Marketplace Terms and Conditions

Welcome to the Vena Marketplace! These Marketplace User Terms and Conditions ("Agreement") govern the relationship between you ("you" or "your") and Vena Solutions Inc. and/or its Affiliates ("Vena," "we," "us" or "our") with respect to your access to and use of the Vena Marketplace. The term “you” refers to the Vena customer or prospective customer interested in learning more about Vendors, Vendor Products, and Vendor Offers listed on the Vena Marketplace (as well as any Vena Products and Vena Offers that may be listed on the Vena Marketplace). This Agreement also applies to you if you are browsing the Vena Marketplace. You must be over the age of 18 to access or use the Vena Marketplace.

By accessing and using the Vena Marketplace, you accept the terms of this Agreement, which form a legally binding agreement between you and Vena. If you do not agree to these terms, do not access or use the Vena Marketplace. You are fully responsible for compliance with this Agreement by anyone accessing or using the Vena Marketplace on your behalf.

If you are already a customer of Vena, 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 that may be in effect between you and Vena, including without limitation, any Vena Terms. Nothing in this Agreement shall be used to construe or interpret any other written agreement between you and Vena.

We may update this Agreement at any time and will notify you of such changes by updating the “Last updated” date above. By continuing to access and use 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 stop accessing or using the Vena Marketplace.

TERMS AND CONDITIONS

1. SCOPE

The Vena Marketplace is an online portal where our customers and prospective customers can learn more about Vendors, Vendor Offers, and Vendor Products (as well as Vena Offers and Vena Products).

Vendor Offers and Vendor Terms. Most listings on the Vena Marketplace relate to Vendor Offers. Vendors are third parties, who create, own and are responsible for the Vendor Offers and Vendor Products. Without limiting the disclaimers, restrictions or other provisions in this Agreement, acceptance of a Vendor Offer and use of a Vendor Product is subject to the Vendor Terms (including any usage limits described therein), not the Vena Terms. By accepting a Vendor Offer or purchasing, installing or using a Vendor Product, you are entering into the Vendor Terms directly with the Vendor. Vena is not a party to, bound by, or responsible for compliance with, any Vendor Terms. You are responsible for your dealings with Vendors in connection with Vendor Offers and Vendor Products. Vena does not guarantee that any Vendor Terms, Vendor Offers or Vendor Products are adequate for your needs. Vena does not license any intellectual property to you as part of any Vendor Offer or Vendor Product, and Vena is not responsible or liable to you or others for information, products or services provided by any such Vendor Offer or Vendor Product. Vena makes no guarantee that any Vendor Products will work properly with any Vena Products, or that Vendor Products will continue to work with any Vena Products as they change over time. Some Vendor Products rely on hosted or cloud services provided by the Vendor or third parties, and these Vendor Products may not function properly or may become inoperable if those services are discontinued.

Vena Offers and Vena Terms. If a listing on the Vena Marketplace relates to a Vena Offer, the applicable terms governing the provision and use of the applicable Vena Product will be the Vena Terms. In the event of a conflict between this Agreement and the Vena Terms, the Vena Terms will control as to each party’s rights and responsibilities relating to the Vena Product itself, while this Agreement will control as to the Vena Marketplace generally.

Support and Maintenance. Any support and maintenance of Vendor Products will be provided by the applicable Vendor and only to the extent described in the applicable Vendor Terms. You are responsible for confirming the Vendor’s support and maintenance obligations for Vendor Offers. Vena is not responsible for or liable in any way for supporting or maintaining Vendor Products, and a Vendor’s failure to provide any support or maintenance will not entitle you to any refund. Any support and maintenance of Vena Products will be provided to you by or on behalf of Vena in accordance with the Vena Terms.

Bring-Your-Own-License Vendor Offers. Vendors may make certain Vendor Offers available on the condition that you have obtained, outside of the Vena Marketplace, the rights necessary to use such Vendor Offers and the related Vendor Product. If you accept any such Vendor Offer, you are responsible for ensuring that you have sufficient rights to use the Vendor Offer and the related Vendor Product.

The Vena Marketplace, Vendor Offers, Vena Offers, and other materials offered through the Vena Marketplace may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. We reserve the right to modify, update, correct, replace, remove or withdraw any Vendor Offer or Vena Offer at any time and for any reason, without notice to you. Vendors may also modify, update, correct, replace, remove or withdraw their Vendor Offers at any time and for any reason, without notice to you. In addition, we may, in our sole discretion, change, temporarily disable or discontinue the Vena Marketplace or any features or functionality of the Vena Marketplace at any time and for any reason, without notice to you.

Reservation of Rights. The Vena Marketplace is property of Vena. Except for the rights explicitly granted to you in this Agreement, in the Vendor Terms for each Vendor Product, and in the Vena Terms for each Vena Product (as applicable): (i) all right, title and interest (including intellectual property rights) in the Vena Marketplace are reserved by Vena, (ii) all right, title and interest (including intellectual property rights) in the Vendor Products that are the subject of Vendor Offers are reserved and retained by their respective Vendors and licensors, and (iii) all right, title and interest (including intellectual property rights) in the Vena Products that are the subject of Vena Offers are reserved and retained by Vena and its licensors. You do not acquire any ownership rights in the Vena Marketplace, the Vendor Products, or the Vena Products. Vena reserves all rights not expressly granted in this Agreement

2. ACCESSING AND USING THE VENA MARKETPLACE

(a) Restrictions. You may access and use the Vena Marketplace for your internal business purposes. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any data or information from the Vena Marketplace without Vena’s prior written consent. You may not:

(i) circumvent or bypass any technological protection measures in or relating to the Vena Marketplace, Vendor Offers or Vena Offers;

(ii) disassemble, decompile, decrypt, hack, emulate, exploit or reverse engineer any software or other aspect of the Vena Marketplace, Vendor Offers or Vena Offers;

(iii) publish, copy, rent, lease, sell, export, import, distribute or lend the Vena Marketplace, Vendor Offers or Vena Offers; or

(iv) enable access to the Vena Marketplace, Vendor Offers or Vena Offers by unauthorized third-party applications or otherwise in a manner intended to avoid incurring fees or to circumvent usage limits or quotas.

(b) Throttling. We may limit the number of requests that you can make to the Vena Marketplace to protect our system or to enforce reasonable limits on your use of the Vena Marketplace. Additionally, we and Vendors may place restrictions in the number of requests that you can make to our respective services, which may be enforced by us and/or Vendors.

3. DATA COLLECTION AND SHARING

(a) Collection and Use by Vena. You do not need an account to access and browse the Vena Marketplace. However, if you wish to request information from us or a Vendor in connection with a Vendor Offer or a Vena Offer, you may be required to provide certain information, including your contact information. We may share that information with the relevant Vendor in order to respond to your inquiry. We may also disclose your contact information as necessary for us to administer this Agreement through our Covered Parties and other parties that help us administer this Agreement. We may contact you to share updates related to Vena Marketplace services and Vena events. Any data that we collect from you based on your use of the Vena Marketplace, or that we receive from Vendors in connection with your use of the Vena Marketplace or Vendor Offers, will be subject to Vena’s Privacy Policy which can be found at https://www.venasolutions.com/privacy-policy/.

(b) Collection and Use by Vendors. You may be required to provide certain information to a Vendor if you wish to purchase a Vendor Offer from the Vendor outside the Vena Marketplace. That Vendor may provide information relating to your purchase to us (including your name, address, and the system where the applicable Vendor Product is being installed). If you purchase a Vendor Offer, the use of the applicable Vendor Product may involve the transmission, transfer, collection and storage of data on Vendor or third party systems. Any Vendor’s use of such data is subject to the applicable Vendor Terms and their privacy policy, as applicable. Vena is not responsible for any access, use, transfer or security of data or information by Vendors or Vendor Products, or for the security or privacy practices of Vendors, Vendor Products, or their third party processors. You are solely responsible for your decision to permit any Vendor or Vendor Product to access or use data to which you have granted access. Vendors are responsible for having and maintaining their own privacy policies or statements that describe their privacy practices with respect to personal data collected by their Vendor Products or any information they receive from Vena or from you. We strongly advise you to read the privacy policies applicable to each such Vendor. Vena’s privacy, security and data retention policies will not apply to any Vendor Offer or Vendor Product, or to any Vendor’s use of any personal data or other information.

(c) Analytics and Usage Data. In addition to the foregoing, you authorize Vena and Vendors to collect, use and disclose to each other technical data and related information (including technical information relating to your device and system), in a non-personally identifiable form, to facilitate the provision of software updates, product support, marketing efforts and other services to you. Vendors and Vena may each use this information, as long as it is in a form that does not personally identify individual users, to improve their respective products or to provide services or technology to you (including with respect to Vena, the Vena Marketplace and Vena Products).

(d) Public Areas. If you share information in public areas of the Vena Marketplace, through features that permit public sharing of information (such as comments or ratings), or in shared areas available to others, you agree that anyone with whom you have shared such information may use, save, reproduce, distribute, display and transmit such information freely. If you do not want others to have that ability, do not use those areas of the Vena Marketplace to share your information. We reserve the right to remove any such information from the Vena Marketplace in our sole discretion and for any reason.

4. LINKS TO THIRD PARTY SITES

LINKS WITHIN THE VENA MARKETPLACE TO THIRD PARTY SITES (INCLUDING VENDOR SITES) WILL LET YOU LEAVE THE VENA MARKETPLACE. THE LINKED SITES ARE NOT OWNED OR CONTROLLED BY VENA, AND WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY WEBSITE OR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. WE WILL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEBSITES. WE ARE NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. WE ARE PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY US OF THE SITE. YOU SHOULD USE YOUR DISCRETION WHEN VISITING THIRD PARTY WEBSITES, AND WE STRONGLY ADVISE YOU TO READ THE TERMS AND CONDITIONS OF ANY THIRD PARTY WEBSITES THAT YOU VISIT.

5. YOUR RESPONSIBILITIES

(a) Representations and Warranties. You (including anyone acting on your behalf) represent and warrant that you have all necessary right, power and authority: (i) to enter into and be legally bound by this Agreement, and (ii) to authorize Vendors and Vena to access and use your data and information as described in Section 3, all without violation of any other agreements or policies. You further represent and warrant that you are over the age of 18.

(b) Compliance with Law. You must use the Vena Marketplace in compliance with all applicable laws and regulations.

(c) Indemnification. You agree to indemnify, defend (at our request) and hold harmless Vena and the Covered Parties from and against (including by paying any associated costs, losses, damages or expenses and attorneys’ fees) any and all third party claims: (i) relating to your use of the Vena Marketplace (including any content you submit to or publish on the Vena Marketplace); (ii) arising from any dispute between you and any Vendor, including any dispute relating to any Vendor Offer or Vendor Product or relating to the functionality of, the use of, or the inability to use any Vendor Offer or Vendor Product (including any claims of product liability or misleading advertising related to the Vendor Offer or Vendor Product) or relating to your actual or alleged breach of any Vendor Terms; and (iii) your actual or alleged breach of any obligations in this Agreement or violation of any rights of a third party. You may not settle any such claim without our prior written consent.

6. DISCLAIMER AND LIMITATION OF LIABILITY

(a) DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENA OFFERS THE VENA MARKETPLACE AND ALL VENDOR OFFERS AND VENA OFFERS ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE”. YOU BEAR THE ENTIRE RISK OF USING THE VENA MARKETPLACE. VENA AND THE COVERED PARTIES HEREBY DISCLAIM ALL WARRANTIES, GUARANTEES OR CONDITIONS RELATING TO THE VENA MARKETPLACE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, PRODUCT LIABILITY, OR ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VENA AND THE COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE VENA MARKETPLACE WILL BE UNINTERRUPED, TIMELY, SECURE OR ERROR FREE OR THAT ANY ERRORS CAN OR WILL BE CORRECTED, THAT THE VENA MARKETPLACE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OR THAT INFORMATION AVAILABLE FROM THE VENA MARKETPLACE WILL BE ACCURATE OR TIMELY. YOU MAY HAVE OTHER STATUTORY WARRANTIES, IN WHICH CASE THE DURATION OF ANY STATUTORY WARRANTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(b) Vendor Offers and Vendor Products. Vendors are solely responsible for the Vendor Offers and Vendor Products, and any related content or materials included in such Vendor Offers and Vendor Products. Vendors are solely responsible for ensuring that any information they submit in connection with any Vendor Offer listed on the Vena Marketplace is accurate, complete and correct. Any acceptance or use of Vendor Offers or Vendor Products is at your sole discretion and risk. You should always independently verify that any Vendor Offers, Vendor Products or Vendor business practices meet your needs. VENA AND THE COVERED PARTIES HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY VENDOR OFFERS OR VENDOR PRODUCTS, INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, DATA HANDLING, DATA PROCESSING, COMPLETENESS, USEFULNESS OR QUALITY, EVEN IF VENA IS HOSTING SUCH VENDOR OFFERS OR VENDOR PRODUCTS. VENA IS NOT RESPONSIBLE FOR THE STANDARDS OR BUSINESS PRACTICES OF ANY VENDOR (WHETHER RELATING TO SUPPORT, AVAILABILITY, PRIVACY, SECURITY OR OTHERWISE). THESE DISCLAIMERS APPLY EVEN IF A VENDOR OFFER COMPLIES WITH ANY GUIDELINESS OR REQUIREMENTS THAT VENA MAY IMPOSE FOR SUCH VENDOR OFFERS, AND EVEN IF VENA HAS REVIEWED, CERTIFIED OR APPROVED THE VENDOR OFFER OR THE VENDOR PARTICIPATES IN ANY OF VENA’S PARTNER PROGRAMS.

(c) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VENA OR THE COVERED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER LIABILITY RELATED TO THE VENA MARKETPLACE, INCLUDING FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR COSTS OF DELAY. IF THE FOREGOING DISCLAIMER OF DIRECT DAMAGE IS NOT ENFORCEABLE AT LAW FOR ANY REASON, IN NO EVENT WILL VENA’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED US$500.00. MULTIPLE CLAIMS WILL NOT EXPAND THESE LIMITATIONS. BECAUSE VENA IS NOT INVOLVED IN ANY TRANSACTIONS BETWEEN YOU AND A VENDOR, IF A DISPUTE ARISES BETWEEN YOU AND A VENDOR, YOU AGREE TO RELEASE VENA AND THE COVERED ENTITIES FROM ALL CLAIMS, DEMANDS, LIABILITIES 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.

(d) Basis of Bargain. Vena is entering into this Agreement relying on the limitations of liability, disclaimers of warranty and other provisions relating to allocation of risk herein, and you agree that such provisions are an essential basis of the bargain between the parties. You agree that the waivers and limitations specified in this Section 6 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if we have been advised of the possibility of a claim and even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

7. TERMINATION

Your rights under this Agreement will automatically terminate, without prior notice or liability, upon your failure to comply with any of the provisions of this Agreement. In the event of such termination, you must cease all use of the Vena Marketplace, and we may immediately revoke your access to the Vena Marketplace without notice to you and without refund of any amounts, if applicable. We may terminate this Agreement without notice to you if we, in our discretion, discontinue the Vena Marketplace. If this Agreement terminates, your rights to use any previously-purchased Vendor Offers and related Vendor Products, or any previously-purchased Vena Offers and related Vena Products, will survive in accordance with the relevant Vendor Terms or Vena Terms (as applicable).

9. MISCELLANEOUS

(a) Contact Information. For communications concerning this Agreement, you may contact us at legal@venacorp.com. We may send you notices to any email address that we have on file for you.

(b) Changes to this Agreement. We may change this Agreement at any time, and we will notify you of such changes by updating the “Last updated” date referenced at the top of this Agreement and posting the updated Agreement on our website. Your continued use the Vena Marketplace after the changes become effective constitutes your acceptance of the new terms. If you do not agree to the new terms, you must stop using the Vena Marketplace.

(c) Assignment and Subcontracting. We may freely assign, transfer, delegate or subcontract our rights and obligations under this Agreement. You may not assign, transfer, delegate or subcontract any rights or obligations under this Agreement, including in connection with a change of control. Any such purported assignment, transfer, delegation or subcontracting by you shall be ineffective.

(d) Choice of Law and Venue. If you have any concern or dispute about the Vena Marketplace or this Agreement, you agree to first try to resolve the dispute informally by contacting us. 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. Notwithstanding the foregoing, nothing in this Agreement will prevent Vena from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.

(e) Export Control. You may not use the Vena Marketplace, the Vendor Products or the Vena Products or otherwise export or re-export any of the foregoing except as authorized by applicable export control laws and regulations. In particular, but without limitation, the Vena Marketplace may not be used, and Vendor Products and Vena Products may not be exported or re-exported (i) into any US embargoed countries, or (ii) to anyone on the US Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list or the US Department of Commerce’s Denied Persons, Entity, or Unverified Lists. You represent and warrant that you are not located in any such country or on any such list. You agree not to use or provide the Vena Marketplace, the Vendor Products or the Vena Products for any prohibited end use, including to support any nuclear, chemical or biological weapons proliferation, or missile technology, without the prior permission of the United States government.

(f) Miscellaneous. Vena’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 is the entire Agreement between you and Vena in connection with your access to and use of Vena Marketplace and supersedes any prior agreements with respect to the same subject matter. For clarity, this does not limit the Vendor Terms or the Vena Terms, which will apply in accordance with Sections 1(b) and (c) above (as applicable). 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 between us.

10. DEFINITIONS

(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) "Covered Parties" means, collectively, Vena, Vena's Affiliates, and their respective directors, officers, employees, consultants, subcontractors, agents, authorized resale partners, and network operators that provide billing services for the Vena Marketplace, if any.

(c) "Vena Marketplace" means the Vena Marketplace storefront, and any Vena owned or operated endpoints that point to the Vena Marketplace storefront through which Vendor Offers or Vena Offers may be made available to you, including any updates or successors (however named) to the Vena Marketplace storefront.

(d) "Vena Offers" means listings on the Vena Marketplace for offers from Vena relating to Vena Products, including: (i) contact me Vena Offers, free trial Vena Offers, and such other Vena Offer types that Vena enables on the Vena Marketplace, and (ii) Vena Offer updates (but for greater certainty shall exclude Vendor Products).

(e) “Vena Products” means goods and services available from or provided by or on behalf of Vena to its customers, and include goods and services listed in Vena Offers.

(f) "Vena Terms" means any license, subscription, service or other agreement between Vena and you (as a customer of Vena) governing the provision and use of Vena Products that you may purchase from Vena.

(g) “Vendor” means a third party vendor, supplier or service provider that lists Vendor Offers for Vendor Products on the Vena Marketplace.

(h) "Vendor Offers" means listings on the Vena Marketplace for offers from Vendors relating to Vendor Products, including: (i) contact me Vendor Offers, free trial Vendor Offers, and such other Vendor Offer types that Vena enables on the Vena Marketplace, and (ii) Vendor Offer updates (but for greater certainty shall exclude Vena Products).

(i) “Vendor Products” means goods and services available from or provided by or on behalf of a Vendor to its customers, and include goods and services listed in Vendor Offers.

(j) “Vendor Terms” means any license, subscription, service or other agreement between a Vendor and you (as a customer of such Vendor) governing the provision and use of Vendor Products that you may purchase from such Vendor. For greater certainty, Vena is not a party to the Vendor Terms.