Last Updated on August 1, 2017
Parties: This Agreement is entered and effective on the date of signing of the between Venga, Inc. located at 500 Penn St Ave NE, Washington, DC 20002, (hereafter “We,” “Us”, “Our” or “Provider”) and the company, its affiliates and subsidiaries of the signer of Venga Order Form, (hereafter “You” and “Your” or “Subscriber”).
Service: The service and included features are defined on the Venga Order Form..
Service Term: Your Service Term shall be one year or as otherwise defined on the Subscriber’s Order Form, commencing on the Contract Start Date specified on the Order Form. After the initial Service Term, Your term of service shall be month-to-month.
Service Location: Each unique physical address, MindBody Online Location ID, or separately recognized location shall constitute a Service Location.
Service Availability: While we will make every reasonable effort to ensure that our services continue to operate, We make no warranty or representation that our services will be available at all times. In the event that that You do not receive the preponderance of the benefit of the services We are to provide to You hereunder, we may, in our discretion, provide you with a credit for future services.
Clients: “Clients” are individuals whose information and purchase data is contained in your Service.
Collection, Transmission and Use of Data: Venga may use one or more third party services to collect and store the data, each of which will abide by the guidelines herein. In order for Venga and its affiliates to provide You services, You grant Venga the right to extract, transmit, store and use the data from Your MindBody Online Site (including but not limited to data on clients, staff, classes, and purchases (collectively “Data”)). Venga shall have the right to use such information at its discretion to track the visits and purchases of Your Clients and to provide You with information and analytics about Your Clients. Venga also shall have the right to use such information at its discretion in an aggregated, non-attributed and non-identifiable manner in order to perform data analytics for You or third parties, to make service improvements or create new business offerings, to understand and identify trends, to undertake benchmarking or market evaluations, or to conduct marketing or sales functions to You or third parties.
We strive to protect the security and privacy of the Data, and shall undertake reasonable steps to protect the Data. But, our service does not process, transmit, or store PCI data or other protected individual data, and therefore PCI Data Security Standards are not applicable. PCI Compliance or any other type of certification or validation remains the responsibility of the Subscriber.
Renewal, Billing, and Pricing:
Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable
Billing Policies, Refunds, And Upgrade And Downgrade Terms
- The fees for your Subscription are billed in advance of each billing cycle.
- If you upgrade your Services, you will immediately be billed for the increased price of the upgraded Services, pro-rated to reflect the remaining duration of your billing period, and you will be billed the full amount of the then-current rate for the new Service beginning with your next billing cycle.
- If you desire to downgrade your Service, please provide written notice to firstname.lastname@example.org. The Service downgrade will take effect the first Service Term that occurs more than thirty (30) days following your notice to Us. You will not receive any refunds for payments made on your current Service Term.
- Downgrading your Services may cause the loss of account content, features, or capacity. We disclaim liability for any such loss.
- Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
- Any questions involving upgrades or downgrades to your Services can be directed to email@example.com.
Invoicing and Payment: You will provide Us with valid and updated credit card or ACH information, or alternative document reasonably acceptable to Us. If You provide credit card or ACH information to Us, You authorize Us to charge such credit card or bank account for all Purchased Services listed in the Order Form for the initial billing term and any renewal billing term(s) as set forth in this agreement. Such charges shall be made in advance, either monthly or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card or ACH debit, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
Overdue Charges: If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges will accrue an immediate late penalty at the rate of 10%, (b) may accrue additional late interest at the rate of 5% of the original balance per month, or the maximum rate permitted by law, whichever is lower, and/or (c) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the previous paragraph.
Suspension of Service and Acceleration: If any amount owed by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card or bank via ACH), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue before suspending services to You.
Taxes: Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
Future Functionality: You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
Additional Services: Venga offers several optional services above that are not included in the Service. These Additional Services include, but are not limited to, Email Design & Consulting Services ($200 per hour), Custom Reporting & Analysis (varies), Facebook Marketing (varies), and integrations with other services that You may use (fees vary). These will be billed, with your prior approval, at the rates outlined herein, in Your Order Form, or in our proposal for the requested service.
Indemnification: You shall indemnify, defend and hold harmless Us and our directors, officers, employees, shareholders and agents, from and against any and all liabilities, claims, damages, injuries or losses arising out of or relating to the Service, Venga’s Services or Your business operations (including without limitation by any user or consumer). This section shall survive the completion, expiration, termination or cancellation of this Agreement.
Termination: You may terminate the Terms of Service at any time by providing us with thirty (30) days advance written notice of termination. You will not be entitled to a refund for any amounts already paid for any services and will still be liable for any payments owed through the completion of Your Service Term. Additionally, We may close Your account, suspend Your ability to use certain portions of the Service, Your customers’ or third parties’ ability to use certain portions of the Service, and/or ban You, Your customers or third parties altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent You, Your customers or third parties from accessing Your account, the Service, Your Content, Site Content, or any other related information. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
Upon termination, Your Data will be retained and can be made available to you as requested (additional fees may apply). At any time after termination You may request in writing that your data be expunged. It is Your sole responsibility to discontinue any services that send Your data to Venga including uninstalling POS integration software.
Grant of Rights: In consideration of your consent to abide by the terms of this Agreement, Venga grants you the non-exclusive, non-transferable right to use the Service. You may not copy or modify, create derivative works in respect of, enhance, otherwise alter or distribute any aspects of the Service. Your rights to use the Service are conditional on your compliance with the terms of this Agreement.
Email and SMS Messaging: You agree to abide by all applicable laws regarding the sending of electronic mail and SMS messages, including the CAN SPAM Act of 2003.
Ownership and Copyright: Venga (and/or its third party licensors and suppliers) retain all right, title and interest in and to the Service. The Service is licensed, not sold, and all rights not expressly granted in this Agreement are reserved by Venga (and/or its third party licensors and suppliers). The Service and accompanying written materials and collateral (if any) (“Materials”) are protected by United States copyright laws and international treaty provisions. Venga and its licensors and suppliers own and retain all right, title and interest in and to the Service and Materials, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. You acknowledge that your possession, installation, or use of the Service does not transfer to you any title to the intellectual property in the Service, and that you will not acquire any rights to the Service except as expressly set forth in this Agreement.
Trade Secrets and Confidentiality: You agree with Venga that the Service contains information or material which is proprietary to Venga (and/or its third party licensors and suppliers) (“Confidential Information”), which is not generally known other than by Venga, and which you may obtain knowledge of through, or as a result of the relationship established hereunder with Venga. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, know-how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks). You also agree and acknowledge that such Confidential Information has been developed and obtained by Venga (and/or its third party licensors and suppliers) by the investment of significant time, effort and expense, and provides Venga with a significant competitive advantage in its business. You agree that you shall not make use of the Confidential Information for your own benefit or for the benefit of any person or entity other than Venga, except as expressly authorized in this Agreement and not for any other purpose. You agree to hold in confidence, and not to disclose or reveal to any person or entity, the Service or any other Confidential Information concerning the Service other than to such persons as Venga shall have specifically agreed in writing to permit you to so disclose. You agree and acknowledge the purpose of this paragraph entitled “Trade Secrets and Confidentiality” is to protect Venga’ ability to limit the use of the data and the Service generally to licensees, and to prevent use of Confidential Information concerning the Service by other developers or vendors of software.
Your Content: “Your Content” means the text and images that you submit or transmit to, through, or in connection with the Service. “Your Content” does not include data received from Your MindBody Online site, data about your Clients, or any metrics, statistics or results of your Service.
You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You may not imply that Your Content is in any way sponsored or endorsed by Venga.
Our Right to Use Your Content: We have the right to use Your Content for the sole purposes of meeting our obligations hereunder to provide the Services to You. Prior to using Your Content for any other purpose we will seek your written consent which may be withheld at your discretion.
Accuracy of Data: The financial and operational data We provide to you via the Venga website and dashboards may not contain all types of transactions and adjustments and therefore should not be used for the purposes of accounting, tax or regulatory filings.