VENNGAGE

Web Site Terms and Conditions of Use

Version 2.2

Effective as of March 10, 2016

TERMS AND CONDITIONS

1. Terms

In accessing and using any services or products provided by Venngage, you agree to the following Web Site Terms and Conditions of Service (the "Agreement"). This Agreement is an agreement between you (the "User") and Venngage Inc., (legal address: 1406-2 Carlton Street, Toronto, Ontario, M5B1J5, CANADA) a company established and operating under the laws of Ontario, Canada ("Venngage", "we", or "us"). This Agreement explains our obligations to you, and your obligations to us. This Agreement is the entire Agreement between us. By using the Web Site in any way you are agreeing to comply with these terms, our Privacy Policy all applicable laws and regulations, and any other legal notices or conditions or guidelines posted on the Web Site which we may update without notice. If you do not agree with any of these terms, you are prohibited from using or accessing this site. Venngage reserves the right to terminate the account of any user at any time.

2. Description of Services

Venngage offers a web-based service for infographics and data visualization that allows Users to (a) create infographics and data visualizations (b) generate, display, publish, share and export infographics and data visualizations (the "Services"). User can choose between two types of subscription types: a "Free User " and a paid "Premium User", (which includes the Education and Team User types)

3. Provision of the Services.

(a) Provision of the Services. Venngage will: (i) provide to User basic support through the Venngage website for the purchased Services at no additional charge as described more fully in Section 9 (User Support) below; and (ii) use commercially reasonable efforts to make the Services available [24 hours a day, 7 days a week], with minimal downtime, except for: (a) planned downtime and scheduled upgrades (as described more fully in Section 9 (User Support) below), or (b) any unavailability caused by circumstances beyond Venngage’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Venngage employees), Internet service provider failures or delays, or the unavailability or modification by third parties or Third Party Sites.  

4. License Grants.

(a) License Grants by Venngage. Subject to the terms and conditions of this Agreement, Venngage grants to User (i) a non-exclusive, non-transferable license during the Term to permit User to access the Services over the Internet and through the then available standard interface for the Services; (ii) a non-exclusive, non-transferrable, royalty-free, fully paid-up worldwide license to use, reproduce and distribute all infographics and visual representations of User Data generated by the Services (the "User Infographics"). (b) License Grant by User. Subject to the terms and conditions of this agreement, including Venngage’s confidentiality obligations, User grants to Venngage a royalty-free, fully paid-up, worldwide license to access, collect, store and use the User Data and User Infographics solely to provide the Services to User.

5. Privacy Policy; Disclaimer; Suspension of Access.

(a) Privacy Policy. To the extent that User Data may contain any personally-identifiable data, User agrees to Venngage’s use, collection and disclosure of such personally identifiable information for the purposes authorized under this Agreement and in accordance with Venngage’ privacy policy attached separately (the "Privacy Policy"). The Privacy Policy is hereby incorporated by reference and forms a part of this Agreement. (b) Disclaimer. As between Venngage and User, User is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data. User understands that the technical processing and transmission User Data is fundamentally necessary to use of the Services. Therefore, User expressly consents to Venngage’s storage of User Data, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Venngage. However, despite such efforts, User acknowledges and understands that User Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Venngage is not responsible for any User Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across public networks not owned and/or operated by Venngage, including, but not limited to, the Internet, third party websites, and your local network. User agrees thatVenngage is not in any way responsible for any interference with User’s use of or access to the Services or security breaches arising from or attributable to the Internet and User waives any and all claims against Venngage in connection therewith. (c) Suspension of Access. In addition to any other suspension or termination rights of Venngage pursuant to this Agreement, certain extraordinary circumstances may require Venngage to suspend or terminate (where appropriate), as determined in Venngage’s discretion, User’s access to and/or use of, or otherwise modify, the Services and/or any component thereof, without notice in order to: (a) prevent damages to, or degradation of the integrity of, Venngage’s network; (b) comply with any law, regulation, court order, or other governmental request or order; or (c) otherwise protect Venngage from potential legal liability or harm to its reputation or business. Venngage will use commercially reasonable efforts to notify User of the reason(s) for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, Venngage will promptly restore User’s access to the Services as soon as the event giving rise to the suspension has been resolved as determined in Venngage’s discretion. Nothing contained in this Agreement will be construed to limit Venngage’s actions or remedies or act as a waiver of Venngage’s rights in any way with respect to any of the foregoing activities. Venngage will not be responsible for any loss or damages incurred by User as a result of any termination or suspension of access to or use of the Services under this provision.

6. User ID; Limitations; User Responsibilities.

(a) User ID. Venngage will issue user identification and password ("User ID") to User for each individual User who wishes to have access to and use of the Services (each, a "User"). Users may only access and use the Service through their particular User ID. User will not allow Users to share their User ID with any other person. User is responsible for all activity occurring under their User IDs. User is responsible for all use of the Services by Users and for maintaining the confidentiality of their User ID and will promptly notify Venngage of any actual or suspected unauthorized use of the Services. Venngage reserves the right to replace any User ID if it determines it may have been used for an unauthorized purpose. (b) Limitations. User agrees that it will not permit any Users or any other person to: (a) permit any person to access or use the Services other than the Users authorized under this Agreement; (b) modify, adapt, alter or translate any software underlying the Services, except as expressly allowed hereunder; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to any other person; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services (including the Local Software); or (e) use or copy the any software underlying the Services (including the Local Software) except as expressly allowed hereunder. (c) User Responsibilities. User agrees that User is responsible for the compliance by the Users with this Agreement and for the Users’ use of the Services, as well as for ensuring that the Users maintain the confidentiality of their User IDs. User agrees that User is responsible for all charges incurred by the Users with access to the Services. For greater certainty but without limiting the generality of the foregoing, User agrees that User will not: (i) use or permit the Users to use the Services except as permitted by this Agreement; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to the Users except as expressly contemplated by this Agreement; (iii) use or permit the Users to use the Services to collect, transmit or process: (A) infringing, obscene, threatening, offensive, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (B) any non-public or personally-identifiable data regarding an individual’s financial or economic identity, sexual orientation, religious beliefs, medical or physical identity; (iv) use or permit the Users to use the Services to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (v) continue to use the Services in a manner that interferes with or disrupts the integrity or performance of the Services following a notice from Venngage of such use; (vi) attempt to gain unauthorized access to the Services or its related systems or networks; (vii) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services; (viii) use any data mining, robots or similar data gathering or extraction methods; (ix) access the Services for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; or (x) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services.

7. Reservation of Rights.

(a) Rights Reserved by Venngage. Venngage expressly reserves all rights in the Services, and all other materials provided by Venngage hereunder not specifically granted to User. It is acknowledged that all right, title and interest in the Services, and all other materials provided by Venngage hereunder, any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Venngage (or third party suppliers, if applicable) and that the Services, the User Infographics and all other materials provided by Venngage hereunder are licensed on a subscription basis and not "sold" to User. Venngage does not claim ownership over User Infographics that the User creates. Instead User grants Venngage a royalty-free, fully paid-up, worldwide license to use the User Infographics on the terms set out in Section 4. (b) Rights Reserved by User. User expressly reserves all rights in any data, information, records and files that User (or the Users) loads, transmits to or enters into the Service, including data that the Service is configured to obtain from User’s servers or systems or from third parties on User’s behalf, and including all results from processing such data, including compilations, User Infographics and derivative works thereof, subject to the license that User grants Venngage in accordance with the provisions of this Agreement.

8. User Data.

(a) Responsibility. User has sole responsibility for the accuracy, appropriateness and completeness of all User Data, and for obtaining all necessary third party consents and making all required third party disclosures regarding User Data collected by Venngage on User’s behalf from third parties. Venngage will use the User Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of User Data. (b) Removal of User Data on Request by User. User may control the User Data stored by the Services including, at any time, by deleting all or part of the User Data stored on the Services. (c) Restrictions. User agrees not to upload or transmit, or ask Venngage to obtain from third parties, any User Data: (i) that User does not have the lawful right to copy, transmit, distribute, and display (including any User Data that would violate any confidentiality or fiduciary obligations that User might have with respect to the User Data); (ii) for which User does not have the consent or permission from the owner of any personally identifiable information contained in the User Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability. (d) Indemnity. User agrees to indemnify and hold harmless Venngage, its employees, officers, directors and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney’s fees) to third parties (including, but not limited to, any clients, the Canadian government and provincial taxing authorities) relating to: (a) User Data and User Infographics, (b) User’s breach of any of its obligations, representations and/or warranties under this Agreement, (c) User’s use of the Services, including in combination with any third party software, application or service.

9. User Support.

Venngage will provide the following standard User support to User: (a) Web Support. Premium User will have access to Venngage’s technical support web site and may use the web site to submit service requests. Venngage will use reasonable efforts to respond within five (5) business days to such service requests. Venngage will use commercially reasonable efforts to correct any reproducible failure of the Services to substantially conform to its expected operation; provided, however, that Venngage will not be required to provide a correction for all such nonconformities. (b) Service Upgrades and Scheduled Downtime. Venngage will update the Services in its sole discretion. Venngage may from time to time schedule downtime for maintenance and upgrades (c) Data Storage and Backup. The Services include online data storage and regular data backups of User Data stored on the Services. In case of failure of the Services, Venngage will endeavour to restore User Data from the most recent available data backup within 72 hours. However, it is User’s responsibility to backup onto User’s own local system all User Data, including all data, files and records that User submits to Venngage.

10. Fees and Payment.

(a) Subscription Fee. Premium Users (Premium, Education, Enterprise subscriptions) agree to pay to Venngage a periodic Subscription Fee in the amounts indicated in the website. (b) Refunds. Venngage will not refund partial subscription fees for accounts cancelled prior to the subscription end date or for accounts that have remained inactive during the subscription period. It is the responsibility of the User to cancel their subscriptions if they no longer wish to use the Service.

11. Confidential & Proprietary Information.

Definitions. For purposes of this section, a Party receiving Confidential & Proprietary Information (as defined below) will be the "Recipient" and the Party disclosing such information will be the "Discloser" and "Confidential & Proprietary Information" includes (i) all information disclosed by Discloser to Recipient during the Term of this Agreement and marked as "confidential" or "proprietary" or which a reasonable person would understand to be confidential or proprietary; (ii) all parts of the Service (other than the User Infographics), whether marked as "confidential" or "proprietary" or not, will be considered to be Venngage Confidential & Proprietary Information; and (iii) all User Data and the User Infographics, whether marked as "confidential" or "proprietary" or not, will be considered User’s Confidential & Proprietary Information; provided, however, that Discloser’s Confidential & Proprietary Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential & Proprietary Information; (ii) information that is publicly available through no wrongful act of Recipient, or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. (a) Covenant. Recipient hereby agrees that during the Term and at all times thereafter it shall not (i) disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a "need to know", and to such other recipients as the Discloser may approve in writing; (ii) use Confidential & Proprietary Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential & Proprietary Information of the Discloser any proprietary legend. Upon the earlier of Discloser’s written request or termination or expiration of this Agreement, and regardless of whether a dispute may exist, Recipient shall return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof. Venngage may retain a copy of such Confidential & Proprietary Information for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory, and/or reasonable internal back-up or archival policies and requirements. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential & Proprietary Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order. (b) Injunctive Relief. Recipient acknowledges that violation of the provisions of this section would cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.

12. Warranties and Disclaimers.

(a) Limited Noninfringement Warranty. Venngage represents and warrants that, to the best of its knowledge as of the date the Services (and each update thereto) are first made available hereunder, the Services, when properly used in accordance with this Agreement, will not misappropriate or infringe any third party’s Canadian intellectual property rights. (b) Warranty Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 12 (WARRANTIES AND DISCLAIMERS) THE SERVICES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY VENNGAGE TO USER ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. VENNGAGE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. VENNGAGE DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

13. Limitation of Liabilities.

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy: (a) Amount. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES AND CHARGES COLLECTED BY VENNGAGE UNDER THIS AGREEMENT. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL VENNGAGE’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. (b) Type. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL VENNGAGE BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.  

14. Termination.

Venngage can terminate this Service at any time , without cause. Notice of termination of Services by Venngage may be sent to the contact e-mail associated with your account. Upon termination, Venngage will delete all data, files, or other information that is stored in your account and it’s in your responsibility to retrieve and back up all account contents before termination.