other products or services made available under or in connection with this Agreement.
2.7 Feedback. Without limiting the provisions of Section 2.4, if you provide Ntropy with any suggestions, ideas, enhancement requests, recommendations or other feedback with respect to the Services (“Feedback”), then Ntropy may (and may authorize third parties to (through multiple tiers)) use and otherwise exploit such Feedback without any limitation or obligation to you.
2.8 Your Responsibilities. You will be responsible for obtaining and maintaining any API Keys (as defined below). You will be responsible for maintaining the confidentiality and security of its API Keys, login credentials, passwords and security of any software or equipment that connects to the API (including use of multi-factor authentication). You will be liable for the acts or omissions of your Permitted Users. You agree to (a) notify Ntropy upon learning of any unauthorized use of the Services or any other breach of security relating to this Agreement or the Services and (b) promptly terminate access for any Permitted User whose employment or engagement has been terminated. You will cooperate with Ntropy in connection with the performance of this Agreement by making available personnel and information as may be reasonably required and taking such actions as Ntropy may reasonably request. “API Keys” means the confidential alphanumeric or cryptographic key that is uniquely associated with your access and use of the API.
2.9 Your Affiliates. You are authorized to permit your Affiliates specified in your registration that are located in the United States and United Kingdom only to access and use the Services. Each reference to “you” in this Agreement will include such Affiliates, and Affiliates will be subject to all terms and conditions set forth in this Agreement. You will bind Affiliates to the terms hereof and hereby guarantee their performance hereunder. You will assume all liability for the acts or omissions of your Affiliates to the same extent you have liability for yourself under this Agreement.
ARTICLE 3. TERMS AND TERMINATION
3.1 Term. This Agreement will commence upon the date on which you clicked or tapped any button or box marked “Accept,” “Agree” or “OK” (or a similar term) in connection with this Agreement, or the date on which you first used the Services, whichever is earlier and continue until the earlier of (a) the end of the free trial for which you registered to use the Services, (b) the start date of any purchased service subscriptions ordered by you for the Services, or (c) termination by either Party pursuant to Section 3.2 (“Term”).
3.2 Termination. Either Party may terminate this Agreement for any or no reason by and upon ten (10) days prior notice to the other Party. In addition and without limitation of the foregoing termination rights, Ntropy may immediately terminate this Agreement (in whole or in part) by written notice to you if you breach of any the provisions of Sections 2.2 or 2.8 or Article 4.
3.3 Suspension. Ntropy will have the right to suspend your access to and use of the Services if (a) Ntropy determines in its sole discretion that: (i) you or a Permitted User is engaged in activities that have resulted in or are likely to cause impairment of functionality of the Services for other customer of Ntropy; (ii) there is a threat or attack on any of Ntropy’s systems or services; (iii) your or any Permitted User’s use of the Services disrupts or poses a security risk to Ntropy or to any other customer or vendor of Ntropy; (iv) you or any Permitted User is using the Services for fraudulent or illegal activities; or (v) Ntropy’s provision of the Services to you or any Permitted User is prohibited by applicable law; or (b) any vendor of Ntropy has suspended or terminated Ntropy’s access to or use of any third-party services, products or technology reasonably required to enable you or your Permitted Users to access the Services. Ntropy will have no liability for any damage, liabilities, losses (including any loss of use, loss of data, lost profits or any business interruptions) or any other consequences that you or your Permitted Users may incur as a result of any of the foregoing suspensions.
3.4 Survival. Sections 2.2(b), 2.3, 2.4, 2.7, 3.4, 5.2, 5.3 and 5.4 and Articles 4, 6, 7 and 8 will survive the expiration or termination of this Agreement.
ARTICLE 4. CONFIDENTIALITY
4.1 Definition. “Confidential Information” means any and all confidential or proprietary information, disclosed by a Party (each a “Discloser”) to the other Party (each a “Recipient”) irrespective of form, source and method of communication, provided it is conspicuously marked to identify its confidential or proprietary nature, or is reasonably understood to be confidential given the nature or circumstances surrounding its disclosure. The API Package is deemed to be the Confidential Information of Ntropy. Your Data does not constitute Confidential Information for any purposes and the Parties’ obligations with respect to Your Data will be governed by Section 5.3.
4.2 Standard of Care. Each Party will protect all Confidential Information of the other Party with the same degree of care as it uses to avoid unauthorized use, disclosure, publication or dissemination of its own confidential information of a similar nature, but no less than a reasonable degree of care.
4.3 Restricted Use and Disclosure. Except as otherwise permitted under this Agreement, neither Party will disclose Confidential Information of the other Party to any third party and will disclose the other Party’s Confidential Information only to employees, authorized subcontractors and Affiliates (in your case, only to those Affiliates as contemplated in Section 2.9). Each such recipient is bound by confidentiality obligations consistent with those contained in this Agreement. Except as otherwise permitted under this Agreement, neither Party will use any such Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement.
4.4 Confidential Information Exclusions. The Parties agree that Confidential Information does not include any information that the Recipient can document: (a) is or becomes generally available to the public (other than as a result of a breach of this Agreement); (b) was in the Recipient’s possession or known by the Recipient prior to the receipt from the Discloser; (c) was rightfully disclosed to it by a third party without any obligation of confidentiality; (d) was independently developed without use of any Confidential Information of the Discloser; or (e) is required to do so under an order from a court, administrative agency or government body, by subpoena or by law, or by demand of auditors, examiners or Regulators (provided that, except as otherwise prohibited by applicable laws, rules or regulations, or under the terms or conditions of such order, subpoena or demand, the Recipient provides reasonable prior written notice to the Discloser). “Regulator” means a governmental authority responsible for monitoring or overseeing the business practices or other activities of either the respective Parties, including, as applicable, Office of the Comptroller of the Currency, Consumer Financial Protection Bureau, Federal Deposit Insurance Corporation, National Credit Union Administration or any other bodies or successors thereto that regulate banks, consumer finance companies, mortgage companies and/or other financial service providers.
4.5 Return or Destruction of Confidential Information. Upon the expiration or termination of this Agreement, the Recipient will promptly return to the Discloser, or at the Discloser’s option, destroy all tangible items and embodiments containing or consisting of the Discloser’s Confidential Information and all copies thereof (other than backup or archival copies) and upon request of the Discloser, provide written certification of such destruction or return by an authorized person.
4.6 Remedies. Each Party acknowledges that any breach or threatened breach of this Article 4 may cause irreparable injury to the Discloser and that, in addition to any other rights or remedies that may be available in law, in equity or otherwise, the Discloser will be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving Party without the necessity of proving actual damages or posting any bond.
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that the execution and performance of this Agreement (a) is within its corporate powers, (b) has been duly authorized by all necessary corporate action on such Party’s part, and (c) does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment, decree or order or any contract, agreement or other undertaking, applicable to such Party.
5.2 Your Warranties. You represent and warrant to Ntropy as follows: (a) you and your Permitted Users will comply in all material respect with all laws, rules and regulations applicable to your and their use of the Services, and you agree that it is solely and exclusively responsible for ensuring that your use of the Service complies with such laws, rules and regulations; (b) you have obtained and will continue to obtain and maintain all necessary rights, licenses, consents and authorizations and have provided all required notices, as applicable, for Ntropy to Process Your Data pursuant to this Agreement and for you to use the features and functionalities of the Services in a legally compliant manner; and (c) with the exception of the API Keys and other credentials of your personnel authorized to access the Services, Your Data will not contain data or information that constitutes “personal data,” “personal information” or a similar term under applicable privacy, data protection or data security laws, rules and regulations.
5.3 Security Incident. You are solely responsible for ensuring the integrity of Your Data provided to Ntropy, or that you input into the Services, and for ensuring the use of all of Your Data as contemplated by this Agreement is compliant with all laws, rules and regulations. Ntropy will have no responsibility with respect to any failure, malfunction, contaminants, power loss or interruption that arises in whole or in part from Your Data, or your failure to comply with applicable standards, or for any security breach, loss of data or similar event (“Security Incident”) or for any injury or property damage. Ntropy agrees to implement reasonable technical, physical and organizational safeguards within the Services to mitigate the risk of a Security Incident. This Section 5.3 will govern the Parties’ obligations with respect to Your Data in lieu of Article 4.
5.4 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND NTROPY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMNT. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, NTROPY DOES NOT WARRANT OR PROVIDE ANY CONDITION THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE ON BEHALF OF NTROPY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SERVICE PROVIDERS.
ARTICLE 6. INDEMNIFICATION
6.1 By you. You agree to indemnify Ntropy, its Affiliates and each of their respective employees, directors, contractors and licensors against any Claim arising out of or relating to any and all of the following and all Losses associated therewith: (a) the use of the Services by you or the Permitted Users; (b) any unauthorized access to or use of the Services arising out of your failure to take reasonable measures to prevent such unauthorized access or use; (c) Your Data or Derived Data; (d) the breach of this Agreement by you or your Permitted Users; (e) the use of any version of the Services that is no longer supported by Ntropy; or (f) non-compliance by you or your Permitted Users with any laws, rules or regulations.
6.2 Procedure. he obligations set forth in this Article 6 are conditioned upon the following: (a) Ntropy must notify you in writing, promptly after receipt of actual notice of any Claim; (b) you will have sole control and authority with respect to the defense, litigation, compromise or settlement of such Claim (except to the extent that any settlement involves material commitments, responsibilities or obligations on part of Ntropy in which case such settlement will require the prior written consent of Ntropy, which consent will not be unreasonably delayed, conditioned or withheld); and (c) Ntropy will provide reasonable information, cooperation and assistance as required by you (at your expense). Ntropy reserves the right to participate at its own cost in any proceedings with counsel of its own choosing.
ARTICLE 7. LIMITATION OF LIABILITY
7.1 LIMITATION OF LIABILITY. EXCEPT FOR YOUR OBLIGATIONS UNDER ARTICLES 4 AND 6 AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF NTROPY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF NTROPY (INCLUDING ITS AFFILIATES), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, $1,000 (ONE THOUSAND U.S. DOLLARS). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 8. MISCELLANEOUS
8.1 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received: (a) if personally delivered; (b) when receipt is electronically confirmed, if transmitted by facsimile or email; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; or (d) upon receipt, if sent by certified or registered mail, return receipt requested.
8.2 Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of the State of New York without reference to conflict of law principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The Parties will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and the Parties agree and consent to the exclusive jurisdiction and venue of such courts.
8.3 Status of the Parties No agency, partnership, joint venture or employment is created as a result of this Agreement, and no one Party is authorized to act on behalf of the other Party or bind the other Party in any respect whatsoever. Both Parties agree they are acting as independent contractors and under no circumstances will any of the employees of one Party be deemed the employee of the other for any purpose.
8.4 Export Control. You and your Permitted Users will fully comply with all relevant export, import and sanction laws, rules and regulations of the United States and any other country (“Export Laws”) where you or your Permitted Users use the API Package, or any other subject matter made available hereunder. You certify that you are not on any of the relevant U.S. government lists of prohibited persons, including the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. You further certify that you will not export, re-export, ship, transfer or otherwise use the API Package or any other subject matter made available hereunder in any country subject to an embargo or other sanction by the United States, including Iran, Syria, Cuba, Sudan and North Korea and that you will not use the API Package or any other subject matter made available hereunder for any purpose prohibited by Export Laws.
8.5 Entire Agreement. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein.
8.6 Severability. In the event that any provision of this Agreement, or portion thereof, is determined to be illegal or unenforceable, that provision, or portion thereof, will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.7 Waiver. The failure of either Party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Any amendments to the Agreement will be effective only if made in writing and signed by an authorized representative of each Party.
8.8 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the other Party’s prior written consent to any third party who succeeds to substantially of its business or assets, whether by sale of assets, merger or otherwise. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Any assignment made in contravention of the foregoing will be void and of no effect.
8.9 Interpretation. For purposes of interpreting this Agreement, unless otherwise specifically stated: (a) the singular includes the plural, and the plural includes the singular; (b) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (d) the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voicemail) or hard copy; (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement; and (f) the references herein to the Parties will refer to their permitted successors and assigns.
8.10 Force Majeure. Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including an act of war, terrorism, act of God, earthquake, flood, embargo, riot, epidemic or pandemic (or other widespread disease or medical condition), sabotage, labor shortage or dispute, governmental act or failure or degradation of the Internet. The delayed Party must give the other Party notice of such cause and use commercially reasonable efforts to correct such failure or delay in performance. Ntropy is not responsible for any delay or failure of performance caused in whole or in part by your delay in performing or failure to perform any of your obligation under this Agreement.