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.
1 RIGHT TO USE, SERVICE ACCESS AND SERVICES
- 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.
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.
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:
4.2.2. 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.
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
- 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.
If User is domiciled in:
Governing law is:
Courts with exclusive jurisdiction are:
Vena Solutions Inc.
The substantive laws of the Province of Ontario and the federal laws of Canada applicable
Toronto, Ontario, Canada
Vena Solutions USA Inc.
The substantive laws of the State of Delaware and the federal laws of the United States of America applicable
San Francisco, California, U.S.A.
Outside of Canada and United States
Vena Solutions UK Ltd.
The substantive laws of England and Wales.
England and Wales.