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This page was last updated on January 14, 2022.
[View legacy Terms and Conditions, formerly known as Master Subscription Agreement, valid through February 21, 2022.]
THESE TERMS AND CONDITIONS (“TERMS”) GOVERN CUSTOMER’S USE OF VENN’S SERVICES (AS DEFINED BELOW) WHEN CUSTOMER AND VENN HAVE ENTERED INTO AN ORDER FORM FOR VENN’S SERVICES THAT SPECIFICALLY REFERENCES THESE TERMS.
BY ACCEPTING THESE TERMS, CUSTOMER HAS ENTERED INTO A BINDING LEGAL AGREEMENT WITH VENN US INC. (“VENN”), A NEW YORK CORPORATION AND FORMERLY KNOWN AS OS33 SERVICES CORP., AND CUSTOMER.
IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL HEREBY REPRESENTS AND WARRANTS HAVING THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE VENN’S SERVICES.
Venn’s direct competitors are prohibited from accessing the Services, except with Venn’s prior written consent. Venn’s Services (as defined below) may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.1 “Access Credentials” means login information, passwords, security protocols, and policies for the Venn Products and Platform.
1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.3 “Agreement” means the Order Form(s) and these Terms.
1.4 “Authorized Partners” means a third party introduced by Venn to perform a portion of the Services as either a subcontractor to Venn or via a direct relationship with Customer. All such Partners will have been assessed, trained, certified as capable of performing such Services.
1.5 “Beta Services” means Venn services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
1.6 “Confidential Information” means all written or oral information, disclosed by one party (the “Disclosing Party”) to the other (the “Recipient”), related to the business, products, services or operations of the Disclosing Party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential, including, without limitation: (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (ii) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, employees, suppliers, and agents; and (iii) information regarding the skills and compensation of the disclosing party’s employees, contractors, and other agents.
1.7 “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
1.8 “Customer Content” means the data or content uploaded into the Services or by or on behalf of Customer or a User.
1.9 “Documentation” means text and/or graphical documentation, whether in electronic or printed format, provided by Venn to Customer that are identified as, or intended to be, user manuals or videos and describe the features, functions and operation of the Venn Products.
1.10 “Implementation Fees” will mean the one-time charges, if any, associated with the provisioning, configuration and related services associated with any Services.
1.11 “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
1.12 “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Venn, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
1.13 “Personal Information” means any Customer Content that identifies any specific individual and accordingly is protected under applicable privacy laws, rules and regulations.
1.14 “Platform” means Venn’s software-as-a-service application that enables Customer to administer the applicable Venn Product (as indicated on the applicable Order Form(s)), manage Users and monitor and review usage of the applicable Venn Product.
1.15 “Professional Services” means professional services provided by Venn or its Authorized Partners to Customer that are (together with associated fees) set out in an Order Form, as well as any implementation services.
1.16 “Services” means the Venn Products, the Professional Services, and the Platform, as set forth in any Order Form(s).
1.17 “User” means each of Customer’s employees, agents, and independent contractors who are provided Access Credentials to a Venn Product by Customer or Venn.
1.18 “Venn” is defined at the head of these Terms.
1.19 “Venn Products” means software and/or solutions as indicated on any Order Form.
2.1 Ordering.
The Services to be provided by Venn under this Agreement will be described and set forth in the applicable Order Form (each, a “Subscription” and together as multiple Order Forms, the “Purchased Subscriptions”).
2.2 Provision of Professional Services.
Subject to the terms and conditions of this Agreement, Venn or its Authorized Partners will provide the Professional Services to Customer in a workmanlike and professional manner in accordance with industry standards.
3.1 Access to Platform.
Subject to Customer’s compliance with the terms and conditions contained in this Agreement, Venn grants to Customer a non-exclusive, non-transferable, non- sublicensable, revocable right to access and use the Platform. Customer’s access and use of the Platform is limited to Customer’s internal use only.
3.2 Access to Venn Products.
Subject to Customer’s compliance with the terms and conditions contained in this Agreement, Venn grants to Customer a non-exclusive, non-transferable, non- sublicensable, revocable right to use the Venn Products listed in the executed Order Form(s) associated with this Agreement, as made available through the Platform.
3.3 Access Credentials.
Customer will safeguard, and ensure that all Users safeguard, the Access Credentials. Customer will be responsible for all acts and omissions of Users. Customer will notify Venn immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security.
3.4 Service Level.
Venn will use commercially reasonable efforts to make the Platform and Venn Products available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Venn shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Venn’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Venn employees), Internet service provider failure or delay, non-Venn application, or denial of service attack.
3.5 Beta Services.
From time to time, Venn may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion.
3.6 Customer Restrictions.
Customer will not, and will not permit any User or other party to:
(i) adapt, alter, modify, improve, translate or create derivative works of the Platform or Venn Products,
(ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Platform or Venn Products; and
(iii) except as may be specifically provided in a Order Form or this Agreement, or otherwise approved by Venn in writing, provide any third party access to the Platform or Venn Products or use the Platform or Venn Products on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment.
3.7 Proprietary Rights and Confidential Information
(a) Confidential Information
(i) Use and Disclosure. During the Term, each party will have access to the other party’s Confidential Information. Except as otherwise expressly permitted, and without limiting each party’s obligations, under this Agreement, each Disclosing Party agrees as follows: (A) it will not disclose the Confidential Information of the Disclosing Party to anyone except its employees, contractors, third party services and advisors who have a need to know and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement (each a “Representative”) and (B) it will not use or reproduce the Confidential Information disclosed by the Disclosing Party for any purpose other than exercising its rights and / or performing its obligations as described herein. Each Recipient will be liable for the acts and omissions of its Representatives with respect to the Disclosing Party’s Confidential Information.
(ii) Exceptions. The provisions of Section 3.7(a) will not apply to Confidential Information that: (A) is or becomes publicly available or enters the public domain through no fault of the Recipient; (B) is in the Recipient’s possession without knowledge of any confidentiality obligations, or (C) is independently developed by the recipient without use of or reference to the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (1) by securities laws, (2) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (3) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
(b) Customer Content
(i) Customer Content. As between the parties, Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third-party licenses, consents and permissions needed for Venn to use the Customer Content to provide the Services and as otherwise permitted by this Agreement.
(ii) License in Customer Content. Customer grants to Venn a non-exclusive license to use the Customer Content as necessary for purposes of providing the Services and as otherwise permitted by this Agreement. Except for the limited licenses granted to Venn in any Customer Content, as between Customer and Venn, Customer reserves all right, title and interest in the Customer Content.
(c) Usage Data.
Customer agrees that Venn may utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally identifiable data resulting from Customer’s and Users’ use of the Services (“Usage Data”). Usage Data will be owned by Venn.
(d) Use of Services.
Customer will comply with all applicable laws in its use of the Services, and provision of Customer Content.
(e) Reservation of Rights.
Except for the limited rights provided to Customer in this Agreement, Venn reserves all right, title and interest in the Services (and any intellectual property rights embodied therein). Unless otherwise expressly set forth in any Order Form, and except for any Customer Content, all work product or services provided or developed pursuant to this Agreement or any Order Form (including any modifications and improvements to any Services pursuant to subsection (f) below, and all intellectual property and other proprietary rights derived therefrom) will be the sole and exclusive property of Venn.
(f) Continuous Development.
Customer acknowledges that Venn may continually develop, deliver and provide to Customer on-going innovation to the Services, in the form of new features, functionality, and efficiencies. Accordingly, Venn reserves the right to modify the Services, from time to time. Some modifications will be provided to Customer at no additional charge. In the event Venn adds additional functionality to a particular Venn Product or the Platform, Venn may condition the implementation of such modifications on Customer’s payment of additional fees; provided that Customer may continue to use the version of the Venn Product and Platform that Venn makes generally available (without such features) without paying additional fees through the end of the then current term.
(g) Professional Services; Training and Support.
During the Term, Venn will provide Customer with updates and upgrades to the Venn Products and Platform that Venn makes generally available to all customers. Customer may request that Venn provide certain additional Professional Services related to Customer’s use of the Services, including, by way of example, customization or additional training of Customer personnel (“Additional Services”). Any Additional Services will be described and priced in a separate Order Form.
(h) Feedback.
Venn in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by Customer to Venn, including such comments and suggestions of Users, in connection with its access to and use of the Services (all comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants Venn, on behalf of itself and its Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Venn products and services.
Venn will maintain a comprehensive information security program consistent with industry standards that contains appropriate administrative, technical and physical safeguards reasonably designed to protect Personal Information from unauthorized disclosure. In the event that Venn has reason to believe that there has been any unauthorized access to, or loss of, Personal Information from its systems or premises, then it will promptly notify Customer according to Venn’s policies and protocols aligned with the data type and nature of the event. Customer is responsible for payment to Venn or to any entity designated by Venn for all Monthly Fees associated with the Purchased Subscriptions, along with any additional Services furnished to Customer hereunder. All payments will be non-refundable and will not be subject to set- off or deduction.
5.1 Invoicing and Payment.
Invoicing for Purchased Services listed in the Order Form for the initial Subscription term and any renewal Subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Venn will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Where applicable, fees shall be calculated based upon the number of Users, resources used by Customer, and other Services provided during the applicable calendar month. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Venn and notifying Venn of any changes to such information.
5.2 Subscriptions.
Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as Subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) Subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that Subscription term remaining at the time the subscriptions are added, and (c) any added Subscriptions will terminate on the same date as the underlying Subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Venn regarding future functionality or features.
5.3 Term of Purchased Subscriptions.
The term of each Subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, Subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 90 days before the end of the relevant Subscription term. Except as expressly provided in the applicable Order Form, per unit renewal pricing may increase by no more than 10% during any renewal period. Notwithstanding anything to the contrary, any renewal in which Subscription volume or Subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
5.4 Taxes.
The Fees exclude, and Customer will be responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services.
5.5 Late Payments.
In addition to any rights and remedies available to Venn hereunder, at law, or in equity, if Customer fails to pay any fees due hereunder within thirty (30) days from the date due, Venn may impose a late charge equal to the lesser of one and one half percent (1.5%) per month interest or the maximum allowable rate under applicable law. In the event Venn in its discretion elects not to charge Customer a late charge or interest for a particular invoice, such election will not waive Venn’s rights to charge a late charge or interest for any other invoice, including future invoices.
5.6 Expenses.
Customer will reimburse Venn for any pre-approved travel and out-of-pocket expenses incurred by Venn in connection with the provision of Services, provided that Customer has approved such expenses in writing.
6.1 Mutual.
Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) the execution and performance of the Agreement will not conflict with or violate any provision of any law having applicability to such party; (c) the Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms; and (d) each person executing the Agreement represents and warrants that he or she has the authority to bind the party on whose behalf he or she has signed.
6.2 By Customer.
Customer represents and warrants that Customer has all necessary rights and authority to grant the rights contained in this Agreement.
6.3 Compliance with Laws.
Customer will be solely responsible for its compliance with all applicable laws, rules and regulations, including, but not limited to, with respect to its use of the Services.
6.4 Warranty Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND VENN MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. Venn DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE. VENN WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO THIRD-PARTY HOSTING PROVIDERS WITH WHOM CUSTOMER SEPARATELY CONTRACTS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
6.5 Disclaimer of Indirect Damages.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL Venn BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.
6.6 Limitations on Liability.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, VENN’S MAXIMUM LIABILITY TO CUSTOMER AND ITS AFFILIATES UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID BY CUSTOMER TO VENN IN THE SIX (6) CALENDAR MONTH PERIOD IMMEDIATELY PRECEDING THE DATE FOR WHICH ANY CLAIM OF LIABILITY IS MADE. THE PARTIES ACKNOWLEDGE THAT VENN HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE.
6.7 Exceptions.
IN ANY JURISDICTIONS THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, THE LIABILITY OF VENN WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 6 WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, ANY LIMITED REMEDY HEREIN IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR THE FORM OF THE CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE).
7.1 Venn Indemnity.
Venn will indemnify, defend and hold Customer, its directors, officers, employees and representatives, harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court, as well as all reasonable and related attorneys’ fees and court costs, (collectively “Losses”) arising out of any third party claim alleging that the Services infringe anyU.S. patent, copyright, trademark or trade secret.
7.2 Exclusions.
Section 7.1 will not apply if the alleged claim arises, in whole or in part, from:
(a) a (i.) use of the Services in a manner outside the scope of any right granted or in breach of this Agreement or (ii.) modification of the Services by any Customer or any User,
(b) a combination, operation or use of the Services with other software, hardware or technology not provided by Venn if the claim would not have arisen but for the combination, operation or use, or
(c) the Customer Content (any of the foregoing circumstances under clauses (a), (b) or (c) are “Customer Indemnity Responsibility”).
7.3 Customer Indemnity.
Customer will indemnify, defend and hold harmless Venn, its directors, officers, employees and representatives, from and against any and all Losses arising out of any third party claim (a) alleging a Customer breach of any Customer representation or warranty in Section 6 and (b) arising out of any Customer Indemnity Responsibility.
7.4 Indemnification Process.
The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.
7.5 Infringement.
If any Service is, or in Venn’s opinion, is likely to become the subject of any infringement-related claim, then Venn will, at its expense and in its discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the infringing technology or material so that the Service becomes non-infringing and remains materially functionally equivalent; or (c) terminate the Order Form(s) pursuant to which the Service is provided and give Customer a refund for any pre-paid but unused fees.
7.6 THE PROVISIONS OF THIS SECTION 7 STATE VENN’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY CLAIM THAT THE SERVICES INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.
8.1 Term of Terms and Conditions.
These Terms become effective on the Effective Date of Customer’s first Order Form (or first online acceptance of these Terms, if the Services are a free trial or free services) and continues until all Subscriptions hereunder have expired or have been terminated.
8.2 Termination.
This Agreement may be terminated:
(a) for non-renewal by either party pursuant to Section 5.3 with termination becoming effective as of the last day of the calendar month of the last current Order Form or Subscription; and
(b) upon written notice to the other party following the occurrence of a Relevant Event not cured within the time periods described under Section 8.4, as applicable, with termination becoming effective as of the date specified in such notice, but in no event later than the last day of the calendar month in which a notice of termination is received by the other party.
8.3 Relevant Events.
For the purpose of Section 8.3, a “Relevant Event” is committed by a party if:
(a) such party fails to perform its obligations under this agreement and such failure continues for a period of thirty (30) days (or, in the case of non-payment by Customer, 15 days) after delivery of written notice demanding cure; provided, however that if such Party has commenced performance of such obligation (excluding non-payment) and is acting in good faith to cure same, but has not cured the breach by the 30th day, such period will be extended for a reasonable period of time so as to permit such party to complete performance of its obligations; or
(b) any of the following events occur: to a party: (i) a distress, execution, sequestration or other process is levied or enforced upon or sued out against a material part of its property which is not discharged within 30 days; (ii) it ceases wholly or substantially to carry on its business, otherwise than for the purpose of a reconstruction, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); (iii) the appointment of a liquidator, receiver, administrator, examiner, trustee or similar officer of such party over all or substantially all of its assets; or (iv) an application or petition for bankruptcy, corporate re-organization, composition, administration, examination, arrangement is filed, and is not discharged within 30 days, or a party applies for or consents to the appointment of a receiver, administrator, examiner or similar officer of it or of all or a material part of its assets, rights or revenues.
8.4 Suspension of Service(s).
At any time during the Term, Venn may, immediately upon notice to Customer, suspend access to any Service for the following reasons: (a) a threat to the technical security or technical integrity of the Services; (b) any amount due under this Agreement is not received by Venn within 15 days after it was due, or (c) breach or violation by Customer of any statutes, laws, or regulations.
8.5 Effect of Termination.
(a) Upon submission of written notice of non-renewal described in Section 5.3, all amounts due and outstanding and all other amounts that are due and payable by Customer through the end of the calendar month of the then-current term (including any renewal terms exercised or automatically occurring) will be accelerated and become immediately due and payable. In determining charges due and payable for the remainder of the term from and after a termination of this Agreement, the average Monthly Fees payable by Customer in the immediately preceding three (3) month period preceding the month in which termination occurred shall be multiplied respectively by the number of months remaining in any then-current Subscriptions (including any renewal term exercised or automatically). Customer will pay all such charges within five (5) days after receipt of invoice thereof from Venn. Termination of this Agreement will not relieve Customer of Customer’s obligation to pay any fees or other charges incurred through the date of termination or otherwise accruing through the end of the then-current term (and any exercised or automatic renewal term).
(b) Upon termination or expiration of this Agreement, all licensed and access rights granted will immediately cease to exist.
(c) Sections 1, 3.6, 3.7(a), 3.7(c), 3.7(e), 6, 7, 8.6, and 9 will survive any expiration or termination of this Agreement.8.6 Remedies. Termination of this Agreement by either party will not prejudice Venn’s right to recover or prove damages for amounts incurred or accrued and unpaid prior to the date of termination. No remedy referred to in this Agreement is intended to be exclusive, and the exercise of any one or more of such remedies will not preclude the simultaneous or later exercise by Venn of any or all of such other remedies available to Venn at law or in equity. Venn’s remedies will be available to Venn’s successors and assigns.
8.7 Return of Customer Content.
Unless otherwise agreed to in any Order Form, upon termination of this Agreement, Venn will, upon Customer’s request during the 30-day period following termination, return to Customer the Customer Content in mutually agreed upon format.
9.1 Assignment.
This Agreement cannot be assigned by either Customer or Venn without the prior written consent of the other; provided, however, that either party may assign this Agreement without consent to any person or entity that is an affiliate, or acquires by sale, merger or otherwise, all or substantially all of its assets, stock or business. Any attempted assignment or delegation in violation of this Section 9.1 will be null, void and of no effect.
9.2 Customer.
During the Term, Venn may use Customer’s name and logo to identify Customer as a Venn customer.
9.3 Notices.
All notices, consents, and approvals under this Agreement must be delivered via email or in writing by courier, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth in this Agreement and will be effective upon receipt (provided, that notice via email is only effective upon the recipient’s non-automatic reply email confirming receipt). Either party may change its address by giving notice of the new address to the other party.
9.4 Governing Law; Disputes.
This Agreement will be governed by the laws of the State of New York, without reference to its conflicts of law principles. Any dispute, controversy or claim arising out of or relating to this Agreement, will be made exclusively in the state or federal courts located in New York, New York and both parties submit to the jurisdiction and venue of such courts.
9.5 Remedies.
Customer acknowledges that any actual or threatened breach of Section 3 will constitute immediate, irreparable harm to Venn for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
9.6 Waivers.
All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9.7 Export.
Customer will not itself, or permit any third party to, export, re-export or release, directly or indirectly, the Venn Products (as applicable) to any country, jurisdiction or person to which such export, re-export or release (i) is prohibited by applicable law or regulations; or (ii) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).
9.8 Severability.
If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
9.9 No Third-Party Beneficiaries.
The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity (including any User) other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
9.10 Construction.
The parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
9.11 Force Majeure.
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, act of terror, or any other event beyond the control of such party (“Force Majeure Event”). The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
This page was last updated on January 14, 2022.
[View legacy Service Level Agreement valid through February 21, 2022. ]
This Service Level Agreement (“SLA”) is incorporated by this reference into the Agreement by and between Venn and Customer.
General Support shall consist of providing technical information, support and assistance related to Platform and associated issue determination, isolation, verification, and resolution. Customer will have access to standard support via telephone during the Business Hours of 7:00 a.m. to 9:00 p.m. EST, excluding weekends and United States federal holidays. Outside of the Business Hours, support is always available for Urgent and High priority levels defined below.
General Support will make every reasonable effort to respond to initial service requests within the timeframes in the table below:
Priority
Response SLA
Criteria
Urgent
1 hour
High
2 hours
Normal
4 hours
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which Platform was unavailable to Customer, except for scheduled maintenance. Platform Services Level Target for the Monthly Uptime Percentage is 99.99% over any calendar month. Customer will be entitled to a credit for the monthly billings of the affected services in accordance with the table below based upon the Monthly Uptime Percentage during which Venn determines Platform was unavailable to Customer. No credit will be due to Customer for any failure of the Platform if caused in whole or in part by a Force Majeure Event, changes made by Customer, Customer downtime, or if Customer fails to submit a written request to Venn for a credit within 14 days of Venn’s failure to meet the Monthly Uptime Percentage as specified in this section.
Any credit due will be determined by Venn based upon its review of its logs and records. SLA credits will be calculated based on the following schedule:
1.1 This End User License Agreement (“EULA”) is a legally binding agreement between you, the end-user (either an individual or a single entity) (“You” or “Your”) and Venn US Inc., formerly known as OS33 Services Corp. (hereinafter “Venn”). This EULA applies solely to Your use of the software products with which the EULA is provided, together with any text and/or graphical documentation, whether in electronic or printed format, provided by Venn to You (“Documentation”) (collectively, the “Products”), including all enhancements, versions, and modifications to the Products provided by Venn. By clicking “I Accept” (or a similar indicia of acceptance) or by installing or otherwise using the Products, You agree that (a) You have read and understood and agree to be bound by the terms and conditions of this EULA, (b) You are of legal age to form a binding contract with Venn, and (c) You have the authority to enter into the EULA personally or on behalf of Company (defined below).
1.2 You may only use the Products if the entity on whose behalf You are accessing the Products (“Company”) has a Master Services Agreement with Venn (the “MSA”). Venn reserves the right to change the terms of this EULA at any time by providing You with a revised version of the EULA; provided, that Venn will endeavor to provide You with prior notice of any material changes. This EULA is in effect for so long as an MSA is in effect. You acknowledge and agree that if the MSA expires or is terminated, You will be unable to access or use the Products.
2.1 Subject to the terms and conditions in this EULA and Your acceptance thereof, Venn hereby grants You a non-exclusive, non-sublicensable, revocable, and non-transferable license (i) in the case of Workplace Stronghold (“Stronghold”), to access and use Stronghold and (ii) in the case of Workplace Frontline (“Frontline”), to install and use Frontline, in each case of (i) and (ii), in accordance with the Documentation. The Products may only be used for Your internal business purposes. No license, right, or interest in any trademark, trade name, or service mark of Venn or any third party is granted to You under this EULA.
2.2 The Products are the property of Venn, and Venn retains all right, title, and interest to the Products, including any intellectual property rights regarding trademarks, service marks, and trade secrets, as well as any rights in copyrighted and/or patented materials provided to You as part of the Products. Except for the limited license granted to You in this EULA, nothing contained in this EULA may be construed as an assignment or transfer of any copyright, design right, or other intellectual property rights in the Products, and all rights not expressly granted to You under this EULA are expressly reserved and owned by Venn.
2.3 The EULA will be in effect as of the date You accept this EULA, or as of the date You first install or use the Products, whichever first occurs, and remains in effect unless and until this EULA is terminated (the “Term”). This EULA terminates immediately and automatically without notice to You if You breach any term or condition herein or if the MSA terminates or expires. Upon termination of this EULA, all rights granted to You under the EULA will immediately cease. You may not thereafter install or use the Products, and You must erase or, at Venn’s option, otherwise destroy the Products (and all copies thereof (if any) in Your possession), deliver to Venn all media on which such Products are recorded or embedded (and all copies thereof (if any) in Your possession), and certify to Venn that the same has been done.
2.4 You acknowledge and agree that you are entering into this EULA because Venn provides compliance, monitoring and auditing services under an MSA (“Compliance Services”) to a Company with which you are associated. For example, this Company could be your employer, client, advisor or service provider, or your employer’s service provider). You acknowledge and agree that your Usage Data (defined below) will be collected and used by Venn perform Venn’s Compliance Services for this Company in accordance with this EULA and the Company’s MSA, and that pursuant to the Compliance Services, the Usage Data could be disclosed to the Company. You hereby grant Venn a non-exclusive right and license to access and use the Usage Data stored on each device on which one or more Products are installed, in order (i) to perform its obligations under this EULA and MSA; and (ii) to provide, maintain, and improve the Product; in all cases (i) and (ii), in accordance with Venn’s Privacy Policy (available at https://www.venn.com/privacy-policy/ ). “Usage Data” means (i) the data derived from or generated by Your use of the Product(s); (ii) the data relating to any error, issue or enhancement to the operation or use of the Product; and (iii) the data that Licensor would have regardless of Your use of the Product. As between You and Venn, the Usage Data is owned by Venn. Venn shall be permitted to use third parties to exercise Venn’s rights and to perform its obligations under this Agreement.
3.1 You may not use, copy, modify, download, or transfer the Products or any component of the Products, in whole or in part, except as expressly provided in this EULA. You may not reverse engineer, disassemble, decompile, or translate the Products; attempt to derive the source code of the Products; create any derivative work from the Products; or authorize or assist any third party to do any of the foregoing. You may not remove or alter any proprietary notice or legend regarding Venn’s proprietary rights in the Products. You may not use the Products except in accordance with applicable laws and regulations. You may not use the Products to defraud any third party or to distribute obscene or other unlawful materials or information. Each of the components that constitute the Products is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer Products” and “commercial computer Products documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Products with only those rights set forth in this EULA. Any use of the Products by You not in accordance with this EULA will be deemed to be a breach of this EULA and Venn will be entitled to terminate the EULA.
3.2 You may not rent, lease, sub-license, lend, resell for profit, or distribute the Products or any part of the Products. You may not assign, novate, or subcontract any rights or obligations of this EULA to any third party without the express written consent of Venn.
In order to access and use most of the features of the Products, You (or the Company that provides Your access to the Products) must have a valid account for the Products (“Your Account”). In connection with creating Your Account, You may be required to provide a valid email address and create a password (“Credentials”). You must keep Your Credentials accurate and up to date at all times. You may not share Your Credentials with anyone. You are responsible for maintaining the confidentiality of Your Credentials, and You will be responsible for any access to or use of the Products from Your Account, regardless of whether such access was authorized by You. You must promptly notify Venn at [email protected] of any unauthorized use of Your Account or if Your email or password has been compromised, used without Your consent, or stolen, or if You discover any other breach of security with respect to Your Account. Venn may suspend or discontinue all or part of Your access to the Products at any time without prior notice if Venn finds or suspects that there has been any unauthorized use of Your Account or for any breach of this EULA by You or someone using Your Account.
The terms of the Venn Privacy Policy, which is accessible at https://www.venn.com/privacy-policy/, govern Venn’s collection and use of Your personal information in connection with Your use of the Products.
EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCTS ARE PROVIDED “AS IS” AND VENN MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. VENN DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE PRODUCTS WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE. VENN WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO THIRD-PARTY HOSTING PROVIDERS WITH WHOM YOU SEPARATELY CONTRACT. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILLVENN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS,INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IFSUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT EITHER PARTY HERETO HAS BEENADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL VENN BE LIABLE FOR THEPROCUREMENT OF SUBSTITUTE SERVICES.
THE AGGREGATE LIABILITY OF VENN OR ANY OF ITS LICENSORS, AGENTS, SUPPLIERS, RESELLERS, OR REPRESENTATIVES UNDER THIS EULA WILL NOT EXCEED $250. BOTH VENN AND YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN CLAUSES 7 AND 8 FORM AN ESSENTIAL BASIS OF THIS EULA, AND THAT, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS OF LIABILITY, THE TERMS OF THIS EULA WOULD BE SUBSTANTIALLY DIFFERENT.
You must safeguard, protect, respect, and maintain as confidential the Products; the underlying computer code to which You may obtain or receive access; and the functional or technical design, logic, or other internal routines or workings of the Products, which are considered confidential and proprietary to Venn.
10.1 You agree that any dispute or claim relating in any way to Your installation, access, or use of the Products, or any aspect of Your relationship with Venn, will be resolved by binding arbitration, rather than in court, except that (a) You may assert claims in small claims court if Your claims qualify, and (b) You or Venn may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Section 10 will apply, without limitation, to all claims that arose or were asserted before the effective date of this EULA or any prior version of this EULA.
10.2 The Federal Arbitration Act governs the interpretation and enforcement of this Section 10. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to our registered agent Venn, 10 Woodbridge Center Drive, Suite 210, Woodbridge NJ 07095. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that You cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Venn will pay them for You. In addition, Venn will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where You live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
10.3 The arbitrator will have exclusive authority to (a) determine the scope and enforceability of this Section 10 and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Section 10 including, but not limited to, any claim that all or any part of this Section 10 is void or voidable. The arbitration will decide the rights and liabilities, if any, of You and Venn. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this EULA (including this Section 10). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and Venn.
10.4 YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Venn are instead electing that all claims and disputes will be resolved by arbitration under this Section 10, except as specified in Section 10.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this EULA as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
10.5 ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 10 MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other claims will be arbitrated.
10.6 You have the right to opt out of the provisions of this Section 10 by sending written notice of Your decision to opt out to: [email protected], within 30 days after first becoming subject to this Section 10. Your notice must include Your name and address, the name of the Company that has provided you access to the Products (if applicable), Your username, the email address You used to set up Your Account, and an unequivocal statement that You want to opt out of this Section 10. If You opt out of this Section 10, all other parts of this EULA will continue to apply to You. Opting out of this Section 10 has no effect on any other arbitration agreements that You may currently have, or may enter in the future, with Venn.
10.7 Except as provided in subsection 10.5, if any part or parts of this Section 10 are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of this Section 10 will continue in full force and effect.
10.8 This Section 10 will survive the termination of Your relationship with Venn.
10.9 Notwithstanding any provision in this EULA to the contrary, we agree that if Venn makes any future material change to this Section 10, You may reject that change within 30 days of such change becoming effective by writing Company at the following address: Venn, PO Box 4668, New York, NY 10163.
This EULA is governed by New York law. If any provision of this EULA is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force. The failure of Venn to require Your performance of any provision in this EULA does not affect Venn’s full right to require such performance at any time thereafter, nor will the waiver by Venn of any breach of any provision of this EULA be taken or held to be a waiver of the provision itself. You may not assign any of Your rights and obligations under this EULA. Venn may freely assign this EULA. Any attempted or purported assignment by You of Your rights and obligations under this EULA will be null and void. This EULA is the complete and exclusive statement of the agreement between Venn and You, which supersedes any proposal or prior EULA, oral or written, and any other communications between the parties in relation to the subject matter of this EULA. Sections 2.2, 2.3, 2.5, 3, 5, 6 through 11, and any other rights and obligations, which by their nature, are intended to survive beyond termination of this EULA, will survive.
Last Updated: January 2022
This page was last updated on January 14, 2022.
This Master Partner Agreement (“MPA”) is made by and between Venn US Inc. (“Venn”), a New York corporation and formerly known as OS33 Services Corp.), with its principal place of business at
16 W 22nd Street
10th Floor
New York, NY 10010
AND Managed Service Provider Partner (“MSP Partner” or “Partner”). This Agreement commences on the Effective Date of Customer’s first Partner Order Form and continues until all Subscriptions hereunder have expired
or have been terminated (“Partner Term“).
For the purposes of this Agreement, Venn and Partner may be referenced as a “Party” when referenced individually and “Parties” when referenced collectively.
By signing the Partner Order Form, Partner agrees to participate in Venn’s Partner Program and become a Managed Service Provider Partner (“MSP Partner” or “Partner”), licensing Venn Products for use by Partner
and Customers as set forth in this Agreement.
This Agreement supersedes any other written or verbal agreement that may be in operation regarding Partner for this particular business arrangement or service.
The Parties agree as follows:
Certain capitalized terms used in this Agreement, Appendices, not otherwise defined within, will have the meanings set forth below.
“Access Credentials” means login information, passwords, security protocols, and policies for the Venn Products.
“Affiliates” means any entity controlled by or under common control with a Party.
“Agreement” means this MPA, its Appendices, Addenda and related Partner Order Forms.
“Confidential Information” means all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party. The Confidential Information includes, but is not limited to, personal, consumer, customer, or employee data, information; business plans, marketing information, cost estimates, forecasts, bid and proposal data, or financial data; or formulae, products, processes, procedures, programs,
inventions, systems, or designs.
“Customer” means in the case of an individual accepting terms of a Customer Agreement with Partner, on his or her own behalf, such individual, or in the case of an individual accepting the Customer Agreement terms on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into a Customer Agreement. Use of Venn Products by such an individual or entity is for its own internal purposes and not for resale. Customer does not include an entity that resells, sells, licenses, rents or leases Venn Products
to other parties.
“Customer Agreement” means a binding agreement between Partner and Customer that defines the details and terms related to a Customer’s rights related to the use of Venn Products. The details and terms will include at a minimum, but are not limited to, Customer Fees, Customer Term, terms protective of Venn’ Confidential Information, and a statement binding the Customer to adhering to the terms of the Venn End User License Agreement (“EULA”).
“Customer Content” means the data or content uploaded into the Venn Products or by or on behalf of Customer or Venn End User.
“Customer Fees”. Fees charged by Partner to Customer for Venn Products.
“Customer Term” The period the Customer will have access to the Venn Products ordered by Partner for Customer, and as indicated on the Partner Order Form.
“Partner Order Form” A formal sales order, bound by the terms of this Agreement, that a Partner and Venn would execute to represent the order of Venn Products by Partner for each individual Customer that Partner has executed a Customer Agreement with, and which includes Venn Products. Partner is bound to the terms agreed upon, independent of whether the Customer Agreement has been terminated or materially breached. Each would include details including, but not limited to, the Customer, Customer Term and Venn Product fees.
“Partner Portal” a web-based software application service that may be made available to Partners, enabling the Partner to access sales resources, deployment resources and register opportunities. What information and functionality is made available within the Venn Partner Portal is at the sole discretion of Venn.
“Partner Program” means the Partner Program pursuant to which independent third-party agents are authorized by Venn, subject to the terms and conditions of this Agreement, to sell Venn Products to Partner’s Customers.
“Partner Services” Services provided to Customers by Partner in connection with Venn Products.
“Permitted User” shall mean an employee, client, agent, contractor, or other authorized Venn End User of Customer who has been identified to Venn and assigned a personally identifiable username and password in order to access Venn Products.
“Registered Opportunity” shall mean a lead that has been both registered in our Partner Portal or via email, and that has been accepted and approved by Venn by way of written communication, where such lead indicates a prospective customer that the Partner intends to attempt to sell Venn Products and Partner Services to and where Partner desires no confusion or competition introduced by Venn directly or one of Venn’s other partners. For an opportunity to be approved as a registered opportunity, it must not have already been registered by another Partner, is not already being worked on by the Venn direct sales team or is not an existing customer of Venn. Registered leads that are accepted by Venn will be deemed a Registered Opportunity for a period of six months. In the event that the Partner does not close the opportunity within six months, Venn may allow another Partner to sell Venn Products to the opportunity. In no circumstances, will Venn get in the way of a prospective customer’s desire to purchase services and Venn Products from an organization other than the Partner that the opportunity is registered. However, Venn will do everything in its power to support and direct the prospective customer to purchase Venn Products and Partner Services from the Partner the opportunity was registered
under.
“Service Level Agreement” The aspects of the Partner response to Customer or Venn response to Partner – scope, quality, responsibilities that are agreed to between Venn and the Partner that are represented in this Agreement or specified on any mutually executed Partner Order Form.
“Technology” As it relates to each Party, means any proprietary software, online solution or other technology owned or licensed by such Party. Technology may be implemented in such Party’s Products and Services. The Venn Technology includes the Venn Products. Partner Technology includes all other intellectual property of Partner Services.
2.1. Overview. This MPA contains the general terms and conditions governing the legal relationship between Venn and Partner relating to the mutual covenants and obligations of the Parties set forth herein and in the attached and subsequently executed Partner Order Forms. Except as expressly set forth herein, this Agreement will not limit the right of Venn to establish, maintain or expand a sales force, or contract with or utilize other Partners, in any territory in the world at any time.
2.2. Partner Program. By agreeing to this Agreement, Partner will become part of the Venn Partner Program, the details of which may change from time to time and will be communicated to Partner when changed. The Partner Program is designed to align expectations of each Party and enable authorized Partners, subject to the terms and conditions of this Agreement, to sell Venn Products either alone, or in conjunction with, additional Partner Services.
2.3. No Publicity. Each Party agrees that the other Party shall be entitled to review and approve any and all promotional materials prepared by one Party that contain a reference to the other Party as contemplated herein before publication or distribution of same. No public disclosures by either Party relating to this Agreement shall be made without the prior written approval of authorized representatives of the other Party.
2.4. Trademark License. Subject to the terms and conditions of this Agreement, Venn grants to Partner a limited, non-exclusive, non-transferable, royalty-free right and license to use, display and perform the Venn’s or Venn’s trade name and logo and trademarks or service marks, solely for the purpose of the Partner fulfilling its obligations or exercising its rights hereunder.
2.5. Trademark License Restrictions. Partner will use Venn’s or Venn’s logo and trademarks in conformance with any current brand guidelines and subject to quality control procedures either included within the Partner Portal or as directly communicated to Partner by Venn.
3.1 Access to Venn Products.
Subject to Partner’s compliance with the terms and conditions contained in this Agreement, Venn grants to Partner a non-exclusive, non-transferable, non-sublicensable, revocable right to use Venn Products for its own internal operational use and in support of one of its Customers for which an executed Partner Order Form(s) associated with this Agreement, has been executed by Venn and the Partner.
3.2 Access Credentials.
Partner will safeguard, and ensure that all Permitted Users safeguard, the Access Credentials. Partner will be responsible for all acts and omissions of Permitted Users. Partner will notify Venn immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security.
3.3 Service Level.
Venn will use commercially reasonable efforts to make the Venn Products available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Venn shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Venn’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Venn employees), Internet service provider failure or delay, non-Venn application, or denial of service attack.
3.4 Beta Services.
From time to time, Venn may make new Venn Products or new Venn Product features (“Beta Services”) available to Partner at no charge. Partner may choose to try such Beta Services or not in its sole discretion.
3.5 Partner Restrictions.
Partner will not, and will not permit any Venn End User of Partner, or one its Customers, to: (i) adapt, alter, modify, improve, translate or create derivative works of the Venn Products, (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of Venn Products; and (iii) except as may be specifically provided in a Partner Order Form or this Agreement, or otherwise approved by Venn in writing, provide any third party access to Venn Products or use Venn Products on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment.
3.6 Ownership.
Each Party will retain all rights, title and interest in and such Party’s Technology. All rights of each Party that are not expressly granted in this Agreement are reserved and retained by such Party. Nothing contained in this Agreement will be construed as conferring any license or right by implication under any intellectual property rights, other than the rights expressly granted in this Agreement. Notwithstanding any other provisions in this Agreement, and subject to the terms of this Agreement, it is agreed that any improvement, enhancement, change or modification to any Technology of a Party, regardless of the Party making such improvement, enhancement, change or modification, will be owned and controlled solely by the Party owning the underlying Technology. The other Party hereby irrevocably and unconditionally assigns and transfers to such Party all rights and interest in and to any improvements in such Party’s Technology (including all intellectual property rights therein).
3.7 Professional Standards.
Partner will not make: (a) any false or misleading representations about Venn, Venn or Venn or Venn Products to Customers or others; or (b) any representations, warranties or guarantees with respect to Venn Products to Customers or any third party that are not consistent with the terms of this Agreement or any addenda. Partner will comply with all applicable laws and industry standards of professionalism and fair practices in its marketing and promotional activities. Partner understands that Venn will have the right to terminate this Agreement if it determines in its reasonable discretion that Partner has failed to meet the standards in this section.
3.8 Feedback.
Venn in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by Partner to Venn, including such comments and suggestions of Venn End Users, in connection with its access to and use of the Venn Products (all comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Partner hereby grants Venn, on behalf of itself and its Customers, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Venn Products and services.
4.1 Invoicing and Payment.
Invoicing for Purchased Services listed in the Partner Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Partner Order Form. If the Partner Order Form specifies that payment will be by a method other than a credit card, Venn will invoice Customer in advance and otherwise in accordance with the relevant Partner Order Form. Where applicable, fees shall be calculated based upon the number of Users, resources used by Customer, and other Services provided during the applicable calendar month. Unless otherwise stated in the Partner Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Venn and notifying Venn of any changes to such information.
4.2 Taxes.
The charges and fees under this Agreement are exclusive of any national, state, municipal, or other governmental excise, sales, value-added and occupational taxes all of which, if applicable, will be paid by Partner.
4.3 Continuous Development.
Partner acknowledges that Venn may continually develop, deliver and provide to Partner and Customer on-going innovation to the Venn Products, in the form of new features, functionality, and efficiencies. Accordingly, Venn reserves the right to modify the Venn Products, from time to time. Some modifications will be provided to Partner/Customer at no additional charge. In the event Venn adds additional functionality to a particular Venn Product, Venn may condition the implementation of such modifications on Partner’s/Customer’s payment of additional fees; provided that Partner/Customer may continue to use the version of the Venn Products that Venn makes generally available (without such features) without paying additional fees through the end of the then current term.
4.4 Billing and Payment Disputes.
All bona fide disputes or requests for billing or payment adjustments must be submitted in writing to Venn within fifteen (15) days of receipt of the invoice giving rise to the dispute accompanied by a reasonably detailed explanation for the basis of such dispute. The Parties agree that payment of all undisputed amounts will be paid timely, however, in no event may Venn or Partner withhold more than ten (10%) percent of the total amount due the other Party. Venn may request additional information or supporting documentation or reject Partner’s request if unverifiable based on Venn’s records. If Venn rejects such request, Venn will notify Partner, in which case Partner will pay the withheld portion of the invoice within five (5) business days of its receipt of notification of such rejection. If Venn determines that the disputed portion was erroneously charged or that other credits or adjustments for below minimum performance levels are appropriate, including but not limited to Downtime, pursuant to the terms and conditions of this Agreement, Venn will notify Partner of such determination and will credit Partner’s invoice for such amount and Partner may withhold payment of the credited amount from such invoice.
4.5 Late Payments.
In addition to any rights and remedies available to Venn hereunder, at law, or in equity, if Partner fails to pay any fees due hereunder within thirty (30) days from the date due, Venn may impose a late charge equal to the lesser of one and one half percent (1.5%) per month interest or the maximum allowable rate under applicable law. In the event Venn in its discretion elects not to charge Partner a late charge or interest for a particular invoice, such election will not waive Venn’s rights to charge a late charge or interest for any other invoice, including future invoices. Venn may suspend Venn Products made available to Partner or its Customers, if Partner’s account with Venn is or becomes more than twenty (20) days past due.
4.6 Partner Operating Expenses.
Partner will bear all expenses incurred through its provisioning and supporting Customers’ use of the Venn Products, or other exercise of rights or performance of obligations hereunder.
5.1 Confidential Information
(i) Use and Disclosure.
During the Term, each party will have access to the other party’s Confidential Information. Except as otherwise expressly permitted, and without limiting each party’s obligations, under this Agreement, each Disclosing Party agrees as follows: (A) it will not disclose the Confidential Information of the Disclosing Party to anyone except its employees, contractors, third party services and advisors who have a need to know and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement (each a “Representative”) and (B) it will not use or reproduce the Confidential Information disclosed by the Disclosing Party for any purpose other than exercising its rights and / or performing its obligations as described herein. Each Recipient will be liable for the acts and omissions of its Representatives with respect to the Disclosing Party’s Confidential Information.
(ii) Exceptions.
The provisions of Section 5.1 will not apply to Confidential Information that: (A) is or becomes publicly available or enters the public domain through no fault of the Recipient; (B) is in the Recipient’s possession without knowledge of any confidentiality obligations, or (C) is independently developed by the recipient without use of or reference to the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (1) by securities laws, (2) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the discloure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (3) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.
6.1 Mutual.
Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the Agreement will not conflict with or violate any provision of any law having applicability to such Party; (c) that the Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms; and (d) each person executing the Agreement represents and warrants that he or she has the authority to bind the Party on whose behalf he or she has signed.
6.2 Warranty Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT,THE Venn PRODUCTS ARE PROVIDED “AS IS” AND Venn MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM ACOURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. Venn DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE Venn
PRODUCTS WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE. Venn WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES
RELATED TO THIRD-PARTY HOSTING PROVIDERS WITH WHOM CUSTOMER SEPARATELY CONTRACTS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD
PERMITTED BY LAW.
6.3 Disclaimer of Indirect Damages.
IN NO EVENT WILL EITHER PARTY BE LIABLE FORANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL Venn BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.
6.4 Limitations on Liability.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, VENN’S MAXIMUM LIABILITY TO PARTNER AND ITS AFFILIATES UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID BY PARTNER TO Venn IN THE SIX (6) CALENDAR MONTH PERIOD IMMEDIATELY PRECEDING THE DATE FOR WHICH ANY CLAIM OF LIABILITY IS MADE. THE PARTIES ACKNOWLEDGE THAT VENN HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE.
6.5 Exceptions.
IN ANY JURISDICTIONS THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, THE LIABILITY OF Venn WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 6 WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, ANY LIMITED REMEDY HEREIN IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR THE FORM OF THE CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE).
7.1 Venn Indemnity.
Venn will indemnify, defend and hold Partner, its directors, officers, employees and representatives, harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court, as well as all
reasonable and related attorneys’ fees and court costs, (collectively “Losses”) arising out of any third party claim alleging that the Venn Products infringe any U.S. patent, copyright, trademark or trade secret.
7.2 Exclusions.
Section 7.1 will not apply if the alleged claim arises, in whole or in part, from: (a) a (i.) use of the Venn Products in a manner outside the scope of any right granted or in breach of this Agreement or (ii.) modification of
the Venn Products by any Customer or any Venn End User, (b) a combination, operation or use of the Venn Products with other software, hardware or technology not provided by Venn if the claim would not have arisen but for the
combination, operation or use, or (c) the Customer Content (any of the foregoing circumstances under clauses (a), (b) or (c) are “Customer Indemnity Responsibility”).
7.3 Partner Indemnity.
Partner will indemnify, defend and hold harmless Venn, its directors, officers, employees and representatives, from and against any and all Losses arising out of any third-party claim (a) alleging a Customer breach of any
Customer representation or warranty in Section 6 and (b) arising out of any Customer Indemnity Responsibility.
7.4 Indemnification Process.
The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defence and (c) giving
sole control of the defence and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the
indemnified party, without consent.
7.5 Infringement.
If any Venn Product is, or in Venn’s opinion, is likely to become the subject of any infringement-related claim, then Venn will, at its expense and in its discretion: (a) procure for Customer the right to continue using the Venn
Product; (b) replace or modify the infringing technology or material so that the Venn Product becomes non-infringing and remains materially functionally equivalent; or (c) terminate the Partner Order Form(s) pursuant to which
the Venn Product(s) is provided and give Partner a refund for any pre-paid but unused fees so that Partner can do the same with the impacted Customer.
7.6 THE PROVISIONS OF THIS SECTION 7 STATE VENN’S ENTIRE LIABILITY AND PARTNER’S EXCLUSIVE REMEDIES FOR ANY CLAIM THAT THE Venn PRODUCTS INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.
8.1 Partner Term.
This Agreement commences on the Effective Date of Customer’s first Partner Order Form and continues until all Subscriptions hereunder have expired or have been terminated (“Partner Term”). Except as otherwise specified in an Partner Order Form, this Agreement
8.2 Term of Purchased Subscriptions.
The term of each subscription shall be as specified in the applicable Partner Order Form. Except as otherwise specified in a Partner Order Form, subscriptions will automatically renew for additional one year terms, unless either
party gives the other written notice (email acceptable) at least 90 days before the end of the relevant subscription term. Except as expressly provided in the applicable Partner Order Form, per unit renewal pricing may increase
by no more than 10% during any renewal period. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in
re-pricing at renewal without regard to the prior term’s per-unit pricing.
8.3 Subscriptions.
Unless otherwise provided in the applicable Partner Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Partner Order Form or in the applicable online purchasing portal, (b) incremental subscriptions for Purchased Services for a given Customer will be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not
contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Venn regarding future functionality or features.
8.4 Termination for Breach.
Each Party will have the right to terminate this Agreement, Partner Order Form(s) and/or any applicable Addenda upon notice to the other Party if such other Party materially breaches this Agreement, Partner Order Form or the
applicable Addenda and fails to cure such breach within thirty (30) days after receiving written notice thereof, however if such Party has commenced cure of such breach (excluding non-payment) and is acting in good faith to cure same, but has not cured the breach by the 30th day, such period will be extended for a reasonable period of time so as to permit such Party to complete performance of its obligations.
8.5 Effect of Termination.
Upon any termination or expiration of this Agreement, (a) Partner will immediately discontinue use of the Venn Products, (as well as any use of the Venn Confidential Information); (b) Partner will cause any of their Customers to discontinue use of the Venn Products if requested by Venn (c) all Venn Product licenses granted hereunder to the Partner will immediately cease (d) Partner’s Customers using Venn Products may, at Venn’s option, be transferred to Venn direct clients for direct billing by Venn. Venn assumes no responsibility for third party services that may have been provided by the Partner (e) Partner shall be obligated to pay all amounts then due and
outstanding including: the Monthly Fees through the end of the Term as well as the sum of the fees from all Partner Order Forms that are due and payable through the end of the then-current Customer Terms. The charges due and
payable for the remainder of each Partner Order Form will be calculated for each by taking the greater of, (i) the average monthly fee in the three (3) month period preceding the month in which termination occurred, or (ii) the Partner Monthly Fee, multiplied by the number of months remaining in the applicable Customer Term plus any Third-Party Infrastructure fees associated with early termination. Partner will pay all such charges within five
(5) days of the receipt of the final invoice (f) each Party will delete any of the other Party’s Confidential Information from computer storage or any other media including, but not limited to, online and off-line libraries; and
(g) each Party will return to the other Party or, at the other Party’s option, destroy, all physical copies of any the other Party’s Confidential Information.
8.6 Suspension for Security.
In the event Venn becomes aware of a breach of this Agreement that could materially and adversely affect the Venn Products, the operation thereof or any other Customer’s use thereof, Venn may suspend Partner’s access to Venn Products. Venn will notify Partner of such suspension when reasonably possible in advance and will work with Partner to resolve any such issue to promptly restore access to the Venn Products.
8.7 Suspension for Nonpayment.
In the event the Monthly Fees due from Partner are not received by Venn within twenty (20) days after they were due, Venn may suspend, in its sole discretion, Partner’s access to Venn Products. Venn will notify Partner of such
suspension in advance and will work reasonably with Partner to resolve.
8.8 Limitations on Assignment.
Venn or Partner may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets or as part of a corporate reorganization or restructuring. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. No other assignments will be permitted without Venn’s written approval.
8.9 Notices.
Any notice or other communication required or permitted hereunder shall be given in writing to the other Party at the address stated above, or at such other address as shall be given by either Party to the other in writing, by certified mail, or to any expressly authorized email address for sending notices.
8.10 Successors and assigns.
Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective heirs, successors, and rightful assignees.
8.11 Attorney’s Fees.
If Venn is required to bring legal action to enforce the terms of this Agreement, Venn shall be entitled to recover its reasonable attorney’s fees and costs.
8.12 Governing Law; Disputes.
This Agreement will be governed by the laws of the State of New York, without reference to its conflicts of law principles. Any dispute, controversy or claim arising out of or relating to this Agreement, will be made
exclusively in the state or federal courts located in New York, New York and both parties submit to the jurisdiction and venue of such courts.
8.13 Independent Contractors.
Partner and its agents will be independent contractors with respect to services they provide to Venn hereunder. Partner and its agents will not hold themselves out to third parties as having the power to contractually bind Venn with respect to any matter, and will be responsible for their own employees and agents, and such employees and agents will not be deemed to have an employment relationship with Venn.
8.14 Force Majeure.
If the performance of this Agreement is interfered with, in whole or in part, by circumstances beyond the reasonable control of either Party including, without limitation, fire, explosion, power failure, acts of God, war, terrorism, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, or labor unrest such as strikes, slowdowns, picketing or boycotts, then the Party affected will be excused from such performance (other than payment) on a day-by-day basis to the extent that such Party’s obligations relate to the performance so interfered with; provided the Party so affected will use commercially reasonable efforts to expeditiously remove such causes of non-performance and provides written notice of any such incapacity as soon as practical.
9.1 Partner Program Guide.
Venn may maintain a Partner Program Guide (“Partner Guide”) that is available online to all current partners. The Partner Guide shall detail policies and procedures around various aspects of the Partner Program and will be subject to change. The most current Partner Program Guide may be posted on the Partner Portal or through direct written communication with Partner.
9.2 Pricing Guidelines.
Partner may establish pricing for Venn Products based on minimums set forth in the pricing guide. At no time shall Partner sell below set minimums without the written consent of Venn. Notwithstanding such pricing schedules, Partner will be obligated to pay to Venn the fees on each Partner Order Form. Partner will manage all Customer accounts and be solely responsible for billing, configuration, and collection. Venn reserves the right, as it may see fit from time to time, to require Partner to provide Venn visibility to proposals prior to signature by Customer.
9.3 Demonstrations.
Subject to the terms and conditions contained in this Agreement, Venn hereby grants to Partner a non-exclusive, non-transferable right for non-commercial use to access, operate and use for demonstration purposes the features and functions of Venn Products, along with associated documentation, for the purposes of conducting demonstrations and other sales or pre-sales purposes for existing and prospective Customers.
9.4 Marketing Materials.
Venn may provide Partner with marketing materials to assist with sales and marketing activities. Partner may, at its discretion, add Partner contact information to areas indicated in such materials. Notwithstanding the foregoing, Partner shall not remove Venn branding from the materials or the production version of the Venn Products used by Customers.
9.5 Customer.
A Customer will remain a Customer for purposes of this Agreement so long as: (a) a valid Master Partner Agreement is in place, (b) the Customer is a client of Partner and (c) Partner manages such Customer’s account per the responsibilities within this Agreement.
9.6 Customer Termination.
In the event a Customer terminates its relationship with Partner or the portion thereof relating to Venn Products without cause as determined in section 9.7, Partner will be obligated to pay any outstanding fees or prorated portion of any amounts due and outstanding and all other amounts that are due and payable through the end of the applicable Customer Term as determined in the executed Partner Order Form (“Termination Payment”).
9.7 Customer Termination Process.
Upon Partner receiving notice of termination of a Customer Agreement, Partner must notify Venn in writing 60 days prior to end of service of the termination and include the reason for the termination, and work diligently, if possible, to cure the reason for such termination. If cure of termination is possible and is therefore considered without cause, (a) Partner will cause the applicable Customer to discontinue use of Venn Products; (b) all licenses granted under the Customer Agreement to the Customer will immediately cease; (c) Partner shall be obligated to pay the sum of the fees from the applicable Partner Order Form that are due and payable through the end of the then-current Customer Term. The charges due and payable for the remainder of the Partner Order Form will be calculated for each by taking the greater of, (i) the average monthly fee in the three (3) month period preceding the month in which termination occurred, or (ii) the Partner Monthly Fee, multiplied by the number of months remaining in the applicable Customer Term plus any Third-Party Infrastructure fees associated with early termination. If cure of termination is not possible, Partner shall be obligated to pay the sum of the fees effective as of the date specified in such notice.
9.8 Activation Process.
In the event a prospective Customer wishes to utilize the Venn Products from Partner, Partner will follow all guidelines set forth in the Partner Guide from quoting through Customer provisioning. The Parties will jointly determine the appropriate Venn Products to include for such Customer, as needed.
9.9 Existing Customer.
If such Prospective Customer is currently an existing Customer of Venn or any other Partner of Venn, Partner may not provide the Venn Products to such Customer unless mutually agreed by the Parties.
10.1 Venn Products Access.
Subject to the terms and conditions contained in this Agreement, Partner may market, offer for license, and license access to the Venn Products to Customers, packaged either separately or in conjunction with the Partner Services and solely pursuant to a Customer Agreement. In connection therewith, Venn hereby grants the Partner the non-exclusive, nontransferable, non-assignable right to: (i) use Venn Products (as licensed pursuant to this Agreement) for the purpose of developing, customizing, supporting and maintaining services, and (ii) access, operate, and use Venn Products as reasonably necessary to provide services to Customers, either separately or in conjunction with Partner Services; (iii) sublicense and distribute Venn Products to Customers pursuant to a Customer Agreement, either separately or in conjunction with Partner Services; (iv) provide support to Customers; in accordance with and subject to the terms of this Agreement. The foregoing rights may not be sublicensed or delegated to a third party without Venn’s prior written consent, Subject to the terms and conditions herein, Venn grants Partner a revocable, non-exclusive, non-transferable, right and license during the Term to distribute to Customers.
10.2 Support.
Partner shall serve as the primary point of contact for Customers. Partner will, at its own expense, respond to all questions and provide all support for Venn Products. Support shall include, but is not limited to, providing all technical advice, implementation, troubleshooting, technical support and assistance to the Customer. Venn will provide escalation support to Partner and Customers in accordance with the Service Level Agreement which shall be available online and is subject to change. Venn has no obligation to provide support services directly to any Customer. Venn will assist Partner in support of Customers as outlined in the Service Level Agreement. Additional requests or manhours may be billed to Partner at Venn then-current rates for Advanced Support.
10.3 Governance.
Partner shall be both the point of contact and the responsible party for all sales and negotiations with Customers in order to enter into a Customer Agreement with the Customers Venn Products. Venn will cooperate as reasonably required by Partner in connection with the provisioning of the Venn Products to Customers.
10.4 Fees Payable.
Partner will pay to Venn, without offset or deduction, the applicable Monthly Fees and applicable Customer Fees for each Customer as set forth in the applicable Partner Order Form. Venn will submit invoices to Partner with respect to such fees according to the relevant payment schedules. Partner agrees that, as between the Parties to this Agreement, amounts payable under this Agreement are the obligation and liability solely of Partner and are not contingent upon receipt by Partner of any amounts payable to it by any Customer. Fees are payable via ACH and are due NET30 from invoice date.
10.5 Customer Contact.
From time to time, Venn may contact Customers using Venn Products with respect to new features, customer feedback, awareness of industry changes, Venn sponsored events, educational material or other items relating to Venn. Such communication is designed to enhance the overall user experience with Venn Products. During the term of this agreement, Venn agrees to not solicit services directly from Customer, induce any Customer to terminate their use of Partner Services, or assist in any way of getting the same or similar services to Partner from a competitor.
10.6 Best Effort for Mutual Benefit.
Partner and Venn shall individually make best efforts to ensure Customer’s satisfaction and to retain Customer overall in the interest of both Venn and Partner. Both Parties will communicate at least monthly and work collaboratively to address Customer concerns and improve Customer experience.
Venn Technology Corporation and its affiliated company Venn US Inc. (formerly OS33 Services Corp.) (each company singly and together, “Company,” “we,” “our” or
“us”) respects the privacy of its customers, business partners and visitors (“you”).
This Privacy Policy is effective as of January 14, 2022. This Privacy Policy describes the information collection practices of the following: our company websites at www.venn.com (“
Company Sites”), and the software-as-a-service and software products that we offer (each, a “Product”).
The types of information we collect about you may include:
Personal or business contact information such as name, postal and email address, social media profile information from sites like Twitter and LinkedIn, the name of your company, department and your business function or
title;
For users of our Frontline™, Stronghold™, Secure Browser, VDA Essentials™, and VDA LocalZone™ Products, we collect the following information limited to your work-related profile: usage statistics for our products, DNS
information associated with the websites you visit, what files you upload/download/print, copy/paste activity, what work applications are installed on managed mobile devices, security state of your device;
For users of our VDA Essentials™ native applications, in order to help your company stay compliant, we gather device security compliance information such as antivirus status, disk encryption mechanisms.
For users of our VDA LocalZone™ products, for billing purposes, we measure the aggregated amount of traffic transferred from you’re your device through the Secure Company Gateway.
Demographic information such as age and gender;
Information you provide by interacting with us through the Company Site, including by submitting form data, questions, commenting on our forums and interacting with us through social media;
Job application or employment inquiry information such as resume and CV data and other contact information;
Contact information of individuals with whom you would like to share Company content;
Other details that you may submit to us or that may be included in the information provided to us by third parties.
The information we may collect by automated means may include:
Information about the devices our visitors use to access the Internet such as IP address, domain names, and the device, browser and operating system type;
Information about actions taken by visitors on our Company Site like page views and site navigation patterns;
URLs that refer visitors to our Company Site;
Dates and times of visits to our Company Site;
General geographic location such as country and city from which a visitor accesses our Company Site; and
Search terms that visitors use to reach our Company Site.
In addition, the automated means that may be used to collect this information may include common Internet technologies like cookies, local storage, web beacons, scripts and tags. Information collected by cookies may be
associated with your personal information, including your contact information, device information or other personal information you have provided to the Company. A “web beacon,” also known as an Internet tag, pixel tag or clear
GIF, is used to transmit information back to a web server. We may use third-party website analytics tools that collect automated information about visitor traffic on our Company Site.
We also use 3rd party services to analyze user behavior, as well as user experience:
Google Analytics to improve our Company Site content. You can learn how Google collects and processes data by going to www.google.com/policies/privacy/partners,and reviewing the section “How Google uses data when you use
our partners’ sites or apps.
Technologies from HubSpot on certain pages of the Company Site. More information on HubSpot’s privacy practices can be found here: https://legal.hubspot.com/privacy-policy.
Segment is used to track user experiences through our product. You can learn more about how Segment collects and processes by going to: https://segment.com/docs/legal/privacy/.
Rollbar to collect error logs. You can learn how Rollbar collects and processes data: https://docs.rollbar.com/docs/privacy-policy.
We may use the information we obtain about you to:
Respond to your questions and comments, including requests for information about our company, products and services;
Communicate with you, including by phone or by email, about our products, services, offers, surveys and events;
Provide, maintain, optimize and improve our Products and the Company Site;
Provide technical support for our Products and assistance with the Company Site;
Analyze trends and statistics regarding visitors’ use of the Company Site, and tailor the Company Site and Products accordingly;
Research, analyze and aggregate customer data with data of other customers for our internal business purposes, and use such aggregate data to conduct research and create analytics products and services;
If you have applied for or inquired about a job, we may use the information that you provide to us for considering your application or inquiry and communicating with you;
Enable you to communicate with us through our blogs, video blogs, online forums, social media pages and other interactive media;
Publish your testimonials about the Company and Products, including on our Company Site, forums, blogs, and social media assets;
Make referrals to our subsidiaries, partners and other third-party vendors;
Follow up with individuals and companies with whom you have shared Company content;
Manage your participation in our events, conferences, surveys;
Operate, evaluate and improve our business and the products and services we offer;
Analyze and enhance our marketing communications and lead generation strategies, including by identifying when emails sent to you have been received and read;
Protect against and prevent fraud, unauthorized transactions, and claims, and manage risk exposure;
Comply with and enforce our contractual rights;
Comply with applicable legal and regulatory requirements, industry standards and our policies;
Investigate unlawful, illegal or suspicious activity;
We may combine the information we collect with publicly available information and information we receive from our affiliated companies, business partners and other third parties. We may use that combined information for
the purposes described in this Privacy Policy; and
We also may use the information we obtain about you in other ways for which we provide specific notice to you.
We may share your information as follows:
With our partners, affiliates, agents, subcontractors, representatives, or service providers;
In connection with a divestiture, merger, acquisition, sale, or similar transaction;
As required to comply with our contractual obligations to our customers;
To protect or enforce our rights or property, or the rights or property of our affiliates, partners, agents, subcontractors, representatives, or services providers;
In response to a court order, subpoena, warrant or to comply with a legal or regulatory requirement or to cooperate with an investigation or examination;
To identify persons who may be violating the law, our website Terms of Use, the rights of third parties, or otherwise misusing the Company Site or its related properties;
To our technology or other third-party service providers such as website hosts, applicant management tools, chat widgets, email marketing campaign and other marketing or sales operations tools, pursuant to written
agreement with such providers pursuant to which our service providers are required to use information solely for the purpose of providing the services and treat information as confidential;
With your consent, or to fulfill the purpose for which you provided the information; or
As a compliance solution, compliance data of what you do in Workplace is shared with your company managers.
As permitted by law.
No method of transmission over the Internet, or method of electronic storage, is entirely secure. The Company employs a number of technical, administrative, and physical safeguards to protect your personal information, but we
cannot guarantee its absolute security. You can request our SOC audits and detailed us of our security program by submitting a request to [email protected].
The Company Site may contain links to other sites for your convenience and information. The links do not signify our endorsement of such other websites or links, its contents, or the third party that offers the site or
information. These third party sites may be operated by companies not affiliated with us. Linked sites may have their own privacy notices, which you should review if you visit those websites. They also may collect information
about you. We are not responsible for the content of any websites not affiliated with us, any use of those sites, or those sites’ privacy practices.
Our Company Site includes social media features such as social media widgets that allow you to link to a social media website or share website content. These social media features may collect your IP address, which page you are
visiting on our Company Site, and may set a cookie to enable the feature to function properly. Social media features and widgets are either hosted by a third party or hosted directly on our Company Site. Your interactions with
these social media features are governed by the privacy policy of the company providing it.
We take reasonable steps to keep your personal information accurate and complete. You may send us an e-mail at [email protected] to request access to your personal information you have provided to us.
We do not knowingly collect any personal information directly from children under the age of 13. If we discover we have received any personal information from a child under the age of 13 in violation of this Policy, we will take
reasonable steps to delete that information as quickly as possible. If you believe we have any information from or about anyone under the age of 13, please contact us at [email protected].
This Privacy Policy may be updated periodically and without prior notice to you. Please revisit this page periodically to review the current version. The “Last Modified” date will be updated when changes to the Privacy Policy
are made.
If you have questions or concerns about this Privacy Policy, please contact us by emailing us at [email protected], or writing to us at:
Venn Technology Corporation
Attn: VP, Compliance – Privacy Policy Issues
PO Box 4668
New York, NY 1016
This page was last updated on January 14, 2022.
The following agreement outlines your obligations when using the Venn website available at Venn.com (the “Site”). The Site is owned and operated by Venn US Inc., formerly known as OS33 Services Corp. (“Venn”) and is accessed by you under the terms of use described below (“Terms of Use”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THE SITE OR ANY CONTENT ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. VENN’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY VENN, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. VENN RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE, WHICH YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING AND YOUR CONTINUED USE OF THIS SITE CONSTITUTES AGREEMENT TO ALL SUCH CHANGES.
Third-party resources that can be accessed with hypertext links from this Site are not under the control of Venn and Venn is not responsible for the contents of any of these third-party resources. Such third-party websites are not owned or operated by Venn, and Venn does not assume any responsibility or liability for these third-party websites or for any communications or materials available through such third-party websites. The third-party hypertext links presented on the Site are provided for your convenience only. The inclusion of any link on the Site does not imply any recommendation, approval or endorsement of that site by Venn.
The Venn logo is a registered trademark of Venn. Venn shall retain all worldwide rights in the intellectual property of the Site, including, but not limited to, trademarks, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and the copyright in and to its original content. Unless otherwise expressly noted, nothing that you read or see on the Site or other Site content, or any of the source code or HTML code that Venn uses to generate the Site may be copied, reproduced, modified, distributed, transmitted, republished, displayed, or performed for commercial use without the prior written consent of Venn, except as provided in the Terms of Use without prior written consent or otherwise permitted by relevant law.
Except for any personally identifiable information we may collect from you under the guidelines established in our Privacy Policy, any material, information or other communication you transmit, upload or post to the Site will be considered non-confidential and non-proprietary. By posting such communications to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Venn a royalty-free, irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the right to sublicense) to use, copy, modify, perform, publish, display, reformat, translate, excerpt (in whole or in part) and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing. You also represent and warrant that the holder of any rights in such content, including intellectual property rights, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Venn through the Site. You may not pretend that you are any other individual or entity, or misrepresent your authority to represent any entity.
If you provide any feedback, recommendations for improvements or features of the Site or any Venn products or services, implementation of that feedback or recommendation is owned by Venn and may become part of our Site, products and services without compensation to you.
Venn makes no warranties or representations about the accuracy or completeness of the Site or the Sites’ materials. Venn does not endorse and is not responsible for the accuracy or reliability of any opinion, advice or statement made through the Site by any party other than Venn. Venn is not responsible for technical problems that may hinder the efficacy of a transaction on the Site.
THE SITE AND THE MATERIALS, INFORMATION, SERVICES, AND PRODUCTS IN THE SITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, AND LINKS, ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VENN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. VENN DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VENN DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.
IN NO EVENT WILL VENN BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF VENN HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THE SITE. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You will indemnify and hold harmless Venn, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys’ fees and cost) from (i) any claim or demand made by any third party due to or arising out of your access to or use of the Site or any content on the Site, (ii) violation of the Terms of Use by you, or (iii) the infringement by you of any intellectual property or other right of any person or entity.
Users are prohibited from violating or attempting to violate the security of the Site. Venn will investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators.
If any provision or provisions of these Terms of Use shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or be impaired thereby. You agree that any dispute between you and Venn arising from your use of this Site shall be brought exclusively in the state or federal courts of competent jurisdiction in New York.
The Terms of Use constitutes the entire agreement between users of the Site and Venn, and regarding the subject matter hereof. If you breach any term of the Terms of Use, Venn may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Venn’s remedies are cumulative and not exclusive. Failure of Venn to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Terms of Use at any time thereafter. Users of this Site are responsible for compliance with all applicable regulations and laws.
