Marketplace Terms and Conditions
Thank you for your interest in Listing an Offer on the Vena Marketplace. These Marketplace Terms and Conditions ("Agreement") governs the relationship between you ("Partner," "you," or "your") and Vena Solutions Inc. and/or its affiliates ("Vena," "we," "us" or "our") with respect to publishing Listings and making available your Offers on the Vena Marketplace. Nothing in this Agreement is intended or shall be deemed to amend, alter, modify, or have any effect whatsoever on any of the terms and conditions of any other written agreement between you and Vena, including without limitation, your Partner Agreement. Nothing in this Agreement shall be used to construe or interpret any other written agreement between you and Vena.
By publishing (or attempting to publish) a Listing for your Offer in the Vena Marketplace, you agree to the terms of this Agreement. Vena may update this Agreement at any time and will notify you of such changes via email. By continuing to use your Marketplace Partner Account or maintaining your Listing in the Vena Marketplace after the changes become effective, you agree to the new terms. If you do not agree to the new terms, you must remove your Listings from the Vena Marketplace and close your Marketplace Partner Account.
TERMS AND CONDITIONS
1. MARKETPLACE PARTNER ACCOUNT
To publish a Listing and make available Offers in the Vena Marketplace, you must be a Vena Partner and request a Marketplace Partner Account through the Partner Portal and provide all information required by Vena to approve you as a Marketplace Partner. Vena may use your contact information to send you information regarding announcements, programs, updates, and the like for your Marketplace Partner Account. You agree that Vena may display the contact information (including email address) that you provide us in the Vena Marketplace for customer support and related purposes. You are responsible for all activity that takes place with your Marketplace Partner Account. If you fail to keep your Marketplace Partner Account in good standing, Vena may revoke your Marketplace Partner Account, remove your Listings from the Vena Marketplace, delete Offer ratings and reviews, and pursue any other remedies available to Vena.
2. PUBLISHING A LISTING FOR YOUR OFFER
(a) Publishing. You must submit to Vena each Offer that you wish to List, including any Offer Assets and updates. All submissions shall be submitted through your Marketplace Partner Account and will be reviewed and approved by Vena in its sole discretion. You will receive notification of the results via email. You are solely responsible and liable for the Offer, including all delivery and support. Vena may retain copies of the Offer Assets and any other materials you submit with your Offer. Vena will not return them, so you must maintain your own backup copies.
(b) Updates to Offers. To the extent you make available updates to Offers, those updates are subject to the requirements of this Agreement.
(c) Certification. Each Offer is subject to Certification before the Listing for such Offer is published in the Vena Marketplace. Certification and post-publication assurances, described below, may include Vena scanning submitted Offers for identification of security vulnerabilities. Vena's Certification of an Offer does not constitute any representation or acknowledgment by Vena that the Offer complies with such requirements, nor does it constitute any acceptance by Vena of any responsibility or liability for the Offer.
(d) Post Publication Assurances. Once published in the Vena Marketplace, Vena may periodically test and evaluate your Offer to verify that it continues to comply with this Agreement and Documentation. Vena may also modify your Listing solely to correct obvious spelling, grammatical or typographical errors.
(e) Removing a Listing. If you wish to remove your Listing, you may do so via your Marketplace Partner Account. Vena will remove the Listing from the Vena Marketplace and cease making the affected Listing for your Offer available through the Vena Marketplace.
(f) Vena Removal and Disablement Policies. Vena may remove or suspend the availability of any Listing for your Offers from the Vena Marketplace for: (i) your breach of this Agreement or your Partnership Agreement; (ii) the termination of this Agreement or your Partnership Agreement, (iii) the termination of any of the license grants associated with an Offer; (iv) an assertion or claim that your Offer infringes the intellectual property rights of a third party; (v) complaint(s) about the content or quality of your Offer; or (vi) an allegation of or your violation of any applicable law, regulation, or regulatory guideline. Vena also may disable your Offer if: (A) Vena determines that the Offer causes harm to Customers or their devices, third parties (including any Covered Parties) or any network; (B) pursuant to a request or instruction from a Customer; or (C) to comply with any judicial order, or government law, regulation, or order, or (D) is a breach of any territory or similar restrictions in your Partnership Agreement with Vena.
(g) Infringement Claims. If you believe another Offer or third party content in the Vena Marketplace violates your trademark or copyright rights, you may submit a claim to Vena. If Vena refers a claim to you, you will promptly respond and comply with any requests to take down or disable your Offer received by Vena pending final resolution of the matter between you and such third party.
(h) Offer Placement and Promotion. Vena reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of Offers anywhere in the Vena Marketplace, except as may be otherwise agreed between you and Vena in writing.
(i) Offer Rankings and Ratings. The Vena Marketplace may allow Customers to comment on and rate Offers and display such comments and ratings on your Offer, including comments and ratings sourced from third parties. Vena may make rankings, ratings, or comments publicly available. Vena may use those ratings and other data to determine the placement or marketing of Offers in the Vena Marketplace. You may not attempt to manipulate rankings, ratings or comments for your Offer or any other Offer. Vena may remove any rankings, ratings, or comments at its sole discretion and for any reason.
(j) Modification or Discontinuance. The Vena Marketplace is property of Vena. Vena may, in its sole discretion, change or discontinue the Vena Marketplace at any time without incurring any obligation or liability to Partner.
(a) Grant of Rights to Vena. You do not transfer ownership of any Offer or Offer Asset by submitting them to Vena to publish a Listing. By submitting an Offer and Offer Assets to create your Listing, you directly grant to Vena, the worldwide, limited, non-exclusive right to: (i) host, install, reproduce, publicly perform and display via any digital transmission technology, your Offer Assets, solely as necessary to operate the Vena Marketplace, display and manage your Offers, and make available your Offers to Customers; and (ii) access, distribute, and use your Offer solely as necessary to Certify such Offer and as otherwise required by Vena to make available your Offer to Customers.
(b) Third-Party Rights/Open-Source Licenses. Your Offer and Offer Assets must not infringe or misappropriate any intellectual property or personal right of any third party. If you license any portion of your Offer from a third party or under any open-source license, you are solely responsible for compliance with those license terms and conditions and ensuring that Vena, in its capacity as your agent or commissionaire, has the necessary rights to perform its obligations to you under this Agreement. You are, at your sole cost and expense, responsible for securing, reporting, and maintaining all necessary rights, clearances, and consents and paying all licensing fees (including applicable public performance license fees or other consideration associated with providing all content embodied in and through your Offer), and for undertaking all related reporting obligations.
(c) Marketing Rights. You grant Vena, its agents, contractors, licensees, marketing partners, and Covered Parties the right to use, reproduce, display, publicly perform and publish your entity name and Offer Assets, in connection with the marketing of the Offer through the Vena Marketplace and Vena websites, products, and services related to the Vena Marketplace. You are the sole owner of your entity name, Offer Assets, and associated goodwill, and the sole beneficiary of the goodwill associated with Vena's use of your entity name and Offer Assets. Vena will not acquire any right, title, or interest in your entity name and Offer Assets because of its use of them. Vena hereby assigns and will assign in the future any rights it may acquire in your entity name or Offer Assets as a result of its use of them under this license, along with the associated goodwill.
(d) Customer Contracts. You, not Vena, will license or grant any necessary use rights to your Offers to Customers. You may provide your own contract terms, consistent with any obligations under this Agreement and the Partner Agreement. Any contract terms are between you and Customers and will not create any obligations or responsibilities of any kind for Vena. You acknowledge that Vena grants no right or license to your Offers through the operation of the Vena Marketplace or through enabling you to provide Offers through the Vena Marketplace.
(e) License to Vena Marks. While you have a Listing, subject to any restrictions in your Partnership Agreement, Vena grants you a worldwide, nonexclusive, nontransferable, non-sublicensable, royalty-free, revocable license to use the Vena Marks in connection with advertising for your Offer on the Vena Marketplace, solely as described in the Vena branding guidelines. You will correct any misuse of Vena Marks upon Vena's notice and will cease using Vena Marks if you fail to promptly correct such misuse. Vena is the sole owner of the Vena Marks and associated goodwill, and the sole beneficiary of the goodwill associated with your use of the Vena Marks. You will not acquire any right, title, or interest in the Vena Marks because of your use of the Vena Marks. You hereby assign and will assign in the future any rights you may acquire in the Vena Marks as a result of your use of the Vena Marks under this license, along with the associated goodwill. You will reasonably assist Vena at Vena's expense in protecting the Vena Marks. Vena will determine, in its sole discretion, whether to take legal action to enforce or defend its rights in the Vena Marks and will control any legal action concerning the Vena Marks.
(f) Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant to either party (by implication, estoppel, exhaustion, or otherwise) any right, title, interest, or license, in the other party's intellectual property. Each party reserves all rights not expressly granted in this Agreement.
4. OFFER REQUIREMENTS
(a) General Requirements. Your Offer and Offer Assets must comply with this Agreement and the Documentation.
(b) Local Law. The Offer, Offer Assets, and your marketing of the Offer must comply with the applicable laws of each territory or country in which you elect to make the Offer available. This includes applicable: (i) Data Protection Law; (ii) telecommunications laws; (iii) content ratings regulations; (iv) consumer protection and marketing laws, including laws that prohibit direct exhortations to children to buy advertised products; (v) export control laws; (vi) tax laws, regardless of the origin of your Offer; (vii) medical device regulations; and (viii) financial regulations. If you are required to make any disclosures to consumers prior to sale or download of the Offer, you must provide those in the Offer description field (unless they are provided elsewhere in your Listing). The Vena Marketplace product description pages may include your full contact information and information about in-Offer purchases available in an Offer. You must make such notices sufficiently prominent as is required by local law. You must disclose to Vena any controlled technology employed, used or supported by your Offer that may impose any legal obligations or requirements on Vena. You must inform Vena of such legal obligations and requirements, and take any action if necessary for Vena to comply with its legal obligations. You may not use the Vena Marketplace or any services or tools made available for the development of Offers for, or to permit others to carry out, any illegal activity or breach of contract.
(c) Support. Vena is not responsible for providing support for your Offers. You must provide to Vena current technical and billing support contacts via e-mail and phone for when Vena receives technical or billing questions from Customers about your Offer. You will use best efforts to respond to any inquiry received by Vena about your Offer. You will ensure that any support options described in your Listing remain available to Customers for as long as the relevant Offer is available on the Vena Marketplace and/or to Customers.
(d) Vena API. If your Offer was developed to interact with any application programming interface (API) made available by Vena (“Vena API”), then you acknowledge and agree that your access to and use of the Vena API shall be governed by the Vena API Terms of Service found at: developers.venasolutions.com, as same may be amended by Vena from time to time.
You represent and warrant to Vena that:
(a) you have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement;
(b) if you are a business or other legal entity, then the individual entering into this Agreement on your behalf represents that he or she has all necessary legal authority to bind you to this Agreement;
(c) your Offer and Offer Assets, together with all advertising or other materials accessible from or that provide access to your Offer comply with and will continue to comply with all requirements of this Agreement;
(d) if you are registered as a Vena partner, your performance under this Agreement will comply with your Partner Agreement and any Vena code of conduct requirements applicable to Vena partners;
(e) the Listing, distribution, and monetization of your Offer in the Vena Marketplace does not and will not violate any agreements to which you are a party (including your Partner Agreement) or of which you are otherwise aware. You have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to make your Offer available in the Vena Marketplace in compliance with this Agreement and for your Offer to access any Internet-based or Vena-provided services, if any, to which the Offer enables access; and
(f) the information you provide to Vena under or in connection with this Agreement is true, accurate, current, and complete.
6. CONFIDENTIALITY, PRIVACY, SECURITY AND DATA PROTECTION
(i) Restrictions on Use. In connection with this agreement, each party (“Recipient”) may receive Confidential Information of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. Except as allowed in Section 6(a)(ii), Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees and contractors, in each case who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use Discloser’s Confidential Information for any purpose other than as permitted in this Agreement. Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Discloser’s Confidential Information.
(ii) Exceptions. Notwithstanding the restrictions in Section 6(a)(i), Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation, or (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, or (iii) in connection with any regulatory report, audit or inquiry, or (iv) where requested by a regulator with jurisdiction over Recipient. In the event of such a requirement or request, Recipient shall give Discloser prompt written notice of such requirement or request prior to disclosure and, to the extent feasible, give the Discloser a reasonable opportunity to review and comment upon the disclosure and request confidential treatment or a protective order pertaining thereto prior to making such disclosure.
(iii) Destruction. Upon Discloser’s written request at any time but subject to any rights Vena may have pursuant to this Agreement, Recipient shall return or destroy Discloser’s Confidential Information and any copies or extracts thereof. Upon Discloser’s request, Recipient will provide Discloser with written confirmation of such return or destruction in compliance with this provision. Notwithstanding the foregoing, (i) Recipient will not be required to destroy or return automatic, archived computer back-up files on which Confidential Information may be stored in conformance with customary technology practices and policies and (ii) Recipient may retain one copy of the Discloser’s Confidential Information in accordance with its ordinary course legal record retention procedures; provided, however, that any such retained Confidential Information will be kept confidential and remain subject to this Agreement for the period of retention.
(iv) Equitable Relief. Each party acknowledges that a breach of this Section 6(a) shall cause the other party irreparable injury and damage. Therefore, each party agrees that those breaches may be stopped through injunctive proceedings in addition to any other rights and remedies which may be available to the injured party at law or in equity without the posting of a bond.
(i) Disclosure of Information. Vena may disclose your contact information as necessary for Vena to administer this Agreement through its Covered Parties and other parties that help Vena administer this Agreement. Where required for Vena's administration of this Agreement or otherwise in connection with the Vena Marketplace, you will provide the following additional information about transactions with Customers to Vena: Customer name and address and system where the Offer is being installed (i.e., Tenant ID and location).
(iii) Contacting Customers. Vena may contact Customers to share updates related to Vena Marketplace services and Vena events. In addition, Vena may share Customer contact information with you, which may include Personal Data. The Customer contact information and Personal Data we provide you must be used solely for transactional purposes or to respond to a Customer inquiry about your Offers that are available in the Vena Marketplace and in accordance with Data Protection Law. You may not use the Customer contact details we provide to direct Customers to purchase your Offer on competing marketplaces. You are responsible for obtaining Customer's consent for any other use, including for marketing purposes, of Customer contact information or Customer Personal Data obtained from Vena, and Vena will not be responsible or liable for such other use.
(iv) Roles. You may not (a) modify Customer information, except to provide the Offers or when expressly permitted in writing by Customer, (b) disclose Customer information except as compelled by law or as expressly permitted in writing by Customer, or (c) access or use Customer information except to provide the Offers and prevent or address service or technical problems, or at Customer’s request in connection with customer support matters. You agree to maintain the confidentiality of Customer information indefinitely following the expiration or termination of this Agreement. To the extent you transmit or process Customer information outside Vena’s systems, you represent and warrant that you will notify all Customers and users prior to their use of your Offers that their Customer information will be transmitted or processed outside Vena’s systems and to that extent Vena is not responsible for the privacy, security, or integrity of that Customer information. With respect to the Personal Data collected from Customers, you and Vena agree that you and Vena are not joint controllers, as defined in the GDPR, of the Personal Data that each independently Processes. Vena is an independent controller for such purposes and you are an independent controller or a processor to an entity other than Vena as applicable based on your relationship established with Customers.
(d) Security. You will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer information submitted, accessed or processed by your Offers. Without limiting the generality of the foregoing, your Offers, network, operating systems and the software of your servers, databases, and computer systems must use reasonable security measures to protect Customer information. Your Offer must not jeopardize or compromise user security, the security of the Vena Marketplace, any related services or systems, or any Customer’s systems and must not install or launch executable code on the user’s environment beyond what is identified in or may reasonably be expected from the Listing.
(i) Security Standards. If your Offer collects credit card information or uses a third-party payment processor that collects credit card information, the payment processing must meet the current PCI Data Security Standard ("PCI DSS").
(ii) Security Incidents. You must report known security incidents and vulnerabilities of your Offers at the earliest opportunity to Vena by sending an email to email@example.com, along with all relevant and available information.
7. DISCLAIMER, INDEMNIFICATION AND LIMITATION OF LIABILITY
(a) DISCLAIMER OF WARRANTY. WE PROVIDE THE VENA MARKETPLACE, PARTNER PORTAL AND MARKETPLACE PARTNER ACCOUNT "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE VENA MARKETPLACE, PARTNER PORTAL AND MARKETPLACE PARTNER ACCOUNT. VENA MAKES NO WARRANTIES RELATED TO ANY PROGRAMS OFFERED IN CONNECTION WITH OR ANY OTHER SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT. VENA EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE VENA MARKETPLACE, PARTNER PORTAL AND MARKETPLACE PARTNER ACCOUNT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF AND SOLELY TO THE EXTENT THAT THEY ARE APPLICABLE. WITHOUT LIMITING THE FOREGOING, COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE VENA MARKETPLACE, PARTNER PORTAL OR MARKETPLACE PARTNER ACCOUNT WILL BE UNINTERRUPTED OR ERROR FREE.
(b) INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS VENA AND ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST (INCLUDING BY PAYING ANY ASSOCIATED COSTS, LOSSES, DAMAGES OR EXPENSES AND ATTORNEYS’ FEES) ANY AND ALL THIRD PARTY CLAIMS: (I) ALLEGING THAT YOUR OFFER, OFFER ASSETS, OR LISTING INFRINGES OR MISAPPROPRIATES ANY INTELLECTUAL PROPERTY RIGHT OR PERSONAL RIGHT OF A THIRD PARTY; (II) ARISING FROM ANY DISPUTE BETWEEN YOU AND ANY CUSTOMER RELATING TO YOUR OFFER OR ANY OF YOUR OTHER PRODUCTS OR SERVICES; (III) RELATING TO THE FUNCTIONALITY OF, THE USE OF, OR THE INABILITY TO USE THE OFFER, INCLUDING ANY CLAIMS OF PRODUCT LIABILITY OR MISLEADING ADVERTISING RELATED TO THE OFFER OR OFFER ASSETS; (IV) YOUR ACTUAL OR ALLEGED BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT; (V) USE OF THE VENA MARKETPLACE IN VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS; (VI) FOR OR RELATED TO ANY US WITHHOLDING TAX AND PENALTIES (IF APPLIED BY THE IRS) IF THE IRS ASSERTS VENA’S PAYMENTS TO YOU, IF ANY, ARE SUBJECT TO U.S. WITHHOLDING TAX; AND (VII) FOR OR RELATED TO ANY INTERNATIONAL, STATE, OR LOCAL TAXES AND PENALTIES IF A TAXING AUTHORITY ASSERTS THAT VENA’S PAYMENTS TO YOU, IF ANY, ARE SUBJECT TO SUCH TAXES.
(c) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 6 (CONFIDENTIALITY, PRIVACY, SECURITY AND DATA PROTECTION) OR 7(B) (INDEMNIFICATION): (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE); AND (II) THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED US$500.00. MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITATIONS. THE LIMITATIONS SET FORTH IN THIS SECTION 7(C) SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE VENA IS NOT INVOLVED IN TRANSACTIONS BETWEEN YOU AND A CUSTOMER, IF A DISPUTE ARISES BETWEEN YOU AND A CUSTOMER, YOU AGREE TO RELEASE, AND TO CAUSE CUSTOMER TO RELEASE, VENA (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8. TERM AND TERMINATION
(a) Termination for Convenience. This Agreement will remain in effect until terminated. Either party may terminate this Agreement at any time, for any reason or no reason, upon 30 days’ written notice.
(b) Effect of Termination. Within 30 days of either party’s notice of termination of the Agreement, Vena will remove all Listings for your Offers from the Vena Marketplace. We reserve the right to remove your Offers on an expedited basis if we terminate this Agreement for material breach.
(i) All notices that you provide to Vena under this Agreement must be sent by email to: Partnerops@venacorp.com.
(ii) For notices to you under this Agreement, you will identify an individual or individuals on the Users page in your Marketplace Partner Account settings to serve as the primary contact for Marketplace Partner Account notices and messages. This contact will receive all notices unless you change such contact information through your Marketplace Partner Account settings.
(b) Assignment. Vena may freely assign or delegate all rights and obligations under this Agreement, fully or partially, to a Vena Affiliate without notice to you. Vena may perform certain of its obligations under this Agreement through one or more Vena Affiliates. You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective.
(c) Sublicensing and Subcontractors. Vena may sublicense its rights under this Agreement to third parties or otherwise authorize third parties to assist Vena in performing its obligations or exercising its rights under this Agreement. Vena will remain obligated under this Agreement for the performance of such third parties excepting any assumption of responsibility for the administration of any sales, use, goods and services, value-added or other similar tax.
(d) URLs. URLs referenced in this Agreement also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at the specified URLs.
(e) Choice of Law and Venue. This Agreement is governed by laws of the Province of Ontario and the federal laws of Canada applicable therein (disregarding conflict of laws principles) and the parties consent to exclusive jurisdiction of and venue in the courts of Toronto, Ontario. Neither party will claim lack of personal jurisdiction or forum non conveniens in these courts. In any action or suit related to this Agreement, the prevailing party is entitled to recover its costs, including reasonable attorneys’ fees.
(f) Miscellaneous. A party’s failure to enforce any rights under this Agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this Agreement. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive. This Agreement is nonexclusive, and nothing in this Agreement restricts you or Vena from entering into other, similar agreements with other marketplaces or partners, or from acquiring, licensing, developing, manufacturing, or distributing similar or competing technologies. This is the entire Agreement between you and Vena in connection with your Listings and Offers on the Vena Marketplace and supersedes any prior agreements with respect to the same subject matter. If a court holds that Vena cannot enforce a part of this Agreement as written, Vena may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement will not change. This Agreement’s section titles are for reference only and have no legal effect. Neither this Agreement, nor any terms and conditions contained herein, create a partnership, joint venture, employment relationship, or franchise relationship.
(a) "Affiliate" means any legal entity that owns, is owned by, or is commonly owned with a party. "Own" means more than 50% ownership or the right to direct the management of the entity.
(b) "Certification" means Vena's process for testing the compliance of Offers with the applicable Certification Requirements. An Offer is "Certified" when Vena (or Vena's designated certification provider) confirms that the Offer has completed and passed the Certification Requirements.
(c) "Certification Requirements" means the technical, functional, content, and other policy requirements provided by Vena, including the Vena Marketplace certification policies.
(d) “Confidential Information” means non-public information in any form and regardless of the method of acquisition that the Discloser designates as confidential or should be reasonably known by Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of this Agreement or your Partner Agreement); (ii) previously known to Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties without an obligation of confidentiality.
(e) "Covered Parties" means, collectively, Vena, Vena's Affiliates, authorized resale partners, and network operators that provide billing services for the Vena Marketplace, if any.
(f) "Customer" means an end user who seeks or acquires a right to use or redistribute your Offer.
(g) "Data Protection Law" means any law, rule, regulation, decree, statute, or other enactment, order, mandate or resolution relating to data security, data protection and/or privacy, including but not limited to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data ("GDPR") and the California Consumer Privacy Act ("CCPA"), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
(hi) "Documentation" means the Certification Requirements and such other Vena Marketplace or Vena Partner materials, and information Vena makes available to you from time to time pursuant to this Agreement for your internal use.
(i) "Listing" means catalog entry or description of an Offer (including Offer Assets) displayed in the Vena Marketplace.
(j) "Marketplace Partner Account '' means a service account for publishing your Offer through Vena Marketplace, which includes a user name and password and is available at https://admin.pandium.io/integrations.
(k) "Offer" means the offering you submit to Vena for evaluation, Certification, and publication through the Vena Marketplace, including any additional content sold or offered from within such Offer. For clarity, Offers include: (i) contact me Offers, free trial Offers, and such other Offer types that Vena enables on the Vena Marketplace, (ii) Offer Assets, and (iii) Offer updates (but for greater certainty shall exclude Vena products and services).
(l) "Offer Assets" means, for each Offer: the Offer name, Offer descriptions, and any titles, images, screenshots, video trailers, user generated content, or other materials you provide to Vena in connection with your Offer, including any trademarks, trade dress, or source identifiers contained therein.
(m) "Partner Agreement" means any agreement entered into between Vena and Partner and/or Partner Affiliate pursuant to which Partner and/or Partner Affiliate markets, advertises, promotes, resells or otherwise solicits the sale of certain Vena products or services to customers in accordance with the terms therein.
(n) "Partner Portal" means the web portal, currently available at https://vena.seismic.com/app#/home, or other Vena owned and operated interfaces, through which Partner may access Vena content and resources; and receive communications from Vena.
(o) "Personal Data" means any information relating to an identified or identifiable natural person ("Data Subject") and any other data information that constitutes personal data or personal information under any applicable Data Protection Law. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
(p) "Processing" means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. "Process" and "Processed" will have corresponding meanings.
(q) "Vena Marketplace" means the Vena Marketplace storefront, and any Vena owned or operated endpoints that point to the Vena Marketplace storefront through which Listings of your Offers may be made available to Customers, including any updates or successors (however named) to the Vena Marketplace storefront.
(r) "Vena Mark(s)" means trademarks and services marks, logos, badges and other business identifiers described in Vena branding guidelines, including any other trademarks, service marks, logos, and badges that Vena identifies in writing as being available for use by you pursuant to the Agreement.