POSTING DATE: JULY 24, 2016
The trademarks, logos, and service marks displayed within the Venza Websites and within the user interface of 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. License to Venza Solution
III. Use of the Venza Solution
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 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 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.
When you submit or transfer any content, material, data, or information 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) that you have full authority 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 any 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.
IV. Venza Responsibilities
V. User Information
With respect to Venza Solution, Venza may collect and aggregate data related to your usage of such Venza Solution, including, without limitation, data that indicate how frequently you are using certain features of such 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).
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 (defined 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
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.
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 all copies of any Confidential Information of Venza; 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 ANY 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 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. 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 ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THE VENZA SOLUTION, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OF OR INABILITY TO USE ANY VENZA SOLUTION), OR (III) THE PERFORMANCE OR NON-PERFORMANCE BY VENZA OR ANY OF ITS VENZA SOLUTION.
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 COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
IX. Limitation of Liability
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 (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 OR THE CUSTOMER EQUIPMENT, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF E-MAIL OR OTHER INFORMATION OR DATA).
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 BY YOU 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, OR DESTRUCTION TO YOUR CUSTOMER EQUIPMENT. IN THE EVENT OF 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 CUSTOMER EQUIPMENT UP TO A MAXIMUM OF $500. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY.
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 Venza Solution, 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.
XIV. Electronic Communications
XV. 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.
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 provide you with any future modifications, updates or upgrades. Venza does not represent that the Venza Solution will be error free or uninterrupted or that all errors or failures can be corrected.
XVII. 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: firstname.lastname@example.org
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.
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 IV 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.
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.
XIX. 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, 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.