VENA API TERMS OF SERVICE

These terms of service (this “Agreement”) form a legal agreement between you and Vena Solutions Inc. and/or its affiliates (“Vena”, “We” or “Us”). IN ORDER TO ACCESS OR USE THE VENA API (AS DEFINED BELOW) YOU MUST FIRST: (1) EXECUTE AND CONTINUE TO BE SUBJECT TO (A) VENA’S MASTER SUBSCRIPTION AGREEMENT OR OTHER AGREEMENT ACCEPTABLE TO VENA WHICH GRANTS YOU ACCESS TO THE VENA CLOUD PLATFORM AND RELATED PRODUCTS OR SERVICES FOR YOUR OWN INTERNAL USE, IF YOU ARE A VENA CUSTOMER; OR (B) A PARTNER AGREEMENT OR OTHER SIMILAR AGREEMENT ACCEPTABLE TO VENA WHICH GRANTS YOU THE RIGHT TO MARKET, ADVERTISE, PROMOTE, RESELL OR OTHERWISE SOLICIT THE SALE OF CERTAIN VENA PRODUCTS OR SERVICES TO CUSTOMERS IN ACCORDANCE WITH THE TERMS THEREIN, IF YOU ARE A VENA PARTNER (COLLECTIVELY AND INDIVIDUALLY, THE “PREREQUISITE AGREEMENTS”), AND; (2) AGREE TO THIS VENA API TERMS OF SERVICE.

By accessing (or attempting to access) the Vena API, you agree on your own behalf and on behalf of each entity for whose benefit you act (together, “You” or “Your”) that You currently are subject to at least one of the Prerequisite Agreements and that You agree to this Agreement and that You may not access or use the Vena API without first agreeing to this Agreement. Vena may update this Agreement at any time. By continuing to access or use the Vena API after the changes become effective, You agree to the new terms . If You do not agree to the new terms, You must immediately cease to access or use the Vena API. Vena and You are each a “Party” and collectively the “Parties” to this Agreement.

Thank you for Your interest in the Vena API. Vena will provide You with access to the Vena API subject to the terms of this Agreement. The “Vena API” means the Vena API application programming interface and any API documentation or other API materials made available to You by Vena, including, without limitation, through https://developers.venasolutions.com/, including any updates. The term “Vena API” does not include any applications owned by a third party (referred to in this Agreement as “Third Party Software”), whether or not the Third Party Software accompanies, is provided with, or operates in conjunction with, the Vena API, other than software, interfaces and firmware licensed by Vena from a third party and incorporated into the Vena API as an integral part of the Vena API.
Subject to and conditioned on Your compliance with all the terms and conditions set forth in this Agreement, Vena hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence during the term of the Agreement to: (i) access and use the Vena API solely for the purposes of internally developing applications to interact with the Vena API (“Applications”) that will communicate and interoperate with the Vena Cloud Platform and related Vena products or services; and (ii) if you are a Vena partner, display certain of Vena’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the Vena API pursuant to this Agreement (collectively, “Vena Marks”) in compliance with usage guidelines that Vena may specify from time to time solely in connection with the use of the Vena API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services.. There is no other agreement that governs Your use of the Vena API. Unless otherwise indicated to You in writing, upgrades to the Vena API provided to You (if any) shall be deemed licensed to You under the terms of this Agreement.
You shall not use the Vena API or any Vena Mark for any purposes beyond the scope of the licence granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, You shall not at any time, and shall not permit others to: (i) copy, modify, or create derivative works of the Vena API, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Vena API; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Vena API, in whole or in part; (iv) remove any proprietary notices from the Vena API; (v) use the Vena API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) combine or integrate the Vena API with any software, technology, services, or materials not authorized by Vena; (vii) design or permit the Applications to disable, override, or otherwise interfere with any Vena-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (viii) use the Vena API in any of the Applications to replicate or attempt to replace the user experience of the Vena Cloud Platform; or (ix) attempt to cloak or conceal Your identity or the identity of the Applications when requesting authorization to use the Vena API. You must submit each Application to Vena for evaluation of such Application prior to publishing the Applications or otherwise making same available to third parties. All submissions will be reviewed and approved by Vena in its sole discretion. You will receive notification of the results via email. Vena's approval of an Application does not constitute any representation or acknowledgment by Vena that the Application complies with this Agreement, nor does it constitute any acceptance by Vena of any responsibility or liability for the Application. You are solely responsible and liable for the Applications, including all delivery and support.
Vena reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants to You or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Vena API.
You must obtain a security key (“API Key”) through the registration process included in the API documentation available at http://www.venasolutions.com/api to use and access the Vena API. You may not share the API Key with any third party. You must keep the API Key and all log-in information secure. Further, You must use the API Key as Your sole means of accessing the API. The API Key may be revoked at any time by Vena.
You acknowledge and agree that no licence fees or similar payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions and limitations of liability set forth herein.
You acknowledge and agree that the Vena API: (a) was developed at considerable time and expense by Vena; and (b) contains confidential information including the trade-secrets of Vena and its licensors and/or suppliers. This Agreement gives You no right to obtain from Vena or its licensors and/or suppliers any source code for the Vena API. You do not acquire any intellectual property or other proprietary rights, including without limitation patents, designs, trademarks, copyright or rights in any confidential information or trade-secrets, in or relating to the Vena API. You agree that nothing in this Agreement shall adversely affect any rights and recourse to any remedies that Vena may have under any laws in Your country or jurisdiction relating to the protection of Vena’s intellectual property or other proprietary rights. If you provide feedback or suggestions about the Vena API (“Feedback”), then Vena alone shall own all right, title and interest, including all related intellectual property rights, in and to such Feedback and We (and those We allow) may use such Feedback without obligation to You.
Notwithstanding anything to the contrary in this Agreement, if your Prerequisite Agreement(s) with Vena expire or otherwise terminate for any reason, this Agreement shall automatically terminate without need for further action by either Party and you shall immediately cease your access or use of the Vena API.
You may stop using the Vena API at any time with or without notice to Us. However, subject to Section 8, if you want to terminate this Agreement, You must provide Us with prior written notice and upon termination, cease Your access and use of the Vena API. Vena reserves the right to terminate this Agreement or discontinue the Vena API or any portion or feature of your access thereto or use thereof for any reason and at any time without liability or other obligation to You. Upon any termination of this Agreement or discontinuation of Your access to or use of the Vena API, You will immediately stop accessing and using the Vena API and delete any cached or stored content that was permitted by this Agreement. Vena will, in the normal course of Vena’s operations, permanently delete and destroy all Your data (if any), provided however that Vena reserves the right to preserve such data if required to resolve a dispute or assert or defend any claim. All Your obligations arising prior to termination and those obligations relating to confidentiality, ownership and non-use shall survive termination. Vena may independently communicate with any account owner whose accounts are associated with Your license hereunder to provide notice of the termination of Your right to use the Vena API.
Although We shall make reasonable efforts to answer any questions of a general nature You may have concerning the Vena API, You shall have no right to receive any support and/or upgrades for the Vena API and Vena makes no commitment on availability of the Vena API.
You agree to comply with all applicable laws, regulations and third party rights (including without limitation, laws regarding the import or export of data or software, privacy and local laws). You shall not use the Vena API to encourage or promote illegal activity or violation of third party rights. You shall not violate any other terms of service with Vena or its affiliates.
This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding rules of private international law that lead to the application of the laws of any other jurisdiction and each Party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply. The courts of Toronto, Ontario shall have exclusive jurisdiction to hear the matters arising under this Agreement.
Vena may assign this Agreement without notice to You. You shall not assign this Agreement without the prior written consent of Vena (such consent may be withheld or conditioned at Vena’s discretion) and any assignment without Vena’s prior written consent shall be null and void and of no effect. Vena may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by its contractors or subcontractors.
If a court determines that any provision of this Agreement is wholly or partially invalid or unenforceable, such invalid or unenforceable provision will be regarded as excluded from this Agreement to the extent of such invalidity or unenforceability and the other provisions of this Agreement will remain in force and not be affected thereby.
Disclaimer.
1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, TITLE OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE, AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, ENDORSEMENTS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
2. EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW, THE VENA API IS PROVIDED OR MADE ACCESSIBLE "AS IS" AND "AS AVAILABLE", WITHOUT CONDITION, ENDORSEMENT, GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND BY VENA. VENA DOES NOT WARRANT OR PROVIDE ANY OTHER SIMILAR ASSURANCE WHATSOEVER OF UNINTERRUPTED USE OR OPERATION OF THE VENA API, CONTINUED AVAILABILITY OF THE VENA API, OR THAT ANY MESSAGES, CONTENT OR INFORMATION SENT BY OR TO YOU WILL BE ACCURATE, TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE PERIOD OF TIME.
3. WITHOUT LIMITING THE FOREGOING, EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW, YOU SPECIFICALLY AGREE THAT VENA IS NOT RESPONSIBLE OR LIABLE FOR ANY VIRUSES; ANY THREATENING, DEFAMATORY, OBSCENE, TORTIOUS, OFFENSIVE OR ILLEGAL THIRD PARTY SOFTWARE OR THE TRANSMISSION THEREOF; OR ANY THIRD PARTY SOFTWARE THAT INFRINGES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. YOUR RECOURSE IN THE EVENT OF ANY SUCH CLAIM WITH RESPECT TO ANY THIRD PARTY SOFTWARE SHALL BE SOLELY AGAINST THE RELEVANT THIRD PARTIES.
Indemnification.
1. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS VENA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING LEGAL FEES, ARISING FROM OR RELATING TO (A) YOUR USE OR MISUSE OF THE VENA API OR VENA MARKS, (B) YOUR BREACH OF THIS AGREEMENT, AND (C) THE APPLICATIONS, INCLUDING ANY END USER’S USE THEREOF. IN THE EVENT VENA SEEKS INDEMNIFICATION OR DEFENCE FROM YOU UNDER THIS PROVISION, VENA WILL PROMPTLY NOTIFY YOU IN WRITING OF THE CLAIM(S) BROUGHT AGAINST VENA FOR WHICH VENA SEEKS INDEMNIFICATION OR DEFENSE. VENA RESERVES THE RIGHT, AT VENA’S OPTION AND IN VENA’S SOLE DISCRETION, TO ASSUME FULL CONTROL OF THE DEFENCE OF CLAIMS WITH LEGAL COUNSEL OF VENA’S CHOICE. YOU MAY NOT ENTER INTO ANY THIRD-PARTY AGREEMENT THAT WOULD, IN ANY MANNER WHATSOEVER, CONSTITUTE AN ADMISSION OF FAULT BY VENA OR BIND VENA IN ANY MANNER, WITHOUT VENA’S PRIOR WRITTEN CONSENT. IN THE EVENT VENA ASSUMES CONTROL OF THE DEFENCE OF SUCH CLAIM, VENA WILL NOT SETTLE ANY SUCH CLAIM REQUIRING PAYMENT FROM YOU WITHOUT YOUR PRIOR WRITTEN APPROVAL.
Limitation of Liability.
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL VENA BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF DAMAGES: CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, ECONOMIC, COMMERCIAL, AGGRAVATED DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUES, FAILURE TO REALIZE ANY EXPECTED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY, CORRUPTION OR LOSS OF DATA, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS ASSOCIATED WITH ANY APPLICATIONS USED IN CONJUNCTION WITH THE VENA API, DOWNTIME COSTS, LOSS OF THE USE OF THE VENA API OR ANY PORTION THEREOF OR OF ANY THIRD PARTY SERVICES SOFTWARE, COST OF SUBSTITUTE GOODS, COSTS OF COVER, FACILITIES OR SERVICES, COST OF CAPITAL, OR OTHER SIMILAR PECUNIARY LOSSES ARISING OUT OF OR RELATED TO USE, PERFORMANCE OR NON-PERFORMANCE OF THE VENA API OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND EVEN IF VENA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENA’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR MISREPRESENTATION OR BREACH OF STATUTORY DUTY OR ANY DUTY UNDER GENERAL LAW OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED US$500.00. MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITATIONS.
3. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH HEREIN CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS: (A) THE TERMS HEREOF WOULD BE SUBSTANTIALLY DIFFERENT, AND; (B) VENA'S ABILITY TO OFFER AND YOUR ABILITY TO RECEIVE AND USE THE VENA API WOULD BE IMPACTED.
You shall be solely responsible for the accuracy, quality and legality of any data You submit to the Vena API and of the means by which You acquired such data. You will defend or settle any claim brought against Vena arising from or related to (a) any data You submit to the Vena API, including without limitation any infringement or violation by You of any proprietary right of any third party that is not affiliated with or related to Vena, and (b) Your failure to comply in the conduct of Your business with applicable laws in force from time to time and will indemnify Vena against all damages and costs as incurred by Vena.
You agree and understand that it may be necessary for Vena to collect, use, process, transmit and disclose personal information in order to perform the Vena API. By submitting personal information, which may include without limitation, name, email address, telephone number and information about Your software and hardware that You use to access the Vena API, You consent to the collection, use, processing, transmission, and/or disclosure of such information by Vena, Vena’s affiliated companies, and service providers retained by Vena for: (a) the provision and Your use of the Vena API and related products and services (if any), and to communicate with You (including for follow up surveys regarding the Vena API and other Vena products and services); (b) the internal use by Vena and Vena’s affiliated companies for problem resolution and troubleshooting, to maintain and improve the Vena API, and for the purposes which are set out in Vena’s privacy policy, which may be viewed at https://www.venasolutions.com/privacy-policy/ and is incorporated into and forms part of this Agreement, and; (c) any purpose permitted or required by any applicable law or to which You consent. You further understand and agree that personal information may be collected, used, processed, transmitted and stored in Canada, the United States, and any country in which Vena, Vena’s affiliated companies and service providers retained by Vena maintain facilities or operate.
Any notice, request, demand or other communication required or permitted hereunder will be in writing and shall be sufficiently given if delivered by hand or sent by registered mail, courier or email (provided that the receiver acknowledges receipt of the email in some fashion or that an e-courier package is used to transmit the notice) addressed to the other Party at the addresses indicated by the Parties from time-to-time. Any such notices, requests, demands or other communications shall be deemed to have been delivered when received by the Party to whom they were addressed. All notices to Vena shall be sent to: 2 Fraser Avenue, Suite 200, Toronto, ON M6K 1Y6, Attention: Legal Department.
If You breach this Agreement, Vena may, in addition to all other rights and remedies provided in this Agreement or by law, terminate this Agreement and cease providing the Vena API.
The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement.