Terms of Use

Last Updated Jan 27, 2017

General

VENZEE Inc. (“WE”) OWNS AND OPERATES THIS WEBSITE LOCATED AT HTTPS://VENZEE.COM/ (THE “WEBSITE”). THESE TERMS OF USE (“TERMS”) APPLY TO ALL USERS OF THIS WEBSITE INCLUDING USERS WHO UPLOAD ANY MATERIALS TO THE WEBSITE, USERS WHO ORDER AND/OR USE SERVICES PROVIDED THROUGH THIS WEBSITE AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE. PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THIS WEBSITE YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THIS WEBSITE OR ANY OF ITS CONTENT OR SERVICES. THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY VENZEE FROM TIME TO TIME WITHOUT NOTICE. THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE, AND IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE OF THE WEBSITE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS.

To use and/or register for the services offered through the Website (the “Service”) you must be: a) of legal age to form a binding contract with Venzee and b) cannot be a person barred from receiving the Service under the laws of the country in which you reside or from where you use the Service. By accepting these Terms of Use you represent that you understand and agree to the foregoing. If you are accepting these Terms of Use on behalf of a corporation or other entity, you represent and warrant that you have the necessary right and authority to enter into these Terms of Use on behalf of such corporation or entity and to bind such corporation or entity to these Terms of Use.

Service Terms

Registering to use the Service. To sign-up and activate the Service, you must first register by creating an account and a password and pay any applicable fees. You are responsible for all activity that takes place on your account. Please choose a strong password for your account and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account

Important Terms for Users. Those users who join the Service (the “Service”) by (i) registering to participate; and (ii) agreeing to these Terms (together “you”) will have advance access to the Service on the following terms:

  • License to Service. We grant to you a limited, non-exclusive, non-transferable license to access and use the Service. Your right to use the Service is limited by all terms and conditions set forth in these Terms.

Restrictions on Use of the Service. Venzee may impose certain limitations on the use of the Service, including, but not limited to restricting the number of accounts you may register and/or imposing charges for certain features of the Service. You agree to use the Service only for purposes as permitted by these Terms and not to use the Service for any purpose prohibited by applicable law or regulation. Venzee reserves the right to modify or impose any limitations on the use of the Service at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate users without any liability whatsoever to you. In using the Service, you shall not:

  • Intentionally or unintentionally violate any applicable local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Service to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone else;
  • License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; or
  • Modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service or any software provided by us.

Service Level Agreement (SLA). Venzee’s Software as a Service is based on a multi-tenanted operating model that applies common, consistent management practices for all customers using the service. This common operating model allows Venzee to provide the high level of service reflected in our business agreements. This section communicates Venzee’s Production Support and Service Level Availability Policy “SLA” with its customers.

Support and Technical Assistance: Venzee will provide Customers with assistance between the hours of 9am EST and 9pm EST, Monday to Friday.

Service Availability: Venzee’s Service Availability commitment for a given calendar month is 99.5%.

Planned Maintenance: Currently, Planned Maintenance including the release of improvements, bug fixes and new features happens on Thursdays and commences at 9pm PST with a deployment from our development environment to production and can result in some features being temporarily unavailable for up to 60 minutes.

Service Response: Venzee’s Service Response commitment is: (i) not less than 50% of online transactions in two (2) seconds or less and (ii) not more than 10% in five (5) seconds or more. Service Response is the processing time of the Venzee Production Service to complete transactions submitted from a web browser with the exception of importing or exporting data and images which can vary depending upon the size of the transaction.

Disaster Recovery: Venzee will maintain a disaster recovery plan for the Venzee Production Service and commits to a recovery time objective of twelve (12) hours from the time that the Venzee Production Service becomes unavailable until it is available again. Venzee will test the disaster recovery plan once every six months and make improvements as required.

Case Submittal and Reporting: Customer’s may submit cases to Venzee via email, live chat and phone. Venzee will respond to each case and will use commercially reasonable efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case and the resolution itself. A resolution may consist of a fix, workaround, delivery of information or other commercially reasonable solution to the issue.

Venzee Response Commitment: Venzee will respond within twenty-four (24) hour of receipt of a case.

Resolution: If a resolution requires a Venzee bug fix, Venzee will add the bug fix to its development queue and suggest a potential workaround until the problem is resolved in a future Update. Customer will be notified of status changes.

Indemnification. You agree to defend, indemnify and hold Venzee, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these Terms or any applicable law or regulation; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these Terms and/or your use of the Service.

Data Terms

Personal Information. When you register to use the Service and through your use of the Service we will have access to certain personal information and device data. Please review our Privacy Policy carefully as it sets out how we collect, store and use information about our users and will govern use of your personal information. If you do not agree with any of our privacy practices you must not access or use the Service.

License to Venzee. Except for material we may license to you, Venzee does not claim ownership of the materials and/or content you submit to the Website (“Content”). However, by using the Service you grant Venzee a worldwide, royalty-free, non-exclusive license to collect, use and store such Content solely for the purpose of providing the Service. Said license will terminate within a commercially reasonable time after you or Venzee terminate your account. You also grant us the right to compile anonymous, aggregate statistical data derived from Content and your use of the Services which we may use without restriction. You represent and warrant that you have the necessary right and authority to grant us the licenses granted herein, and you shall defend, indemnify and hold us harmless for any breach of this representation or warranty by you.

Term and Termination

Termination by You. You may terminate your account and/or stop using the Service at any time.

Termination by Venzee. Venzee may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Service or Website; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Venzee in its sole discretion, and Venzee will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

Effect of Termination. On termination, you will lose all access to the Service and any portions thereof, including, but not limited to, any Content associated with your account.

Refunds. No refunds or credits for subscription charges or other fees or payments will be provided to you if you elect to downgrade or cancel your plan.

White Glove Program. Should you terminate the white glove program while there are outstanding tasks remaining, we will request a confirmation from you that tasks in progress should cease with immediate effect. Should you choose not to confirm or fail to confirm termination, these tasks will be completed and you will be charged for the applicable billing period(s).

Important Disclaimers and Service Limitations

THE WEBSITE AND SERVICE ARE PROVIDED “AS IS.” VENZEE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES AND CONDITIONS OF ANY KIND RLATING TO THE WEBISTE AND THE SERVICE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBISTE OR THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE WEBSITE OR THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OR CORRUPTION OF DATA THAT RESULTS. YOU FURTHER ACKNOWLEDGE THAT THE WEBSITE AND THE SERVICE ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VENZEE OR THROUGH OR FROM THE WEBSITE OR THE SERVICE SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

UNDER NO CIRCUMSTANCES SHALL VENZEE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITE OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR THE SERVICE, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR THE SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VENZEE’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID VENZEE IN THE PRIOR 12 MONTHS (IF ANY) THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY THE APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

General Terms

Access to Your Account and Content. You acknowledge and agree that Venzee may access, use, preserve and/or disclose your account information and content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Venzee, its users or the public as required or permitted by law.

Feedback. We welcome your suggestions, comments and feedback on the Service (“Feedback”) especially during this beta-testing phase as it helps us to improve the product and our services. If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Venzee (including all of its successors and assigns) may freely use such Feedback without any restrictions; and (d) you are not entitled to receive any compensation or re-imbursement of any kind.

Export Control. Use of the Service may be subject to the export and import laws of Canada, the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list.

Notices. Venzee may provide you with notices regarding the Service, including changes to these Terms, by email or by postings on the Website.

Governing Law & Disputes. This Agreement shall be governed by the laws of the State of Delaware, USA. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of the State of Delaware, USA shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Website and the Service and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.

Governing Language. This Agreement has been prepared in the English language and the English language shall control its interpretation. All consents, notices, reports and other written documents to be delivered or provided by a party under this Agreement shall be in the English language, unless otherwise agreed by the receiving party, and in the event of any conflict between the provisions of any document and the English language translation thereof, the terms of the English language translation shall control.

Entire Agreement. These Terms (together with our Privacy Policy) constitute the entire agreement governing use of the Website and the Service and all related activities. We reserve the right to modify or change the Service at any time without notice or liability to you. These Terms shall not be modified except by a new posting of these Terms by Venzee. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. Our failure to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. You may not assign any part of these Terms or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. We may assign these Terms without restriction.

Questions/Contact. If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Service, please contact us at: support@venzee.com.