Venops Terms and Conditions

1. Definitions. 

“Affiliate” means any entity that a party directly or indirectly controls (e.g., subsidiary) or is controlled by (e.g., parent), or with which it is under common control (e.g., sibling).  

“Agreement” means these Venops Terms and Conditions together with each Order. 

“API” means an application program (or programming) interface. 

“Venops Competitor” means a person or entity in the business of developing, distributing, or commercializing compliance and/or offered products or services substantially similar to or competitive with Venops’ products or services. 

“Venops Data” shall mean the data generated by the Venops Offerings, including but not limited to, correlative and/or contextual data, and/or detections. For the avoidance of doubt, Venops Data does not include Client Data.  

“Venops Tool” means any Venops proprietary software-as-a-service, software, hardware, or other tool that Venops uses in performing Professional Services, which may be specified in the applicable SOW. Venops Tools may include Venops’ products. 

“Client” means as the context requires, in addition to the entity identified above, any Client Affiliate that places an Order under these Venops Terms and Conditions, uses or accesses any Offering hereunder, or benefits from the Client’s use of an Offering.  

“Business Associate” means any individual or entity (other than a Venops Competitor) that: (i) has access or use of a Product under this Agreement solely on behalf of and for Client’s Internal Use, (ii) has an agreement to provide Client (or its Affiliates) services, and (iii) is subject to confidentiality obligations covering Venops’ Confidential Information.  

“Business Associate Services” means products, services or content developed or provided by business associates, including, but not limited to, third party applications complimentary to the Offerings, implementation services, managed services, training, technical support, or other consulting services related to, or in conjunction with, the Offerings.

“Documentation” means Venops’ end-user technical documentation included in the applicable Offering.  

“Endpoint” means any physical or virtual device, such as, a computer, server, laptop, desktop computer, mobile, cellular, container or virtual machine image.  

“Error” means a reproducible failure of a Product to perform in substantial conformity with its applicable Documentation. 

“Internal Use” means access or use solely for Client’s and subject to the Section entitled Affiliates, Orders and Payment; Affiliates and the Section entitled Access and Use Rights, its Affiliates’, own internal information security purposes. By way of example and not limitation, Internal Use does not include access or use: (i) for the benefit of any person or entity other than Client or its Affiliates, or (ii) in any event, for the development of any product or service.  

“Offerings” means, collectively, any Products, Product-Related Services, or Professional Services. 

“Order” means any purchase order or other ordering document (including any SOW) accepted by Venops or a reseller that identifies the following ordered by Client: Offering, offering quantity based on Venops’ applicable license metrics (e.g., number of Endpoints, size of company (based on number of employees), number of file uploads, or number of queries), price and Subscription/Order Term.  

“Product” means any of Venops’ software or other products ordered by Client as set forth in the relevant Order, the available accompanying API’s, the Venops Data, any Documentation and any Updates thereto that may be made available to Client from time to time by Venops. 

“Product-Related Services” means, collectively, (i) exclusion and sanction screening, (ii) CMS open payments reporting, (iii) document tracking and storage tools, (iv) the technical support services for certain Products provided by Venops, (v) training, and (vi) any other Venops services provided or sold with Products. Product-Related Services do not include Professional Services. 

“Professional Services” means any professional services performed by Venops for Client pursuant to an SOW or other Order. Professional Services may include without limitation incident response, investigation and forensic services related to cyber-security adversaries, tabletop exercises, and next generation penetration tests related to cyber-security. 

“Services” means, collectively, any Product-Related Services and any Professional Services. 

“Statement of Work” or “SOW” means a mutually-agreed executed written document describing the Professional Services to be performed by Venops for Client, deliverables, fees, and expenses related thereto. 

“Membership/Subscription/Order Term” means the period of time set forth in the applicable Order during which: (i) Client is authorized by Venops to access and use the Product or Product-Related Service, or (ii) Professional Services may be performed.  

“Updates” means any correction, update, upgrade, patch, or other modification or addition made by Venops to any Product and provided to Client by Venops from time to time on an as available basis. 

 

2. Affiliates, Orders and Payment. 

2.1 Affiliates. Any Affiliate purchasing hereunder, or using or accessing any Offering hereunder, or benefitting from the Client’s use of an Offering, will be bound by and comply with all terms and conditions of this Agreement. The Client signing these Venops Terms and Conditions will remain responsible for Client’s Affiliates’ acts and omissions unless Client’s Affiliate has entered into its own Terms and Conditions with Venops. 

  

2.2 Orders. Only those transaction-specific terms stating the Offerings ordered, quantity, price, payment terms, Subscription/Order Term, and billing/provisioning contact information (and for the avoidance of doubt, specifically excluding any pre-printed terms on a client or reseller purchase order) will have any force or effect unless a particular Order is executed by an authorized signer of Venops and returned to Client (or the applicable reseller). If any such Order is so executed and delivered, then only those specific terms on the face of such Order that expressly identify those portions of this Agreement that are to be superseded will prevail over any conflicting terms herein but only with respect to those Offerings ordered on such Order. Orders are non-cancellable. Any Order through a reseller is subject to, and Venops’ obligations and liabilities to Client are governed by, this Agreement.  

  

2.3 Payment and Taxes. Client will pay the fees for Offerings to a reseller or Venops as set forth in the applicable Order. Unless otherwise expressly set forth on the Order, Client will pay the fees and amounts stated on each Order within 30 days after receipt of the applicable invoice. Except as otherwise expressly provided in this Agreement, all fees and other amounts are non-refundable. Fees are exclusive of any applicable sales, use, value added, withholding, and other taxes, however designated. Client shall pay all such taxes levied or imposed by reason of Client’s purchase of the Offerings and the transactions hereunder, except for taxes based on Venops’ income or with respect to Venops’ employment of its employees.  

  

3. Access & Use Rights. 

  

3.1 Evaluation. If Venops approves Client’s evaluation use of a Venops product (“Evaluation Product”), the terms herein applicable to Products also apply to evaluation access and use of such Evaluation Product, except for the following different or additional terms: (i) the duration of the evaluation is as mutually agreed upon by you and Venops, provided that either Venops or you can terminate the evaluation at any time upon written (including email) notice to the other party; (ii) the Evaluation Product is provided “AS-IS” without warranty of any kind, and Venops disclaims all warranties, support obligations, and other liabilities and obligations for the Evaluation Product; and (iii) Client’s access and use is limited to Internal Use by Client employees only.  

  

3.2 Access & Use Rights. Subject to the terms and conditions of this Agreement (including Venops’ receipt of applicable fees), Venops grants Client, under Venops’ intellectual property rights in and to the applicable Product, a non-exclusive, non-transferable (except as expressly provided in the Section entitled Assignment), non-sublicensable license to access and use the Products in accordance with any applicable Documentation solely for Client’s Internal Use during the applicable Subscription/Order Term. Client’s access and use is limited to the quantity in the applicable Order. Furthermore, the following additional terms and conditions apply to specific Products (or components thereof):  

(a)  Products with Software Components. If Client purchases a subscription to a Product with a downloadable object-code component (“Software Component”), Client may, during the Subscription/Order Term install and run multiple copies of the Software Components solely for Client’s and your Affiliates’ Internal Use up to the maximum quantity in the applicable Order.  

(b)  Venops Tools. If Venops provides Venops Tools to you pursuant to performing Professional Services, the license set forth in the Section entitled Access & Use Rights applies to such Venops Tools as used solely for your Internal Use during the period of time set forth in the applicable Order, or if none is specified, for the period authorized by Venops. Not all Professional Services engagements will involve the use of Venops Tools. 

 

3.3 Restrictions. The access and use rights set forth in the Section entitled Access & Use Rights do not include any rights to, and you will not, with respect to any Offering (or any portion thereof): (i) employ or authorize a Venops Competitor to use or view the Offering or Documentation, or to provide management, hosting, or support for an Offering; (ii) alter, publicly display, translate, create derivative works of or otherwise modify an Offering; (iii) sublicense, distribute or otherwise transfer an Offering to any third party (except as expressly provided in the Section entitled Assignment); (iv) allow third parties to access or use an Offering (except for business associates as expressly permitted herein); (v) create public Internet “links” to an Offering or “frame” or “mirror” any Offering content on any other server or wireless or Internet-based device; (vi) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code (if any) for an Offering (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorized access to an Offering or its related systems or networks; (vii) use an Offering to circumvent the security of another party’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; (viii) remove or alter any notice of proprietary right appearing on an Offering; (ix) conduct any stress tests, competitive benchmarking or analysis on, or publish any performance data of, an Offering (provided, that this does not prevent Client from comparing the Products to other products for Client’s Internal Use); (x) use any feature of Venops APIs for any purpose other than in the performance of, and in accordance with, this Agreement; or (xi) cause, encourage or assist any third party to do any of the foregoing. Client agrees to use an Offering in accordance with laws, rules and regulations directly applicable to Client and acknowledges that Client is solely responsible for determining whether a particular use of an Offering is compliant with such laws. 

  

3.4 Installation and User Accounts. As Venops is a web-based service, Venops does not require installation. For those Products requiring user accounts, only the single individual user assigned to a user account may access or use the Product. You are liable and responsible for all actions and omissions occurring under your and your staff and your business associates’ user accounts for Offerings. You shall notify Venops if you learn of any unauthorized access or use of your user account(s) or passwords for an Offering. 

 

3.5 Third Party Software. Venops does not use third party software in its products. Certain products may link to third party APIs or databases as provided in this Agreement.  

 

3.6 Ownership & Feedback. Products, Product-Related Services and the Venops Tools are made available for use or licensed, not sold. Venops owns and retains all rights, titles and interest (including all intellectual property rights) in and to the Products, Product-Related Services and the Venops Tools. Any feedback or suggestions that a Client provides to Venops regarding its Offerings and Venops Tools (e.g., bug fixes and features requests) is non-confidential and may be used by Venops for any purpose without acknowledgement or compensation; provided, Client will not be identified publicly as the source of the feedback or suggestion.  

  

4. Business associates.

  

4.1 Authorization. Client authorizes Venops to give business associates the rights and privileges to the Offerings necessary to enable and provide for Client’s use and receipt of the business associate Services. If at any time Client revokes this authorization, to the extent the Offerings provide for Client to limit the business associate’s access and use of the Offerings, then Client is responsible for taking the actions necessary to revoke such access and use. In the event Client requires Venops assistance with such revocation or limitation, Client must contact Venops Support with written notice of such revocation or limitation at memberservices@venops.com and Venops will disable the business associate’s access to Client’s Offerings within a reasonable period of time following receipt of such notice but in any event within 48 hours of receipt of such notice.  

 

4.2 Disclaimer. business associates are subject to the terms and conditions in the Agreement while they are using the Offerings on behalf of Client and Client remains responsible for their acts and omissions during such time. Any breach by a business associate of this Agreement is a breach by Client. Venops may make available business associate Services to Client, for example, through an online directory, catalog, store, or marketplace. Business associate Services are not required for use of the Offerings. Offerings may contain features, including APIs, designed to interface with or provide data to business associate Services. Venops is not responsible or liable for any loss, costs or damages arising out of business associate’s actions or inactions in any manner, including but not limited to, for any disclosure, transfer, modification or deletion of Client Data.  

  

4.3 Restrictions on business associates. Client shall not give or allow business associates access to, or use of, intelligence reports provided by, or made accessible in, the Products. For the avoidance of doubt, nothing herein prevents Client from using intelligence APIs in business associate Services for Client’s Internal Use. Sponsoring companies (such as a practice management company) that pay for Venops to offer it as a service for their clients are entitled to request reports on the current and past participation of their clients (“business associates”) from Venops. Notwithstanding the foregoing, any organization/Venops client can opt out of data sharing of that nature and such reports do not include confidential data – only participation tracking data for compliance purposes or to the extent permitted by law subject to the terms and conditions in the Agreement 

  

5. Professional Services. 

  

5.1 Fees. Professional Services will commence on a mutually agreed upon date if not immediately upon payment rendered to Venops, either through the Venosp online portal or by other payment means. Estimates provided for Professional Services performed on a time-and-material basis are estimates only and not a guaranteed time of completion. Professional Services performed on a fixed fee basis are limited to the scope of services stated in the applicable Order.  

 

5.2 Ownership of Deliverables. Professional Services do not constitute “works for hire,” “works made in the course of duty,” or similar terms under laws where the transfer of intellectual property occurs on the performance of services to a payor. Deliverables arising from the Professional Services include various reports consisting primarily of objective data collected in response to requests, investigative findings, data requests, and advisory information. You own all reports made available on your Venops dashboard (“Deliverable”). You agree that relative to you, Venops exclusively owns any and all software (including object and source code), flow charts, algorithms, documentation, adversary information, report templates, know-how, inventions, techniques, models, product and service names, Venops trademarks, ideas and any and all other works and materials developed by Venops in connection with performing the Professional Services (including without limitation all intellectual property rights therein and thereto) (collectively, the “Venops Materials”) and that title shall remain with Venops. For the avoidance of doubt, the Venops Materials do not include any Client Confidential Information or other Client provided materials or data. Upon payment in full of the amounts due hereunder for the applicable Professional Services and to the extent the Venops Materials are incorporated into the Deliverable(s), you shall have a perpetual, non-transferable (except as expressly provided in the Section entitled (Assignment), non-exclusive license to use the Venops Materials solely as a part of the Deliverable(s) for your Internal Use.  

   

6.  

  

6.1 Definitions. In connection with this Agreement, each party (“Recipient”) may receive Confidential Information of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. “Confidential Information” means non-public information in any form that is in the Recipient’s possession regardless of the method of acquisition that the Discloser designates as confidential to Recipient or should be reasonably known by the Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of this Agreement); (ii) previously known to Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties without an obligation of confidentiality.  

 

6.2 Restrictions on Use. Except as allowed in Section 6.3 (Exceptions), Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees, and contractors, including without limitation, counsel, accountants, and financial advisors (collectively, “Representatives”), its Affiliates and their Representatives, subject to the other terms of this Agreement, and in each case who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use Discloser’s Confidential Information for any purpose other than as set forth in this Agreement. Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Discloser’s Confidential Information. Within 72 hours of Recipient becoming aware of the unauthorized use, disclosure, publication, or dissemination of the Discloser’s Confidential Information while in Recipient’s control, Recipient shall provide Discloser with notice thereof.  

  

6.3 Exceptions. Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv) where requested by a regulator with jurisdiction over Recipient. In the event of such a requirement or request, Recipient shall, to the extent legally permitted: (a) give Discloser prompt written notice of such requirement or request prior to such disclosure; and (b) at Discloser’s cost, a reasonable opportunity to review and comment upon the disclosure and request confidential treatment or a protective order pertaining thereto prior to Recipient making such disclosure. If the Recipient is legally required to disclose the Discloser’s Confidential Information as part of: (x) a legal proceeding to which the Discloser is a party but the Recipient is not; or (y) a government or regulatory investigation of the Discloser, the Discloser shall pay all of the Recipient’s reasonable and actual out of pocket legal fees and expenses (as evidenced by reasonably detailed invoices) and will reimburse the Recipient for its reasonable costs and fees of compiling and providing such Confidential Information, including, a reasonable hourly rate for time spent preparing for, and participating in, depositions and other testimony.  

 

6.4 Destruction. Upon Discloser’s written request, Recipient shall use commercially reasonable efforts to destroy the Confidential Information and any copies or extracts thereof. However, Recipient, its Affiliates and their Representatives may retain any Confidential Information that: (i) they are required to keep for compliance purposes under a document retention policy or as required by applicable law, professional standards, a court, or regulatory agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back-up, security, or disaster recovery systems or procedures; provided, however, that any such retained information shall remain subject to this Agreement. Upon Discloser’s request, Recipient will provide Discloser with written confirmation of destruction in compliance with this provision.  

 

6.5 Equitable Relief. Each party acknowledges that a breach of this Section 6 (Confidentiality) shall cause the other party irreparable injury and damage. Therefore, each party agrees that those breaches may be stopped through injunctive proceedings in addition to any other rights and remedies which may be available to the injured party at law or in equity without the posting of a bond.  

  

7. Warranties & Disclaimer.

  

7.1 Product Warranty. If Client has purchased a Product, Venops warrants to Client during the applicable Subscription/Membership Term that, Venops has used industry standard techniques to prevent the Products at the time of delivery from injecting malicious software viruses into your Endpoints where the Products are installed. You must notify Venops of any warranty claim during the Subscription/Membership Term. Your sole and exclusive remedy and the entire liability of Venops for its breach of this warranty will be for Venops, at its own expense to do at least one of the following: (a) use commercially reasonable efforts to provide a work-around or correct such Error; or (b) terminate your access and use of the applicable non-conforming Product and refund the prepaid fee prorated for the unused period of the Subscription/Order Term. Venops shall have no obligation regarding Errors reported after the applicable Subscription/Membership Term. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION. 

  

7.2 Services Warranty. Venops warrants to you that it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards. You must notify Venops of any warranty claim for Services during the period the Services are being performed or prior to the conclusion of your paid Services period. Your sole and exclusive remedy and the entire liability of Venops for its breach of this warranty will be for Venops, at its option and expense, to (a) use commercially reasonable efforts to re-perform the non-conforming Services, or (b) refund the portion of the fees paid attributable to the non-conforming Services.  

 

7.3 Exclusions. The express warranties do not apply if the applicable Product or Service: (i) has been modified, except by Venops, (ii) has not been installed, used, or maintained in accordance with this Agreement or Documentation to include proper training on use of any and all compliance tools, or (iii) is non-conforming due to a failure to use an applicable Update. If any part of a Product or Service references websites, hypertext links, network addresses, or other third party locations, information, or activities, it is provided as a convenience only.   

 

7.4 No Guarantee. CLIENT ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT VENOPS DOES NOT GUARANTEE OR WARRANT THAT IT WILL FIND, LOCATE, OR DISCOVER ALL OF CLIENT’S OR ITS AFFILIATES’ SYSTEM THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS SOFTWARE, AND CLIENT AND ITS AFFILIATES WILL NOT HOLD VENOPS RESPONSIBLE THEREFOR.   

 

7.5 Venops makes every reasonable effort to drive accurate name submission of individuals and entities for screening exclusion and sanctions. Venops offers a complete knowledge base with instructions on how to avoid errors with screening, as well as offering guidance wherever possible. Venops is not liable for failure to identify potential excluded parties as a result of inaccurate or missing data provided to Venops due to improper, untrained, or negligent use. In addition, Venops cannot be held liable for errors originating from the source files of any exclusion or sanction authorities. 

  

8.  

  

8.1 Your Obligation. You are solely responsible for any damage caused to Venops, its licensors, partners and associated service providers and subcontractors, other users of the product or any other individual or legal entity as a result of Your violation of this Terms of Use. 

 

YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND KEEP INDEMNIFIED VENOPS AND ITS AFFILIATES, THEIR LICENSORS PARTNERS AND ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING ATTORNEYS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THESE TERMS OF USE OR (B) YOUR USE OR MISUSE OF THE PRODUCT. Venops reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify VENOPS. The provisions of this Section 8 shall remain in force after termination of this Terms of Use and/or termination of services/membership with Venops. 

  

8.2 Remedies. If a claim covered under this Section occurs or in Venops’ opinion is reasonably likely to occur, Venops may at its expense and sole discretion (and if Client’s access and use of an Offering is enjoined, Venops will, at its expense): (i) procure the right to allow Client to continue using the applicable Offering; (ii) modify or replace the applicable Offering to become non-infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate Client’s license or access to the affected portion of applicable Offering and refund a portion of the pre-paid, unused fees paid by Client corresponding to the unused period of the Subscription/Order Term.  

  

8.3 Exclusions. Venops shall have no obligations under this Section if the claim is based upon or arises out of: (i) any modification to the applicable Offering not made by Venops; (ii) any combination or use of the applicable Offering with or in any third party software, hardware, process, firmware, or data, to the extent that such claim is based on such combination or use; (iii) Client’s continued use of the allegedly infringing Offering after being notified of the infringement claim or after being provided a modified version of the Offering by Venops at no additional cost that is intended to address such alleged infringement; (iv) Client’s failure to use the Offering in accordance with the applicable Documentation; and/or (v) Client’s use of the Offering outside the scope of the rights granted under this Agreement.  

 

9. Limitation of Liability.

  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY FOR ANY AMOUNTS PAID OR PAYABLE TO THIRD PARTIES UNDER SECTION 8 (INDEMNIFICATION), CLIENT’S PAYMENT OBLIGATIONS, AND/OR ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR ANY LOST PROFITS, REVENUE, OR SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR (B) AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE TO VENOPS FOR THE RELEVANT OFFERING DURING THAT OFFERING’S SUBSCRIPTION/ORDER TERM. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION.  

 

10. Compliance with Laws. Each party agrees to comply with all U.S. federal, state, local and non-U.S. laws directly applicable to such party in the performance of this Agreement, including but not limited to, applicable export and import, anti-corruption and employment  Client acknowledges and agrees the Offerings shall not be used, transferred, or otherwise exported or re-exported to regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity subject to individual prohibitions (e.g., parties listed on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders) (collectively, “Designated Nationals”), without first obtaining all required authorizations from the U.S. government and any other applicable government. Both parties represents and warrants that they are not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National. 

  

11. Suspension and Termination. This Agreement shall remain effective until termination in accordance with this Section or as otherwise specified herein. Venops may immediately suspend Client’s access to, or use of, the Offerings if: (i) Venops believes that there is a significant threat to the security, integrity, functionality, or availability of the Offerings or any content, data, or applications in the Offerings; (ii) Client or Client users are in breach of Section 3.3 (Restrictions); or (iii) Client fails to pay Venops when undisputed fees are due; provided, however, Venops will use commercially reasonable efforts under the circumstances to provide Client with notice and, if applicable, an opportunity to remedy such violation prior to any such suspension. Either party may terminate this Agreement upon 30 days’ written notice of a material breach by the other party, unless the breach is cured within the 30-day notice period. Prior to termination and subject to the terms of this Agreement, Client shall have the right to access and download Client Data available per the Client’s purchased Products and data retention period in a manner and in a format supported by the Products. Upon termination of this Agreement for any reason: (a) all Client’s access and use rights granted in this Agreement will terminate; (b) Client must promptly cease all use of Offerings and de-install all Software Components installed on Client’s Endpoints; and (c) Client Data will be deleted in accordance with the data retention period purchased by Client and Section 6.4 Confidentiality; Destruction). Sections 1, 3.3, 6, 7, 8, and 11 and all liabilities that accrue prior to termination shall survive expiration or termination of this Agreement for any reason. 

  

12.

  

12.1 Entire Agreement. This Agreement constitutes the entire agreement between Client and Venops concerning the subject matter of this Agreement and it supersedes all prior and simultaneous proposals, agreements, understandings, or other communications between the parties, oral or written, regarding such subject matter.  

  

12.2 Assignment. You may not assign your rights under the Terms to any other party without Venop’s express prior written consent; Venops may assign its rights under the Terms without condition. The Terms will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. 

 

12.3 Governing Law; Venue. This Agreement, and the rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of Georgia, excluding its conflicts-of-law principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in Cobb County, Georgia, and the parties agree to service of process in accordance with the rules of such courts.  

 

12.4 Permission to List You as a Client. Unless you direct otherwise by sending an email to us at memberservices@Venops.com, which direction may be given at any time, you agree that Venops may display your company name and logo (in accordance with any trademark guidelines you provide) as a Venops client in a manner that does not suggest your use or endorsement of any specific Venops product or service.  

  

12.5 Independent Contractors; No Third Party Rights. The parties are independent contractors. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. No provision in this Agreement is intended or shall create any rights with respect to the subject matter of this Agreement in any third party.  

  

12.6 Waiver, Severability & Amendments. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of any other provision or any subsequent breach. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement may only be amended, or any term or condition set forth herein waived, by written consent of both parties.  

  

12.7 Force Majeure. Except for payment obligations, neither Venops nor Client will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party provider or utility provider, shortages, riots, fires, acts of God, war, strikes, terrorism, and governmental action. 

  

12.8 Notices. All legal notices will be given in writing to the addresses in the Order and will be effective: (i) when personally delivered, (ii) on the reported delivery date if sent by a recognized international or overnight courier, or (iii) five business days after being sent by registered or certified mail (or ten days for international mail). For clarity, Orders, POs, confirmations, invoices, and other documents relating to order processing and payment are not legal notices and may be delivered electronically in accordance with each party’s standard ordering procedures.