GENERAL TERMS OF SERVICE
(Effective August 1st, 2017)
These General Terms of Service are a legal agreement (the “Agreement”) between Vennd Technologies, LLC, a Texas Limited Liability Company (“Vennd”, “we”, “us” or “our”) and you or any person or organization for which you are acting that has a Vennd account (“Subscriber”, “you” or “your”) in using software and services made available by Vennd Technologies, LLC (“Vennd”, “We” or “Us”) through venndtech.com and other Vennd owned URLs (“website”) and related mobile applications (“app”). Collectively, the usage of the website or app can also be referenced as the “Service” or “Services”. You represent and warrant that you are of legal age and have the right and authority to enter into this Agreement on your own behalf and on behalf of the Subscriber, if applicable. By clicking “I Accept” below, you agree that you and the Subscriber, if applicable, will be bound by the terms of this Agreement. This Agreement incorporates by this reference terms and conditions displayed on the website or app. The Service provided to you by Vennd are subject to the terms and conditions of this Agreement and to the following, which are incorporated herein by this reference: (i) the terms or instructions appearing on Vennd’s website or app when enrolling for, activating, accessing, or using the Service; (ii) Vennd’s policies and procedures, as amended from time to time, that apply to the Service; and (iii) State and federal laws and regulations, as applicable.
- GENERAL DESCRIPTION OF VENND SERVICES. Vennd provides its Services through its websites and apps. Each Subscriber may access one or more of the Services through the Subscriber’s account. Section 2 of this Agreement set forth the Services that may be accessed and utilized and Section 3 sets forth general terms and conditions.
A Subscriber may connect with other Subscribers in order transact within a Vennd website and app. If Subscribers elect to interact in the Services, it is at the discretion of the Subscriber to decide to what extent as controlled through the Subscriber’s Administrator.
A Subscriber may have multiple users with different roles and rights within the website and app. The functions of your role are as set forth in the Subscribers’ accounts on the website and app and in applicable provisions of this Agreement. Each Subscriber account must have at least one “Administrator” who may add additional users and designate their roles.
- USER ACCOUNTS. An Administrator of a Subscriber may invite persons or other Subscribers to establish login access to Vennd’s website and app for their account. The Administrator must define each user’s role, which may include managing users, Content and Content Details. In this way, the Administrator can manage how user activity and Content is recorded.
- CONTENT MANAGEMENT. A Subscriber may authorize one or more users to upload data, text, sounds, audio, pictures, photos, video, sound recordings, narration, works of authorship and/or any type of documents, materials, information or communications (“Content”) to the website or app. A Subscriber may also authorize other Subscribers to do the same within their account in accessing the Services. Content transmitted by the use of the Services is entirely the responsibility of the person from whom such Content originated. Vennd is not responsible for Content that is misdirected or not received by Vennd.
3.1 Subscriber must ensure users tag and/or designate Content uploaded and stored in its account on the website or app accordingly with identifying details (such as claim number, policy number, account number, etc. (“Content Details”) for reference and retrieval. Each Subscriber should regularly review its files to assure that expected Content is there.
3.2 Subscriber acknowledges and agrees that they are solely responsible for their conduct, and any Content that is transmitted or displayed through the Services. Vennd reserves the right (but not the obligation) to remove or edit any Content for the purpose of enforcing the Agreement, but does not regularly review Content. Subscriber further agree to pay for all royalties, fees, and any other monies owing any person by reason of any Subscriber Content. In addition, you represent and warrant that: (a) you are the creator and owner of or have the necessary rights to transmit or display the Content; and (b) the Content you transmit or you display does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, mask work right, moral right, privacy right, right of publicity, trade dress and service mark right, goodwill, or any other intellectual property or proprietary right as may now exist or hereafter come into existence, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person. VIOLATORS OF THESE THIRD-PARTY RIGHTS MAY BE SUBJECT TO CRIMINAL AND CIVIL LIABILITY. VENND RESERVES ALL RIGHTS AND REMEDIES AGAINST ANYONE WHO VIOLATES ANY OF THE PROVISIONS OF THE TERMS AND CONDITIONS.
- LOCATION SERVICES. Subscribers are required to establish the rules associated with tracking the specific location of its users or interaction with other Subscribers (“Location Services”. The following terms and conditions apply:
4.1. Subscriber agrees that the use of any location information should only be used for locating its users, including employees, subcontractors and other Subscribers (collectively, the “Resources”) and shall not be used for any other purpose.
4.2. Subscriber shall communicate to its Resources information about the Location Services, including how and why it operates, and how the Location information is to be used by the Subscriber.
4.3. Subscriber must take sufficient steps to obtain the necessary consent from the Resources, and make that available to Vennd upon request.
4.4. Subscriber shall also ensure a process for removing Resources from the Location Service and ensure such processes are communicated to Resources.
4.5. In providing their consent, Resources agree to be located and provide consent for the app to release their location information to Subscriber for the purpose of transacting via the Services.
4.6. Subscriber accepts that the Location Services accuracy can vary depending on the user’s situation, i.e. urban versus rural location, or depending on the type of communication service used, e.g. cell based service versus GPS.
4.7. Subscriber shall be responsible for managing the processing, use and security of Location Information. Subscriber must use the Location Services associated location information within the law and acknowledges that the collection and use of sensitive personal data using location information is subject to relevant privacy and data protection legislation including, but not limited to, the Location-based Service Industry Code of Practice, the Data Protection Act, the Electronic Communications Regulations, and any other relevant Codes of Practice guidance as issued from time to time by the relevant Authorities.
4.8. Vennd may from time to time issue instructions on the Subscriber’s use of the Location Service and the Subscriber agrees to implement such pertinent instructions immediately.
4.9. Where Vennd has reasonable grounds for suspecting misuse of the Location Service or failure by the Subscriber to either follow such instructions or adhere to these related terms and conditions may result in Vennd suspending the Location Service, and for repeated misuse or failures may result in Location Service being withdrawn.
4.10. Subscriber acknowledges that Vennd is wholly reliant on the mobile operators and other third parties for the provision of both cell-based and GPS-based location information and that such third parties or Vennd reserve the right to terminate the Service without notice.
- DEVICES. If the use of the Software or Services is dependent upon the use of bandwidth owned or controlled by a third party, you acknowledge and agree that your license to use the Software is subject to your obtaining consent from the relevant third party for such use and by using the Software you warrant that you have obtained such consent. In addition, you warrant that you own the Device to which you are downloading the Software, or that you have the legal right to control the use of that Device. You further agree to ensure that any other person whom you permit to use the Software or Services on your Device will do so in accordance with the Terms and Conditions. You must delete any Software from the Device if you sell the Device, or if you cease to have the legal right to control use of the Device.
- PASSWORDS AND SECURITY. Subscriber shall not give or make available passwords or other means of accessing the Service to any unauthorized individuals. If Subscriber shares an email, user name and password, it is authorizing that person to use the Services, and Subscriber is responsible for any person or organization transactions that person performs, even if Subscriber did not want them performed, and even if they are fraudulent. For Subscribers protection, all users should sign off after every session and close their app and/or browser. Vennd Customer Support should be notified immediately upon any suspicion that a password has been lost or stolen or that someone has attempted or may attempt to perform activities using the Services without authorization. Vennd will not have any liability to Subscriber for any unauthorized activity performed using your password that occurs before you have notified Vennd of possible unauthorized use and we have had a reasonable opportunity to act on that notice. Accordingly, Subscriber Administrator should log into your Vennd account regularly and review your transaction history for unauthorized transactions or access. By using the Services, you acknowledge and agree that this Agreement sets forth security procedures that are commercially reasonable. You agree to be bound by transactions initiated in compliance with these procedures, whether or not authorized, unless Subscriber have given us prior notice of possible unauthorized use as described above and we have had a reasonable opportunity to act on such notice.
- STORAGE PERIOD. Vennd agrees to utilize a tier one cloud hosting solution (e.g. Microsoft Azure). Vennd will store all Subscriber Content for a period of no less than one (1) year following the last activity date of Subscriber’s use of Services (“Storage Period”). Although Vennd shall not be obligated to do so, Vennd may agree to continue to store Content beyond the Storage Period upon written notice from Subscriber to do so. A separate agreement will be required for storage parameters and timeframes. Vennd agrees to afford commercially acceptable rates at that time in doing so.
- NEW SOFTWARE RELEASES. Vennd, in its sole discretion, reserves the right to add additional features or functions, or to modify or provide programming fixes, updates and upgrades, to the Software or Services without notice. Vennd has no obligation to make available to you any additional features or functions or any modifications, updates, support, maintenance or subsequent versions of the Software or any of the Services. You may have to agree to a renewed version of some or all of the terms and conditions in the event you want to download, install or use any additional features or functions or any modifications, updates or new versions of the Software or Services. You acknowledge that Tango may automatically issue any additional features or functions or modifications, updates or upgraded versions of the Software or Services and, accordingly, may modify, update or upgrade the version of the Software or Services that you are using or have installed on your Device. You hereby agree that your Device may automatically request and/or receive such modifications, upgrades or updates.
- FEES. Each Subscriber shall pay to Vennd the fees and other charges applicable to the Services, if any, including without limitation monthly service fees, per transaction fees, exceptions processing, setup and other special services and as set forth in writing between Vennd and Subscriber (“Service Fees”). Vennd reserves the right to change the Service Fees from time to time, in its sole discretion. Vennd will publish the revised Service Fees on its website or notify Subscribers by email in advance of the effective date of such changes (“Fee Increase Date”). If the change in Service Fees is not acceptable, Subscriber’s sole and exclusive remedy shall be to stop using the Service and cancel Subscriber’s account by notifying Vennd Customer Support prior to the Fee Increase Date. By continuing to use the Service after the Fee Increase Date, Subscriber accepts all changes in Service Fees. Service Fees are not refundable.
- PAYMENT. You or the Subscriber, as applicable, hereby authorize Vennd to debit the designated credit or debit card account (as updated from time to time), or the designated Subscriber bank account (each a “Billing Account”) in U.S. Dollars for all Service Fees and applicable Taxes. If Vennd is unable to debit the Billing Account for any reason, all past due Service Fees and Taxes shall be paid within ten (10) business days after written demand. Interest shall accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received. Vennd shall be entitled to reimbursement for the reasonable costs of collection, including reasonable fees and expenses of attorneys.
- LICENSE. Subject to the terms and conditions of this Agreement, including payment of all Service Fees, Vennd hereby grants you a personal, limited, non-exclusive, nontransferable license to access and use the software that enables the Services, together with any updates, bug fixes, help content, and other related materials that Vennd provides to you (collectively, the “Software”) during the term of this Agreement.
- RESTRICTIONS. Subscriber further represents that they shall not (i) use the Software or any of the Services in violation of any applicable law or for any illegal or unauthorized purpose, (ii) use the Software or any of the Services in any manner which could damage, disable, overburden or impair any of the Services, (iii) use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Software or any of the Services in a manner that sends more request messages to the Vennd servers than a human can reasonably produce in the same period of time manually, (iv) transmit invalid data, worms, viruses or any code of a destructive nature, (v) use the Software or any of the Services to transmit to any recipient any unsolicited text messages, emails or telephone calls of any kind, including, without limitation, any chain letters, materials related to any political campaigns, commercial advertisements or solicitations or mass mailings, (vi) use the Software or any of the Services to transmit text messages, emails or telephone calls to any recipient unless the recipient has expressly consented in advance to you contacting such recipient through the Software or any of the Services, (vii) display, transmit or share any Content deemed unlawful, harmful, threatening, pornographic, obscene, abusive, racially or ethnically offensive, libelous or defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), profane, injurious or otherwise objectionable, or any Content that encourages conduct that would be considered a criminal offense or bring forth civil liability, (viii) attempt to hack, destabilize, adapt or otherwise interfere with Vennd’s Software (or its source code) or any of the Services, or alter another website or mobile app so as to falsely imply that it is affiliated with Vennd, (ix) collect or harvest any personally identifiable information, including account names, from the Software or any of the Services, (x) use a false phone number or email, or impersonate another person or entity, or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; or (xi) use or access any of the Services by any means other than through the interface provided by Vennd.
- RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed and not sold, and Vennd retains all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret, and other intellectual property laws. Vennd and its licensors own the title, copyright and other worldwide intellectual property rights in the Software and all copies thereof. This Agreement does not give you any rights in Vennd’s, or its licensors, trademarks or service marks.
- APPLICATION INSTALLATION. Subject to your compliance with the Terms and Conditions, Vennd grants Subscriber a personal, limited, non-commercial, non-exclusive, non-sublicensable, non-assignable, non-transferable, freely revocable license to download, install a copy of the Software in object code format on each of its users personal computer or personal mobile devices. For example, if the Software is downloaded from a digital distribution platform, e.g. Apple App Store, then only on each user’s iPhone, iPod touch, iPad or iWatch (each, a “Device”) for the sole purpose of personally using the app and any other related applications that may be explicitly authorized by Vennd for use through use of the Software. Software downloaded from a digital distribution platform is done so as permitted by their usage rules set forth as of the date hereof.
- LIMITED WARRANTY FOR THE SERVICE. Vennd warrants to each Subscriber that the Service will perform substantially in accordance with published descriptions and instructions. If the Service does not conform to the foregoing warranty, Vennd shall use commercially reasonable efforts to correct the Service. If Vennd is unable to correct the Service using commercially reasonable efforts, Subscriber’s sole and exclusive remedy shall be to stop using the Service and cancel the Vennd account by notifying Vennd Customer Support. The foregoing states Vennd’s sole and exclusive warranty and your and Subscriber’s sole and exclusive remedy.
- WARRANTY EXCLUSIONS. Vennd makes no warranty to vendors or customers of Subscribers that are not Subscribers themselves. Subscriber assume sole responsibility and liability for results obtained from the use of the Service. Vennd shall not have any liability for any claims, losses, or damage caused by errors or omissions in any information provided to Vennd in connection with the Service or any actions taken by Vennd in accordance with directions provided by Subscriber. Vennd shall not have any liability for any claims, losses or damages arising out of or in connection with use of any third-party products, services, software or websites that are accessed via links provided by Vennd. Vennd shall not have any liability for any error or failure that is due to causes beyond its reasonable control, including without limitation, strikes, riots, insurrection, war, military or national emergencies, acts of God, natural disasters, fire, outages of computers or associated equipment, or failure of transportation or communication methods (including the Internet) or power supplies.
- WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OF WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE. VENND DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. VENND FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VENND OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL VENND BE LIABLE TO YOU OR SUBSCRIBER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT VENND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. VENND WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL VENND’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID TO VENND IN THE TWELVE MONTH PERIOD PRECEDING THE EVENTS THAT GAVE RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
- INDEMNITY. Except as may be limited by applicable law, you and Subscriber agree to indemnify and hold Vennd, its vendors and distributors (and their respective officers, directors, employees and representatives) harmless (including payment of reasonable attorney’s fees) against any and all liability to third parties arising out of, or in connection with, Subscriber’s use of the Service, any actions taken by Vennd pursuant to Subscriber’s instructions, or Subscriber’s breach of this Agreement.
- ACKNOWLEDGEMENT. The parties acknowledge that the limitations and exclusions contained in Section 5 and elsewhere in this Agreement represent the parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Agreement and the Service Fees paid hereunder. Without limiting the generality of the foregoing, the parties acknowledge and agree that (a) the provisions hereof that limit liability, disclaim warranties or exclude consequential damages or other damages or remedies shall be severable and independent of any other provisions and shall be enforced as such, regardless of any breach hereunder, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
- TERMINATION. Subscriber may terminate the Service at any time unless a specific understanding on term has been agreed upon in writing between the parties otherwise. Vennd may terminate the Service at any time, for any reason (including failure to pay Service Fees or inactivity). Vennd will try to notify you in advance, but is not obliged to do so. If Subscriber cancels the Service, all accrued Service Fees will be immediately due and payable, including pro-rated monthly fees for the month of termination. Vennd may maintain copies of Content that Subscriber entered while using the Service. Vennd may, in its sole discretion, permit Subscriber to continue accessing Subscriber’s Content through the Service for a limited period of time after termination. Subscriber may request Vennd’s assistance in obtaining a copy of Subscriber’s Content by notifying Vennd within sixty (60) days following Service termination. Thereafter, Vennd may destroy or otherwise dispose of any such Content in its possession. Vennd will invoice Subscriber for the cost of returning the Content at Vennd’s then-current rates.
- NOTICES. Vennd may give notice by means of a general notice on its website, app or electronic mail to the e-mail address on record in Vennd’s account information or by first class mail to the address of record in Vennd’s account information. Such notice shall be deemed given immediately upon posting to the website, six (6) hours after sending by electronic mail, or forty-eight (48) hours after sending by first class mail. Except as provided herein, you or Subscriber may give notice to Vennd by confirmed facsimile or delivery by nationally recognized overnight delivery service or first class mail to Vennd as specified on the website or app. Such notice shall be deemed given when received by Vennd.
- FEEDBACK. Subscriber acknowledges and agrees that any comments, suggestions, or feedback relating to the Software or Service (“Feedback“) submitted to Vennd are gratuitous, unsolicited and without restriction, and shall become the property of Vennd. Vennd will have exclusive ownership of all rights to the Feedback. Vennd will be entitled to use the Feedback for any commercial or other purpose whatsoever, without any compensation to you or any other person. Vennd will not be required to treat any Feedback as confidential. Subscriber agrees that you do not acquire any right in or to the Software or any of the Services (or any changes, modifications or corrections thereto) by virtue of any Feedback. You acknowledge that you are responsible for whatever material is submitted, including its legality, reliability, appropriateness, originality, and copyright.
- CHANGES TO AGREEMENT. Vennd reserves the right to modify the terms and conditions of this Agreement and its policies relating to the Service at any time, in its sole discretion. Vennd will post the revised terms and conditions of the Agreement or policies on the website or app and provide notice in advance of the effective date of such changes (“Amendment Date”). If the revised terms and conditions or policies are not acceptable, your sole and exclusive remedy shall be to stop using the Service and to cancel your account through the website or app by notifying Vennd Customer Support prior to the Amendment Date. Continuing to use the Service and failing to cancel your account after the Amendment Date constitutes acceptance of the revised terms and conditions of the Agreement. Except as expressly provided herein, this Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
- GENERAL. The Agreement and all matters arising out of or relating to the Agreement shall be governed by the laws of the Texas, without regard to its conflict of law provisions. Any legal action or proceeding relating to the Agreement shall be brought exclusively in the state or federal courts located in Dallas County. Subscriber and Vennd hereby agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The waiver of any default or breach of the Agreement shall not constitute a waiver of any other or subsequent default or breach. Except as expressly set forth in the Agreement, the exercise of any remedy under the Agreement will be without prejudice to other remedies available under the Agreement or otherwise. In the event any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Subscriber and Vennd each agree to comply with all applicable laws and regulations with respect to its respective activities hereunder, including without limitation any export laws and regulations of the United States. Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. The Agreement is intended for the sole and exclusive benefit of the parties thereto and is not intended to benefit any third party. The Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The headings in the Agreement are for convenience of reference only and have no legal effect. You may not assign or transfer the Agreement, in whole or in part, without Vennd’s written consent. Any attempted assignment or transfer in violation of this Agreement will be null and void. Vennd may assign its rights or delegate its obligations hereunder without consent. Subject to the foregoing restrictions, the Agreement shall inure to the benefit of the successors and permitted assigns of the parties.