"Affiliate" means any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with either Vena or Subscriber.
"Agreement" means this Master Subscription Agreement Terms and Conditions, together with any Order Forms, Appendices, Statements of Work and Descriptions of Services executed by Vena and the Subscriber or incorporated herein by reference, as same may be amended from time to time.
“Applicable Privacy Laws” means all applicable data protection legislation, regulations and rules related to data security, data integrity and the safeguarding of personal information and those data protection laws applicable to Vena and Subscriber within the United States of America.
“Content” means: i) information obtained or developed by Vena related to the Service and provided to Subscriber, including all products specified and agreed upon pursuant to this Agreement; (ii) the Documentation, as defined within this Agreement; and (iii) Updates.
"Documentation" means, collectively, technical information and materials, in written or electronics form, delivered with the Service by Vena to Subscriber and that are intended for use in connection with the Service.
“Effective Date” means the date that the initial Order Form is signed by the Subscriber.
"Feedback" means suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service provided by a Subscriber, User, or third party.
“Fees” means the fees and charges specified in an Order Form, Statement of Work or Description of Services, or other document, including both recurring and one-time charges.
"GDPR" means EU General Data Protection Regulation 2016/679, as same may be amended from time to time.
“Order Form” means any executed Order Form between Vena and Subscriber.
“Party” means either Vena Solutions USA Inc. or the Subscriber, and “Parties” means both Vena Solutions USA Inc. and Subscriber.
"Proprietary Information" means confidential or proprietary information of a Party relating to that Party’s business or operations. With respect to Subscriber, Proprietary Information includes Subscriber Data and information communicated by Subscriber to Vena about Subscriber’s internal operating environment but excludes Usage Data. With respect to Vena, Proprietary Information includes the technology underlying the Service, the Documentation (including any complete or partial copies thereof), Usage Data, the Service Concepts, third-party databases, and any benchmark or survey results.
2.4 Subscriber grants to Vena and its Affiliates a non-exclusive, worldwide, royalty-free, fully paid-up right and license to store, copy, access, transmit and otherwise perform all acts with respect to the Subscriber Data as may be necessary for Vena and/or its Affiliates or subcontractors to: (a) provide the Services to the Subscriber as set forth in this Agreement, (b) maintain or improve Vena's products and services, (c) leverage Usage Data and (d) diagnose and resolve any support issues in accordance with Appendix A or otherwise as requested by Subscriber from time to time.
(g) not to remove, alter, or obscure any proprietary notices (including copyright notices) incorporated into or included with the Service;
(h) not to interfere with or disrupt the integrity or performance of the Service or the data contained therein; and
(i) not to attempt to gain unauthorized access to the Service or its related systems or networks.
3.3 Subscriber shall not access the Service in order to:
(a) build a competitive product or Service;
(b) build a product using similar ideas, features, functions or graphics of the Service; copy any ideas, features, functions or graphics of the Service; or
(c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or
3.4 Subscriber shall not permit User licenses to be shared or used by more than one individual User, provided that Subscriber may reassign User licenses from time to time to new Users who are replacing former Users who no longer Use the Service.
3.5 If at any time during the Term Vena determines that the number of User licenses exceeds the applicable number of User licenses specified within the applicable Order Form, Subscriber shall pay for the additional User licenses upon receipt of invoice from Vena in respect of such excess usage.
4.5 At any time during the Term, Subscriber may perform extracts of all Subscriber Data from the Service using the Extract, Transform and Load (“ETL”) tool, which will enable Subscriber to export all Subscriber Data in a flat-file format for Subscriber’s archival or audit
4.6 Vena shall establish and maintain appropriate physical, organizational, and technical measures designed to protect the security, confidentiality, and integrity of Subscriber Data in its possession from time to time against accidental or unlawful destruction, loss, alteration, unauthorized disclosure. Vena shall implement a process for regularly testing and evaluating the effectiveness of such measures. To the extent that Vena processes any Personal Data (as defined in a Data Protection Addendum entered into between the Parties) as part of Subscriber Data in the provision of the Services hereunder, the terms of the Data Protection Addendum, which are hereby incorporated herein by reference, shall apply.
4.7 Vena shall notify Subscriber no later than forty-eight (48) hours following confirmation of any actual or suspected breach of security that may result in the unauthorized access, use, or disclosure of Subscriber Data (each, a “Data Security Incident”) and shall
reasonably cooperate with Subscriber in the investigation and remediation of any such Data Security Incident, including restoring the availability of and access to Subscriber Data in a timely manner.