THESE VENA TERMS OF USE (“TERMS OF USE”) GOVERN USER’S USE OF THE VENA FUNDAMENTALS PRODUCTS AND SERVICES (“SERVICE”) PROVIDED BY THE VENA CONTRACTING ENTITY SET OUT IN SECTION 9.1 (“VENA”) TO USER. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY ACCEPTING THESE TERMS OF USE, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) USING THE SERVICE, USER AGREES TO THE TERMS OF THESE TERMS OF USE. IF THE INDIVIDUAL ACCEPTING THESE TERMS OF USE IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “USER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE TERMS OF USE DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE THE SERVICE.

Any personally identifiable information collected about User in connection with the use of the Service is treated in accordance with Vena’s Privacy Policy, which is hereby incorporated into these Terms of Use by reference.

The Service may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Vena’s competitors are prohibited from accessing the Service, except with Vena’s prior written consent.

These Terms of Use were last updated on March 1, 2022. It is effective between User and Vena as of the date of User’s accepting these Terms of Use (“Effective Date”).

1       RIGHT TO USE, SERVICE ACCESS AND SERVICES

• Subject to the terms and conditions of these Terms of Use, Vena hereby grants User a limited, non-exclusive, non-transferable, worldwide right to use the Service solely for User’s internal purposes during the Term (as defined herein). All rights not expressly granted to User are reserved by Vena.
• The Service offers limited features as compared to the paid Vena Cloud service. To upgrade to the paid Vena Cloud service, User will be required to enter into a separate master subscription agreement with Vena.
• USER SHALL BE FULLY LIABLE UNDER THESE TERMS OF USE TO VENA AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF USER’S USE OF THE SERVICE.

2       RESTRICTIONS ON USE

• User shall abide by all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with its use of the Service.
• User acknowledges that the Service and its structure, organization and source code constitute valuable intellectual property and trade secrets of Vena. Accordingly, User agrees:
• Not to, in whole or in part, modify, adapt, alter, translate, or create derivative works from the Service;
• Not to merge the Service with any other service or software; or sublicense, lease, rent, loan, or otherwise transfer the Service to any third party;
• To not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service;
• Not to provide services to third parties using the Service (e.g., business process outsourcing, service bureau applications or third-party training) or otherwise use or copy the Service;
• To notify Vena immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
• To not remove, alter, or obscure any Vena’s proprietary notices (including copyright notices) of incorporated with the Service; and
• Not to provide false identity information to gain access to or use the Service.
• User shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to (i) any third party the Service in any way; or (ii) "frame" or "mirror" any information obtained or developed by Vena related to the Service and provided to User (“Content”) on any other server or wireless or Internet-based device; or (iii) reverse engineer or 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; or (c) copy any ideas, features, functions or graphics of the Service.
• Without limiting the generality of subsection 3, User shall not share its User credentials or other access information contained in an activation email provided by Vena with any third party.

3       VENA PROPRIETARY RIGHTS.

• Vena alone shall own all right, title and interest, including all related intellectual property rights, in and to the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Service (specifically excluding data, information, or material provided or submitted by User to the Service in the course of using the Service, together with any User output resulting from User’s usage of the Service (collectively “User Data”)). These Terms of Use are not a sale and do not convey to User any rights of ownership in or related to the Service or the intellectual property rights owned by Vena. The Vena name, logo, and product names associated with the Service are trademarks of Vena or its affiliates, and no right or license is granted to use them.
• Vena may collect data about User’s use of the Service (“Usage Data”). Vena may use the Usage Data to understand how User interacts with the Service and to improve, support, and operate the Services and/or Vena’s other product and service offerings, in each case in accordance with our Privacy Policy and applicable privacy laws. Usage Data specifically excludes User Data. All rights in the Usage Date shall vest in, and be owned by, Vena.

4       TERMINATION

• These Terms of Use shall commence upon acceptance and sign up for the Service and shall continue for an indefinite term until use of or access to the Service is terminated in accordance with Section 2 hereof (the “Term”).

4.2   User can stop using the Service at any time. Vena reserves the right to suspend or terminate User’s access to the Service with notice via the email address associated with User’s account if:

4.2.1.  User is in breach of these Terms of Use,

4.2.2.  User’s usage of the Service would cause risk of harm or loss to Vena or other Users, or

4.2.3.  User has not accessed the Service for 12 consecutive months.

• User agrees that Vena may, with prior notice, and for any or no reason, terminate User’s access to the Service. User agrees that Vena will not be liable to User or any third party for such termination.

4.4   Vena reserves the right not to provide notice prior to termination where:

4.4.1.  Providing notice would result in legal liability for Vena or compromise Vena’s ability to provide the Service to others, or

4.4.2.  Vena is prohibited from doing so by law.

4.5   After any suspension or termination, User shall have fourteen (14) days to access the Service solely to export the User Data from the Service. Thereafter, Vena shall have no obligation to maintain or provide any User Data and will thereafter delete or destroy all copies of User Data within the Service or otherwise within Vena’s possession or control, unless legally prohibited. User agrees that Vena will not be liable to User or any third party for any suspension, termination, or deletion of User Data permitted under these Terms of Use.

5       CONFIDENTIALITY

Confidential information received from either party shall only be used in connection with the performance of these Terms of Use and will not be disclosed to any third party except to the extent required by law or as permitted under these Terms of Use. If a court or government agency orders either party to disclose the confidential information of the other party, the other party will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification. This section shall survive three (3) years after the termination of these Terms of Use or until the information is no longer deemed confidential under applicable law, whichever occurs first.

6       INDEMNIFICATION

User shall defend and hold Vena, and, its parent organizations, subsidiaries, affiliates, officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all third party claims, and shall indemnify the Indemnified Parties against any and all costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) agreed in a settlement by User or awarded by a court of competent jurisdiction to the third party claimant where the claim is arising out of or in connection with: (A) a third party claim alleging that use of the User Data infringes the rights of, or has caused harm to, a third party, or (B) User’s use of the Service in breach of these Terms of Use; provided in any such case that Vena (a) gives written notice of the claim promptly to User; (b) gives User sole control of the defense and settlement of the claim (provided that User may not settle or defend any claim unless User unconditionally releases Vena of all liability and such settlement does not affect Vena’s business or services); (c) provides to User all reasonable assistance, at User’s expense; and (d) has not compromised or settled such claim.

7       REPRESENTATIONS AND WARRANTIES

THE SERVICE IS PROVIDED “AS-IS” AND VENA MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VENA DOES NOT REPRESENT OR WARRANT THAT: (A) USER’S USE OF THE SERVICE WILL MEET USER’S REQUIREMENTS, (B) USER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED WILL BE ACCURATE. USER IS RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE WILL BE SUITABLE FOR ITS INTENDED PURPOSE OR ACHIEVE ITS INTENDED RESULTS.

8        LIMITATION OF LIABILITY

• OTHER THAN ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, IN NO EVENT SHALL VENA HAVE ANY LIABILITY TO USER FOR ANY DAMAGES RELATED TO USE OF THE SERVICE PURSUANT TO THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT USER AS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• IF AND TO THE EXTENT THAT ANY LIMITATION OR EXCLUSION OF LIABILITY IN SECTION 1 IS NOT ENFORCEABLE UNDER APPLICABLE LAW, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TOTAL LIABILITY OF VENA AND ITS AFFILIATES WITH RESPECT TO THE SERVICE PROVIDED SHALL NOT EXCEED $500 CANADIAN DOLLARS.
• USER SHALL BE FULLY LIABLE UNDER THESE TERMS OF USE TO VENA AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF USER’S USE OF THE SERVICE, ANY BREACH BY USER OF THESE TERMS OF USE AND ANY OF USER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

9       GENERAL

• Vena Contracting Entity, Governing Law, and Venue. The Vena contracting entity entering into these Terms of Use, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms of Use, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled.

• Governing Law. These Terms of Use shall be governed by and construed in accordance with the substantive laws set out in the applicable row of section 1. These Terms of Use shall be governed without regard to conflict of laws provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods and shall exclude the application of the Uniform Computer Information Transactions Act. The Parties attorn to the exclusive jurisdiction of the courts set out in the applicable row of section 9.1 in respect of any disputes arising under these Terms of Use.
• Assignment. These Terms of Use may not be assigned by User or by operation of law to any other person, persons, firms, or corporations without the express written approval of Vena, which consent may be withheld in its sole discretion. Vena may assign these Terms of Use at any time.
• Survival of Certain Provisions. The sections titled “Right to Use, Service Access and Services,” “Restrictions on Use”, “Vena Proprietary Rights”, “Confidentiality,” “Indemnification”, “Representation and Warranties,” “Limitation Of Liability,” and “General” will survive any termination or expiration of these Terms of Use.
• The titles and headings of the various sections and paragraphs in these Terms of Use are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of these Terms of Use.
• Entire Agreement. These Terms of Use form the entire agreement between the parties and supersede all previous communications, oral or written, and all other communications between them relating to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.
• Waiver. The waiver by either party of a breach of any provisions of these Terms of Use by the other party shall not operate or be construed as a waiver of any subsequent breach by such party.