Terms of Use - VENZA®

POSTING DATE: FEBRUARY 28, 2019

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE.

Welcome to www.venzagroup.com. VenzaGroup.com is an interactive online service website and is owned and operated by Venza Learning Solutions, Inc. (referred to as “Venza,” “VenzaGroup,” “Venza Group,” “VLS,” “Bridge,” “BRIDGE,” “Venza Bridge,” “Peak,” “PEAK,” “Venza PEAK,” “PEAK Compliance,” “we,” “us,” or “our” herein). Your use of any materials and access to this website and any other Venza-owned website that links from venzagroup.com, including, without limitation, venzabridge.com and venzapeak.com (collectively, the “Venza Websites”), are subject to the following terms and conditions (the “Terms of Use”). Additionally, your use of and access to Venza’s web-based, software-as-a service, learning management solution and certain features and tools, including, but not limited to, the Venza Learning Management SystemTM, Venza Matterhorn, Venza Denali, Venza Everest, Venza SherpaTM, Venza PEAK®, and/or any other products or services (collectively, the “Venza Solution”), are expressly conditioned upon your acceptance of the Terms of Use. As used in these Terms of Use, the term “you” refers to each individual entity accessing the Venza Solution. If you do not agree with any of the terms or conditions in the Terms of Use set forth below, you must not use the Venza Solution.

From time to time, we may make revisions to these Terms of Use and the policies relating to the Venza Solution. We will provide notice of such revisions by posting revisions at www.venzagroup.com/terms-of-use/, by sending an email to the email address you provide to us, or by such other general means by which we provide notice to our other customers. You agree that it is your responsibility to visit the Terms of Use periodically to review any such revisions. We will indicate at the top of this page the date these Terms of Use were last revised. Revisions to these Terms of Use will be effective on the date noted in the posting, email and/or notice we send to you. By continuing to use the Venza Solution after revisions to the Terms of Use are effective, you accept and agree to abide by the revised Terms of Use. The revised version of these Terms of Use will supersede any prior version of these Terms of Use. You agree that you will immediately notify Venza of any concern with any revisions to the Terms of Use. If any revisions to the Terms of Use are not acceptable to you, you can suspend your use of the Venza Solution until your concerns are resolved.

You agree that these Terms of Use are supported by good and valuable consideration the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your use of the Venza Websites and the Venza Solution.

I. Ownership

You acknowledge and agree that Venza and/or certain third parties are the owners of all intellectual property rights, whether registered or not, wherever in the world they may exist including patent, trademark, copyright, and trade secret rights, in the Venza Solution and any data or information developed by Venza, and any techniques and ideas embodied and expressed in the foregoing, including the structure, sequence, and organization of the Venza Solution, including all modifications, derivative works, updates or upgrades thereto (the “Program Concepts”). The Venza Solution will include any manuals, specifications, instructions or other documents or materials provided by or made accessible by Venza under these Terms of Use (“Documentation”). You acknowledge that, except for the limited access and use rights and provision of the Venza Solution granted hereunder, you have no rights in or to the Venza Solution or the Program Concepts. You shall not use any Venza copyright, trademark, service mark, or other proprietary intellectual property without Venza’s express written consent. You further agree that the Venza Solution contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including, but not limited to, copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for your use of the Venza Solution in compliance with these Terms of Use. None of the content, data, or information found within or accessible through the Venza Solution (with the exception of your own content, data, and information) may be copied, reproduced, republished, uploaded, posted, distributed, sold, transferred, or modified in any form without the express written permission of Venza.

The trademarks, logos, and service marks displayed within the Venza Websites and within the user interface of the Venza Solution, including the Venza Group logo, Venza Sherpa logo, Venza Bridge logo, and Venza PEAK logo (collectively, the “Trademarks”), are registered or common law trademarks of Venza, or its affiliates, providers, or various third parties in the United States and/or other countries. Venza is not granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of Venza or such other party that may own the Trademarks.

II. Access to the Venza Solution

Venza and/or its licensors grant you a personal, non-exclusive, non-transferable, limited right to access and use the Venza Solution in accordance with these Terms of Use, provided that you do not (and do not permit anyone else to): (a) license, copy, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Venza Solution available to any third party, (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to software in the Venza Solution, or (c) remove or obscure any Venza Solution identification, proprietary or copyright notice or other notices contained in the Venza Solution. You shall use the Venza Solution solely for your internal business purposes as contemplated by these Terms of Use and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iii) send or store malicious code; (iv) interfere with or disrupt the integrity or performance of the Venza Solution or the data contained therein; (v) attempt to gain unauthorized access to the Venza Solution or related systems or networks; (vi) access the Venza Solution for the purpose of building a competitive Venza Solution or service or copying the features or user interface of the Venza Solution; (vii) use the Venza Solution, or permit the Venza Solution to be used, for purposes of Venza Solution evaluation, benchmarking, or other comparative analysis intended for publication without Venza’s prior written consent; or (viii) permit access to the Venza Solution by a direct competitor of Venza. THE USE OF THE VENZA SOLUTION, EXCEPT FOR USE OF THE VENZA SOLUTION AS EXPRESSLY PERMITTED IN THESE TERMS OF USE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE RIGHTS GRANTED HEREIN DO NOT CONSTITUTE A “CONVEYANCE” FOR PURPOSES OF THE GNU GENERAL PUBLIC LICENSE.

III. Use of the Venza Solution

You may provide access to the Venza Solution to your Users (as defined herein) pursuant to the terms in these Terms of Use. A “User” shall be defined as an individual who is authorized to use the Venza Solution and who has been supplied user identifications (“User IDs”) and passwords by Venza at your request. Users may include your employees (“Your Personnel”). Passwords and User IDs are non-transferrable and may only be used by one (1) User. You shall require that all Users accessing the Venza Solution keep their User IDs and password information confidential and that each User only use the Venza Solution for your benefit under these Terms of Use. Do not reveal your account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your User IDs and passwords and for all activities that occur on or through your and your Users’ User IDs and you agree to immediately notify Venza of any security breach of your account. Provided we have exercised reasonable skill and due care, Venza shall not be responsible for any losses arising out of the unauthorized use of your account resulting from you not following these rules. You agree to provide and confirm that you will provide accurate and complete information when you create your and your Users’ User IDs, and you agree to update your and your Users’ information to keep it accurate and complete. Failure to provide accurate, current and complete information may result in the suspension and/or termination of your access to the Venza Solution. You agree that Venza may use the information you provide for use in maintaining and billing fees to you.

User ID Security Requirements.

A User should not provide his or her username and/or password to anyone via email or telephone. Venza will never contact a User and request such User’s username and password.
A User should request that his or her username and password be changed immediately when:
- Any system access is replaced by new system access or is no longer used; or
- The hardware on which the Venza Solution resides is upgraded, changed, or disposed of.
Users should protect their User IDs and passwords so that only key personnel know this sensitive information. Unauthorized personnel should not have knowledge of a User’s username or password.
You shall create a separate, unique username for each User to enable individual authentication and accountability for access to the Venza Solution. Each User of the Venza Solution must also have a unique logon password.
You shall ensure that Your Personnel do not share User IDs.
Users should develop passwords that:
- Are not easily guessable (i.e., your name or company name, repeating numbers and letters or consecutive numbers and letters); and
- Contain a minimum of seven (7) alpha/numeric characters for standard User accounts.
You should implement a process to terminate access rights to the Venza Solution immediately for any User who has a change in his or her job tasks and/or no longer requires access to the Venza Solution.

Any unauthorized use of any content, material, data, or information contained within or accessible through use of the Venza Solution, including information and data transmitted to Venza in connection with its cloud services by others, may violate copyright laws, trademark laws, patent laws, the laws of privacy and publicity, and communications regulations and statutes. Any unauthorized use of such content, material, data, or information, including its unauthorized reproduction, modification, distribution, or republication, without prior written permission of Venza, or other third party if applicable, is strictly prohibited. The use of such content, material, data, or information within any third party website or in any other environment of networked computers is strictly prohibited.

The Venza Solution may be used only for lawful purposes. Transmission of any material in violation of any local, state, federal or export control law or regulation is prohibited. This includes, without limitation, material protected by copyright, patent, trademark, trade secret or other intellectual property right used without proper authorization. In addition, with respect to the Venza Solution and related cloud-based services, you agree not to use such Venza Solution to access, control, interfere with, or otherwise affect any network or appliance of any third party.

Use of the Venza Solution may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Venza Solution may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Venza Solution, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Venza Solution for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. This assurance and commitment shall survive cancellation and termination of these Terms of Use.

When you submit or transfer any content, material, data, or information, including, without limitation, Your Data (as defined in Section V), to Venza or its servers using or through the Venza Solution, you are granting Venza, and any third-party service providers and affiliates, a perpetual, worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content, material, data, or information in any and all media or distribution methods. You represent and warrant that: (i) you own or otherwise control all rights in and to all such content, material, data, or information, or that the same is otherwise within the public domain, (ii) you have full authority and consent to submit such content, material, data, or information and to grant the foregoing license set forth herein, and (iii) such content, material, data, or information and any publication thereof within or through the Venza Solution does not and will not infringe or violate the rights of any third party, including, without limitation, any copyright, trademark, privacy, publicity, contract, statutory, common law or any other rights. The content, material, data, or information that you submit may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. Venza does not claim any ownership of the content that you submit, transfer, or provide to Venza using or through the Venza Solution.

Unless otherwise expressly authorized by Venza, using the Venza Solution and/or the information contained therein to send unsolicited, commercial mass e-mails, texts, or other messages, including, without limitation, commercial advertising and informational announcements, is expressly prohibited.

You shall not, in connection with your use of the Venza Solution, publish or transmit any information, data, text, comments, images, files, links, or other material that is, or which Venza considers in its sole and exclusive discretion to:

Be unlawful, harmful, threatening, abusive, harassing, defamatory, offensive, obscene, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable;
Sell or promote the Venza Solution or services that are unlawful;
Infringe or violate any copyright, patent, trademark, trade secret or other intellectual property right of any person or entity;
Harass, embarrass, demean or cause distress or discomfort upon another user or other individual or entity;
Impersonate, spoof or parody any other person or entity; and/or
Include any personally identifying information or private information of another person or entity.

You represent and warrant that you are of sufficient legal age to use the Venza Solution and to create binding legal obligations for any liability you may incur as a result of the use of the Venza Solution. You understand that you are financially responsible for all uses of the Venza Solution by you and those using the Venza Solution on your behalf, including your Users.

If Venza becomes aware that a User of the Venza Solution is in violation of these Terms of Use, Venza reserves the right to immediately suspend or terminate such User’s access to the Venza Solution without notice and to immediately remove any information, data, or content that violates the terms of these Terms of Use.

IV. Venza Responsibilities

Venza shall: (i) maintain the security and integrity of the Venza Solution and Your Data at all times according to industry standards and an information security program and (ii) comply with all applicable local, state, federal and foreign laws regarding provision of the Venza Solution and use of the Your Data. Venza reserves the right to take steps Venza believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You acknowledge and agree that Venza may, without liability to you, access, use, preserve and/or disclose your information and content to law enforcement authorities, government officials, and/or a third party, as Venza believes is reasonably necessary or appropriate, if legally required to do so or if Venza has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms of Use, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Venza, its other users, a third party, or the public as required or permitted by law.

V. User Information

You are responsible for all activities by Users, all actions taken through a User account, and for Users’ compliance with these Terms of Use. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data provided or made available by, or collected from, you and Your Personnel and Users, including, without limitation, personally identifiable information (“Your Data”), and, as further described below, for obtaining and maintaining all rights, permissions, authorizations and consents related to the use, processing and storage of Your Data; (ii) prevent unauthorized access to, or use of, the Venza Solution, and notify Venza promptly of any such unauthorized access or use; (iii) ensure that you and all Your Personnel and Users comply with all applicable local, state, federal and foreign laws when using and accessing the Venza Solution and performing your obligations under these Terms of Use; and (iv) provide Venza’s privacy policy to Users and any other individuals from whom Your Data is collected and made available to Venza. You are responsible for any breach of these Terms of Use by any of Your Personnel and Users. As between Venza and You, all Your Data is your property and constitutes your Confidential Information (as defined in Section X below). For clarity, Your Data shall not include bookmarks, scores, user accounts or statuses that are set up through the Venza Solution, except for any personally identifiable information included therein.

Additionally and without limiting your other obligations under these Terms of Use, you are responsible for complying with all applicable data protection and privacy laws, including, without limitation, EU data privacy laws (including the General Data Protection Regulation), with respect to your and/or Users’ use of the Venza Solution and with respect to Your Data. In furtherance of the foregoing, you represent, warrant and covenant to Venza that you will properly inform, and obtain and maintain all necessary rights, permissions, authorizations and consents from, Users and any other individuals from whom Your Data is collected and made available to Venza required to lawfully transfer Your Data to Venza and to enable Venza to lawfully collect, use, process and share Your Data and to process Your Data outside of a User’s or such other individual’s country of residence. Under no circumstances shall you provide or make available to Venza, or allow Venza to collect, Your Data if you have not properly informed and obtained and maintained all necessary rights, permissions, authorizations and consents from the applicable User or other individual from whom Your Data is collected and made available to Venza, and provided such User or other individual a copy of, and opportunity to review, Venza’s privacy policy. If a User or any other individual from whom Your Data is collected and made available to Venza objects to Venza’s privacy policy, you shall not provide, or allow Venza to collect, any data from such User or other individual.

As further explained in Venza’s privacy policy, which is hereby incorporated by reference, you understand that by using the Venza Solution, you consent and agree to the collection and use of Your Data and information about your and your Users’ use of the Venza Solution. You further consent and agree that Venza has the right to collect, maintain, transmit, process, and use information that your web browser provides to Venza’s web server, including, without limitation, any third party website from which you linked to the Venza Solution, the identity of your Internet service provider, or the type of browser you are using. Venza may use such information in an aggregated form, such as to measure the usefulness and popularity of the Venza Solution. In addition, Venza reserves the right to collect, maintain, transmit, process, use, and publish demographic information regarding, and demographic information derived from, Users of the Venza Solution. Venza may further delegate such data collection and analytic procedures to a third party (and/or utilize a third party software program in connection with such data collection and analytic procedures).

With respect to the Venza Solution, Venza may collect and aggregate data related to your usage of the Venza Solution, including, without limitation, data that indicates how frequently you are using certain features of the Venza Solution. In addition, Venza may further delegate such data collection and analytic procedures to a third party (and/or utilize a third party software program in connection with such data collection and analytic procedures).

You agree that Venza and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including, but not limited to, technical information about your computer, system, Wi-Fi and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, Venza Solution support and other services to you (if any) related to the Venza Solution, and to verify compliance with the terms of these Terms of Use. To enable Venza’s partners and third party developers to improve their software, hardware and services designed for use with the Venza Solution, Venza may also provide any such partner or third party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, as long as the diagnostic information is in a form that does not personally identify you.

Venza may examine your and your Users’ use of the Venza Solution. If the examination reveals that you have improperly used the Venza Solution, Venza shall bill you for such unauthorized use based upon Venza’s standard fees in effect at the time the examination is completed. If the underpaid fees exceed five percent (5%) of the Fees (as defined in Section VI below) actually paid, then you will also pay Venza’s reasonable costs of conducting the examination.

Upon termination of your access to the Venza Solution, Venza will make available to you for download all of Your Data for a period of thirty (30) days. After such 30-day period, Venza shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, be permitted to delete all of Your Data in its systems or otherwise in its possession or under its control.

VI. Price and Payment

You shall pay Venza the fees for the Venza Solution set forth in these Terms of Use or otherwise provided on an invoice from Venza to you for the Initial Term (as defined in Section VII below) and fees for any Renewal Term (as defined in Section VII below) shall be at Venza’s standard fees in effect at the time of the commencement of the applicable Renewal Term (the “Fees”). Venza will send you an invoice for any Fees that are not paid through a Venza Website at the time of purchase and all payments for such invoiced Fees shall be due within thirty (30) days after the date of invoice. You shall pay a late charge of one and a half percent (1½%) per month or the highest amount allowed by law, whichever is more, on all amounts not paid to Venza when due hereunder. All Fees are non-refundable, and all payment obligations are non-cancelable. Without limiting the foregoing, failure to pay Fees for any Renewal Term within thirty (30) days after the date of invoice will result in suspension of your access to the Venza Solution until such Fees and applicable late charges are paid to Venza in full. Venza’s right to suspend your access to the Venza Solution as set forth herein is in full reservation of Venza’s rights and remedies under these Terms of Use, at law and in equity, including, without limitation, Venza’s right to collect payment for Fees. Additionally, suspension of your access to the Venza Solution shall not result in cancellation or termination of the applicable Renewal Term and you shall remain responsible for all of your obligations to Venza during such Renewal Term.

Fees and all other amounts due to Venza as set forth in these Terms of Use are net amounts to be received by Venza, exclusive of all taxes, duties, and assessments, including without limitation all sales, withholding, VAT, GST, excise, ad valorem, use, and similar taxes (collectively, the “Taxes”), and are not subject to offset or reduction because of any Taxes incurred by you or otherwise due as a result of these Terms of Use. You shall be responsible for and shall pay all Taxes relating to the performance of these Terms of Use, provided that this paragraph shall not apply to taxes based solely on Venza’s income.

VII. Term of Use of Venza Solution and Termination/Suspension of Access

Your access to the Venza Solution shall begin on the date you purchase or access the Venza Solution, whichever is earlier, and shall continue year-to-year unless you provide written notice to Venza at least thirty (30) days prior to the expiration of the then-current annual term (the initial year shall be referred to as the “Initial Term” and each subsequent year shall be a “Renewal Term”) (together, the Initial Term and subsequent Renewal Term(s) shall be considered the “Term”).

Suspension of Service. If you fail to pay amounts owed within thirty (30) days of the due date (except with respect to Fees then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Venza reserves the right to immediately suspend the Venza Solution, without liability to you, until such amounts are paid in full.

Termination by Venza. Venza may terminate your access to the Venza Solution granted by these Terms of Use effective upon thirty (30) days’ prior written notice if you or any of Your Personnel or Users commit any breach of these Terms of Use that remains uncured within such period.

Immediate Termination. In addition to the foregoing rights, your access to the Venza Solution shall terminate immediately upon written notice by Venza to you for any breach by you, Your Personnel or Users of any of the restrictions on use of the Venza Solution or any confidentiality obligations in these Terms of Use.

Effects of Termination. Upon termination of your access to the Venza Solution, all rights and access to the Venza Solution granted hereunder to you and your Users shall terminate immediately. Immediately upon such termination, you and your Users shall (i) cease all use of the Venza Solution; (ii) return to Venza any Confidential Information of Venza in your possession or control (including any copies thereof); and (iii) delete all Documentation provided by Venza. No termination of access to the Venza Solution shall release you from any obligation to pay Venza any amount which has accrued or become payable at or prior to the date of termination.

VIII. Exclusions of Warranty & Disclaimers

Venza warrants that it will provide the Venza Solution in a manner consistent with general industry standards reasonably applicable to the provision thereof.

Venza hereby disclaims any and all damages, claims, and responsibility arising from any problems, loss of data or information, failure to properly operate a home network or appliance, or any other damages that you may experience that arise from your use of or reliance on the Venza Solution.

OTHER THAN THE WARRANTY IN THIS SECTION, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE VENZA SOLUTION IS PROVIDED ON AN “AS IS” BASIS. VENZA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, FUNCTIONALITY, OR RELIABILITY OF THE VENZA SOLUTION. VENZA AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. IN PARTICULAR, VENZA AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE VENZA SOLUTION WILL MEET YOUR REQUIREMENTS OR (II) ANY DEFECTS OR ERRORS IN THE SOFTWARE OR VENZA SOLUTION PROVIDED TO YOU WILL BE CORRECTED.

VENZA DOES NOT REPRESENT OR GUARANTEE THAT THE VENZA SOLUTION OR ANY THIRD PARTY SOFTWARE (AS DEFINED IN SECTION XII BELOW) WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND VENZA DISCLAIMS ANY LIABILITY RELATING THERETO. VENZA ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE VENZA SOLUTION OR ANY THIRD PARTY SOFTWARE. IN NO EVENT SHALL VENZA BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO REAL PROPERTY, DAMAGES TO TANGIBLE PROPERTY, LOST PROFITS, OR LOST DATA), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH (I) ANY USE OF THE VENZA SOLUTION OR THIRD PARTY SOFTWARE, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OF OR INABILITY TO USE THE VENZA SOLUTION OR ANY THIRD PARTY SOFTWARE), OR (III) THE PERFORMANCE OR NON-PERFORMANCE BY VENZA, THE VENZA SOLUTION OR ANY THIRD PARTY SOFTWARE.

YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE VENZA SOLUTION IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA, OR INFORMATION PROVIDED BY THE VENZA SOLUTION OR THIRD PARTY SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

IX. Limitation of Liability

To the extent permitted by applicable law, Venza’s liability shall be limited to the total amount paid by you for use of the Venza Solution. Your sole and exclusive remedies under these Terms of Use are as expressly set forth in these Terms of Use.

EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, NEITHER VENZA NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT OR CONTRACT) HAVE ANY LIABILITY TO YOU, ANY USERS OR ANY OTHER PERSON OR ENTITY FOR THE FOLLOWING LOSSES, DAMAGES, OR COSTS:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES, OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH YOUR RELIANCE ON OR USE OF THE VENZA SOLUTION OR THIRD PARTY SOFTWARE (INCLUDING, BUT NOT LIMITED TO, ANY MISTAKES, OMISSIONS, INTERRUPTIONS, COMPUTER OR OTHER HARDWARE OR SOFTWARE BREACH, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE VENZA SOLUTION, THIRD PARTY SOFTWARE OR YOUR OR USERS’ EQUIPMENT, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF E-MAIL OR OTHER INFORMATION OR DATA); OR

(B) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE VENZA SOLUTION OR THIRD PARTY SOFTWARE BY YOU, ANY USER OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

NEITHER VENZA NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, ORDESTRUCTION TO YOUR OR USERS’ EQUIPMENT. IN THE EVENT OF DAMAGE TO YOUR OR ANY USER’S EQUIPMENT CAUSED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY VENZA, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS, VENZA SHALL PAY AT ITS SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED EQUIPMENT UP TO A MAXIMUM OF $500. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY.

NEITHER VENZA NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF THIRD PARTY SOFTWARE. YOU AGREE THAT ANY CLAIMS ARISING OUT OF OR RELATED TO THIRD PARTY SOFTWARE SHALL BE BROUGHT DIRECTLY AGAINST THE THIRD PARTY SOFTWARE PROVIDER AND NOT AGAINST VENZA OR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS.

All limitations and disclaimers stated in these Terms of Use also apply to Venza’s third party contractors, as third party beneficiaries of these Terms of Use.

All representations, indemnifications, and limitations of liability contained in these Terms of Use shall survive the cancellation or termination of these Terms of Use; any other obligations of the parties hereunder shall also survive, if they relate to the period before cancellation or termination or if, by their terms, they would be expected to survive such cancellation or termination.

X. Confidentiality

You expressly acknowledge and agree to keep (i) the terms of these Terms of Use, (ii) Program Concepts as described above, (iii) the Venza Solution and any screen displays, user interfaces, and web applications relating thereto, and (iv) information designated as confidential by Venza, including, but not limited to (regardless of form or media), data, processes, pricing, prototypes, methods, concepts, research, development and business activities, whether obtained or disclosed verbally or in writing (collectively, “Confidential Information”) confidential and secure and to protect the confidentiality of Venza’s Confidential Information using at least the same degree of care that you use to protect your own similar information. Unless such disclosure is authorized by Venza in writing, you shall not (a) use Venza’s Confidential Information for any purpose except as authorized under these Terms of Use, (b) disclose any such Confidential Information to any person (except to Your Personnel and Users who are bound by obligations of confidentiality and agree to use the information on a need-to-know basis), or (c) disclose any such Confidential Information required by court or judicial order without first informing Venza and cooperating with Venza regarding such disclosure. The obligations in this paragraph shall not apply to information which (1) is or becomes a part of public knowledge through no act or omission of yours, (2) was rightfully, without a duty of confidentiality, in your possession prior to disclosure by Venza, or (3) is independently developed by you without the use of any of Venza’s Confidential Information. You will be responsible for ensuring that Your Personnel and Users maintain the confidentiality of Venza’s Confidential Information. Breach of this paragraph by you, Your Personnel or Users will cause Venza irreparable damage for which recovery of money damages would be inadequate, and Venza shall therefore be entitled to obtain timely injunctive relief to protect Venza’s rights under these Terms of Use in addition to any and all remedies available at law. Confidential Information that constitutes trade secrets shall remain confidential for as long as such information shall remain a trade secret under applicable law and, with regard to all other Confidential Information, shall remain confidential during the Term and for three (3) years thereafter.

XI. Third Party Content

While using the Venza Solution, you may choose to link to websites, applications, and software of one or more third parties that are not affiliated with Venza. Venza is not responsible for the contents of those third party websites, or any subsequent links, and has no control over the contents therein, nor is Venza responsible for the functionality or problems associated with any software that is controlled by any third party.

Venza is not responsible for web casting or any other form of transmission received from any linked website. Any reliance on the contents of a third party website (or third party applications or software) is done at your own risk and you assume all responsibilities and consequences resulting from such reliance. If you decide to access other websites (or use other applications or software) in connection with the Venza Solution, you do so at your own risk.

Venza does not represent or warrant that the contents of any third party website are accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. All opinions expressed on third party websites are not those of Venza, and Venza does not endorse the contents of such third party websites in any way.

Your use of such third party resources is subject to the terms and conditions of use and/or privacy policies established by such third parties. Some third parties may impose fees for access to their resources and you are responsible for all such fees.

All references to third party solutions, services, companies, programs, and websites on the Venza Solution, including screen shots, are for informational purposes only and are not an endorsement, nor a recommendation, nor a representation that Venza is in any way affiliated with any third party. All third party trademarks displayed on the Venza Solution are the property of their respective owners.

XII. Third Party Software; Open Source Software

The Venza Solution may use, and in connection with accessing and using the Venza Solution, you may have access, directly or indirectly, to, third party software and components that are subject to separate licenses, terms and conditions (“Third Party Software”). Such Third Party Software may include software and components that are subject to the GNU General Public License or other “open source” licensing terms or are otherwise subject to requirements that such materials be distributable or otherwise made available on a royalty-free basis (“Open Source Software”). To the extent applicable, Venza will identify such Open Source Software. The applicable license for Third Party Software, including Open Source Software, may require Venza to provide the Third Party Software to you on the terms of a separate third party license, including in the case of Open Source Software, the terms of an “open source” license, rather than these Terms of Use. By using the Venza Solution and any Third Party Software, you agree to abide by the terms and conditions of the applicable third party license(s), including any applicable “open source” license(s), of which Venza notifies you. Nothing in these Terms of Use limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable “open source” license(s) for Open Source Software. Under no circumstances shall the Venza Solution or any portion thereof (except for Open Source Software contained therein, if any) be deemed to be “open source” or “publicly available” software. For avoidance of doubt, any Open Source Software is made available in addition to, and is not incorporated into or made a part of, the Venza Solution.

WITHOUT LIMITING THE EXCLUSIONS AND DISCLAIMERS OF WARRANTY SET FORTH IN SECTION VIII, VENZA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE THIRD PARTY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTIES WITH RESPECT TO THE FUNCTIONALITY OF THE THIRD PARTY SOFTWARE WITH THE VENZA SOLUTION. You acknowledge that Venza is not the developer or manufacturer of Third Party Software and is not the agent of any Third Party Software provider. No representation or promise made by any Third Party Software provider will be deemed made by or binding upon Venza and Venza shall not be responsible for any acts or omissions on the part of any Third Party Software provider. Venza does not provide any warranty, maintenance, technical or other support for any Third Party Software. Venza shall not be responsible or liable for your access to or use of the Third Party Software or any personal injury, property damage (tangible or intangible) or other losses arising from or related to your access to or use of any Third Party Software.

XIII. Violations of These Terms of Use

Venza reserves the right to take steps Venza believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You acknowledge and agree that Venza may, without liability to you, access, use, preserve and/or disclose your account information to law enforcement authorities, government officials, and/or a third party, as Venza believes is reasonably necessary or appropriate, if legally required to do so, or if Venza has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms of Use, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Venza, its users, a third party, or the public as required or permitted by law.

In the event you violate or attempt to violate any part of these Terms of Use, Venza reserves the right to terminate your access to the Venza Solution immediately, in its sole discretion, with or without notice of any kind. Venza also reserves the right to involve and cooperate with law enforcement agencies and to pursue a civil lawsuit or criminal prosecution for any and all alleged or actual illegal activities involving the Venza Solution.

XIV. Indemnification

You agree that you shall be responsible for and shall indemnify, defend, and hold harmless Venza and its affiliates, officers, directors, employees, suppliers, agents, contractors, and representatives and shall reimburse Venza for any damages, injuries, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by Venza in connection with any and all claims, proceedings, suits, judgments, and causes of action arising out of (a) any violation of applicable laws or regulations by you, any Users or any parties who use your Venza Solution account, with or without your permission; (b) use of the Venza Solution or Third Party Software by you or any Users; (c) violation or infringement of contractual rights, privacy, confidentiality, copyright, patent, trademark, trade secret, or other intellectual property and proprietary rights arising from your or Users’ use of the Venza Solution or Third Party Software; (d) Your Data; and/or (e) your breach of any provision of this these Terms of Use, including, without limitation, the provisions of Section V, regardless of the nature of the cause of action or claim.

If a third party claims that the Venza Solution infringes any U.S. patent, copyright, or trademark or violates its trade secrets, Venza will (a) defend you against any such claim at Venza’s expense, and (b) pay all damages that a court finally awards, provided that you notify Venza in writing within thirty (30) days of the claim or cause of action and give Venza sole control of, and cooperate with Venza in, the defense thereof or any related settlement negotiations. If any such claim is made or is likely to be made (in Venza’s sole judgment), Venza shall, at its discretion, either obtain the right for you to continue to use the affected portion of the Venza Solution or modify or replace the affected portion of the Venza Solution. If Venza is unable to procure either option, Venza may terminate your and your Users’ access to the Venza Solution immediately upon notice to you. Venza has no obligation to you under this paragraph (i) if you are using any version of the affected portion of the Venza Solution that is more than one (1) release behind the then-current version, (ii) if the claim results from your or Your Personnel’s or Users’ use of the Venza Solution in a manner not authorized by Venza in these Terms of Use, or (iii) if the claim is based on your modification of the Venza Solution or its combination, operation, or use with any solution, data, or apparatus. This paragraph states Venza’s entire obligation to you and your exclusive remedy with respect to any claim of infringement.

XV. Electronic Communications

You agree that Venza may communicate electronically by e-mail and/or may make communications available to you by posting them on the Venza Websites, and that such communications, as well as notices, disclosures, Terms of Uses, and other communications that Venza provides to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by Venza.

XVI. Dispute Resolution

YOU MUST CONTACT VENZA WITHIN SIX (6) MONTHS OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE (EXCEPT FOR BILLING DISPUTES), OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.

You and Venza agree that you will try to resolve disputes informally before resorting to arbitration. If the dispute cannot be resolved by telephone, you agree to notify Venza of the dispute by sending a written description of your claim to Venza Learning Solutions, Inc., 10886 Crabapple Rd., Suite 100, Roswell, GA 30075 so that Venza can attempt to resolve it with you. If Venza does not satisfactorily resolve your claim within thirty (30) calendar days of receiving notice of it, then you may pursue the claim in arbitration. Neither you nor Venza may initiate arbitration without first providing the other party notice of the claim and following the informal dispute resolution procedure provided in this Section.

XVII. Support

Except as otherwise stated on the Venza Websites, Venza shall not be obligated to provide any support services or maintenance services for the Venza Solution or Third Party Software or provide you with any future modifications, updates or upgrades. Venza does not represent that the Venza Solution or Third Party Software will be error free or uninterrupted or that all errors or failures can be corrected.

XVIII. Copyright Notice – DMCA

Pursuant to the Digital Millennium Copyright Act (the “DMCA”), you may file a notification of claimed infringement (“Notification”) with the Designated Agent of Venza identified below if you believe that a Web page hosted by Venza is violating your rights under U.S. copyright law. (See Title 17, United States Code, Section 512(c)(3)). If you believe that any content in which you claim copyright has been infringed by anyone using the Venza Solution, please contact Venza’s Designated Agent as described below. Venza may, in its sole discretion, suspend and/or terminate accounts of users that are found to be repeat infringers.

Procedure for Making Claim of Copyright Infringement
To serve a Notification on Venza, send your Notification to:
Name of Designated Agent to Receive Notification: DMCA Agent
Address to Which Notification Should Be Sent: 10886 Crabapple Rd., Suite 100, Roswell, GA 30075
Email Address of Designated Agent: sales@venzagroup.com

Notification.

In order to be effective under the DMCA, the Notification must (i) be in writing, and (ii) be provided to the Designated Agent of Venza.

In order for such a complaint to be effective under the DMCA, the Notification must include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Venza to locate the material.
Information reasonably sufficient to permit Venza to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the Notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of the written Notification containing the information described in 1 through 6 above, Venza will:

Remove or disable access to the material that is alleged to be infringing.
Take reasonable steps to promptly notify the subscriber that it has removed or disabled access to the material.

Counter Notification.

If a notice of copyright infringement has been filed against you, you may file a counter notification (“Counter Notification”) with Venza’s Designated Agent. In order to be effective, a Counter Notification must be written and include substantially the following:

A physical or electronic signature of the subscriber.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Venza may be found, and that the subscriber will accept service of process from the person who provided Notification or an agent of such person.

Upon receipt of the written Counter Notification containing the information as described in 1 through 4 above, Venza will:

Promptly provide the complaining party with a copy of the Counter Notification.
Replace the removed material or cease disabling access to the material within 10 to 14 business days following receipt of the Counter Notification, unless Venza’s Designated Agent first receives notice from the complaining party that an action has been filed seeking a court order to restrain the alleged infringing party from engaging in infringing activity relating to the material on Venza’s system or network.

NOTE: Under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys’ fees. (See Title 17, United States Code, Section 512(d)).

NOTE: The information in this Section XVIII is provided to you for informational purposes only, and is not intended as legal advice. If you believe your rights under U.S. copyright law have been infringed, you should consult an attorney.

XIX. Miscellaneous

Any and all rights not expressly granted to you in these Terms of Use are hereby reserved by Venza.

These Terms of Use and its performance shall be governed by the laws of the State of Georgia, United States of America, without regard to its conflict of laws provisions.

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder. Venza may assign these Terms of Use to any purchaser of all or substantially all of the assets to which these Terms of Use relate.

Venza may at any time amend and modify these Terms of Use and your continued use of the Venza Solution will be conditioned upon the terms and conditions in force at the time of your use. You may not modify these Terms of Use.

These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Venza does not waive any provision or right Venza fails to insist upon or enforce strict performance of any provision of these Terms of Use.Unless otherwise agreed to by you and Venza in writing, these Terms of Use constitute the entire agreement and understanding between you and Venza relating to the subject matter hereof, and supersede any prior understandings or agreements (whether oral or written) regarding the subject matter.

XX. Data Breach Coverage

North American Data Security Risk Purchase Group (NADS RPG) is a comprehensive breach protection program that provides up to $100,000 USD per Merchant ID (MID) in protection against normal losses associated with a data breach that involves cardholder data (referred to as “Data Breach Coverage”). Administered by Royal Group Services, LLC (RGS), this policy covers the cost of the mandatory forensic audit, card replacement costs and related expenses, PCI DSS and regulatory fines and assessments resulting from a breach, cost of Account Data Compromise Recovery (ADCR) fines for credit card fraud, and software and hardware upgrades when ordered in lieu of a fine, under a sublimit up to $15,000, and breach notification expenses under a sublimit up to $10,000 including drafting of notification letters, printing and mailing expenses, and required media notifications (i.e., newspaper or radio announcement).

You acknowledge and agree eligibility to receive such Data Breach Coverage requires that the MID the incident originated to satisfy, (i) 80% of the total population of Users to have completed the training successfully as shown in the administration dashboard (Course ID: VLS518), and (ii) maintain a Total Index Composite (TIC) score of 90% or greater, and (iii) you need to send every active employee email address a simulated phishing attack at least twice annually. The Data Breach Coverage is valid only during the said license term, and you need to be onboarded as a customer 60 days after the initial order to be eligible. Offer limited to a one-time incident over 12 months per account