Vena Preview Terms of Use

THESE VENA PREVIEW TERMS OF USE (“TERMS OF USE”) GOVERN USER’S USE OF THE PRODUCTS AND SERVICES PROVIDED BY THE VENA CONTRACTING ENTITY SET OUT IN SECTION 8.1 (“VENA”) TO USER UNDER A VENA PREVIEW DEMO (“DEMO SERVICE”). 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 DEMO 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 DEMO SERVICE.

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

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

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

These Terms of Use were last updated on October 28, 2020. It is effective between User and Vena as of the date of User’s accepting these Terms of Use.

1. LICENSE GRANT, SERVICE ACCESS AND SERVICES

1.1. Subject to the terms and conditions of these Terms of Use, Vena hereby grants User a limited, nonexclusive, non-transferable, worldwide right to use the Demo Service solely for User’s internal evaluation purposes during the Demo Period (as defined herein). All rights not expressly granted to User are reserved by Vena. The “Demo Period” is seven (7) consecutive calendar days from the day that User downloads the Demo Service. User’s access to the Demo Service will automatically terminate upon completion of the Demo Period.

1.2. User agrees that Vena may, without prior notice, and for any or no reason, terminate User’s access to the Demo Service. User agrees that Vena will not be liable to User or any third party for such termination.

1.3. 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 DEMO SERVICE DURING THE DEMO PERIOD.

2. RESTRICTIONS ON USE

2.1 The Demo Service offers limited features allowing User only to evaluate the Demo Service. User is not authorized to use the Demo Service in any production system.

2.2 The Demo Service is not designed for use with User’s data, information or material (“User Data”). Any User Data entered into the Demo Service by or for User during the Demo Period will be permanently lost unless such User Data is exported by User before the end of the Demo Period. User is solely responsible for exporting User Data, if any, from the Demo Service prior to termination of its access to the Demo Service. User agrees that Vena has no liability to it or any third party in this regard.

2.3 User shall abide by all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with its use of the Demo Service.

2.4 User acknowledges that the Demo Service and its structure, organization and source code constitute valuable trade secrets of Vena. Accordingly, User agrees:

2.4.1. Not to modify, adapt, alter, translate, or create derivative works from the Demo Service;

2.4.2. Not to merge the Demo Service with any other service or software; or sublicense, lease, rent, loan, or otherwise transfer the Demo Service to any third party;

2.4.3. To not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Demo Service;

2.4.4. Not to provide services to third parties using the Demo Service (e.g. business process outsourcing, service bureau applications or third-party training) or otherwise use or copy the Demo Service;

2.4.5. To notify Vena immediately of any unauthorized use of any password or account or any other known or suspected breach of security;

2.4.6. To not remove, alter, or obscure any proprietary notices (including copyright notices) of Vena incorporated with the Demo Service; and

2.4.7. Not provide false identity information to gain access to or use the Demo Service.

2.5 User shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to (i) any third party the Demo Service in any way; or (ii) "frame" or "mirror" any information obtained or developed by Vena related to the Demo Service and provided to User (“Content”) on any other server or wireless or Internet-based device; or (iii) reverse engineer or access the Demo Service in order to (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Demo Service; or (c) copy any ideas, features, functions or graphics of the Demo Service.

2.6 Without limiting the generality of subsection 2.5(i), 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.

3.1. Vena alone shall own all right, title and interest, including all related intellectual property rights, in and to the Demo Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Demo Service. These Terms of Use are not a sale and do not convey to User any rights of ownership in or related to the Demo Service or the intellectual property rights owned by Vena. The Vena name, logo, and product names associated with the Demo Service are trademarks of Vena or its affiliates, and no right or license is granted to use them.

3.2. Vena may collect anonymized statistical analytics, in both aggregated and non-aggregated form, in respect of Demo Service use and other service and user parameters, characteristics and machine learnings, including without limitation those derived from anonymized User Data (“Service Learnings”). All right, title and interest to Service Learnings shall vest on, and be owned by, Vena.

4. 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.

5. INDEMNIFICATION

Users hall 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 Demo 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.

6. REPRESENTATIONS AND WARRANTIES

THE DEMO 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 NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VENA DOES NOT REPRESENT OR WARRANT THAT: (A) USER’S USE OF THE DEMO SERVICE DURING THE DEMO PERIOD WILL MEET USER’S REQUIREMENTS, (B) USER’S USE OF THE DEMO SERVICE DURING THE DEMO PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE DEMO PERIOD WILL BE ACCURATE. USER IS RESPONSIBLE FOR DETERMINING WHETHER THE DEMO SERVICE WILL BE SUITABLE FOR ITS INTENDED PURPOSE OR ACHIEVE ITS INTENDED RESULTS.

7. LIMITATION OF LIABILITY

7.1. 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 DEMO 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.

7.2. IF AND TO THE EXTENT THAT ANY LIMITATION OR EXCLUSION OF LIABILITY IN SECTION 7.1 IS NOT ENFORCEABLE UNDER APPLICABLE LAW, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TOTAL LIABILITY OF VENA AND ITS AFFILIATES WITH RESPECT TO THE DEMO SERVICE PROVIDED SHALL NOT EXCEED $500 CAD.

7.3. 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 DEMO SERVICE, ANY BREACH BY USER OF THESE TERMS OF USE AND ANY OF USER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

8. GENERAL

8.1. 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.

8.2 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 8.1. 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 8.1 in respect of any disputes arising under these Terms of Use.

8.3. 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.

8.4 Survival of Certain Provisions. The sections titled “License Grant, Service Access and Services,” “Restrictions on Use”, “Vena Proprietary Rights”, “Confidentiality,” “Indemnification”, “Representations and Warranties,” “Limitation Of Liability,” and “General” will survive any termination or expiration of these Terms of Use.

8.5 Headings. 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.

8.6 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.

8.7 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.