Last Updated on March 14, 2016
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” or “Provider”) and the company, its affiliates and subsidiaries of the signer of Venga Order Form, (hereafter “You” and “Your” or “Subscriber”).
Service: Included features are those listed on the Subscriber’s Order Form (“Service” or “Program”)
Other Optional Fees:
In addition, you agree to pay the Provider, if requested or approved by You in advance:
- $0.75 per day per Service Location for harvesting and importing of historical POS data (e.g. 360 days of data = $270)
- $100 to re-install or troubleshoot the Venga POS integration if connectivity was lost due to changes made to the POS or replacement of the POS
- $200 per hour for custom requested one-time reporting and email design services
- Additional automated custom reports, as quoted
- custom feature development, as quoted
- integration with MailChimp to automate contact record exports and track the reservations/revenue generated by each email marketing campaign
- If client signs up for MailChimp through Venga referral link: no charge
- If client does not sign up for MailChimp through Venga referral link
- One-Time Setup: $100
- Monthly: $50 for first location, $10 for each additional location
- Bulk Marketing Email Services according to below schedule, plus $99 for one-time setup:
Service Term: Your Service Term shall be 12 months commencing on the earlier of i) the date your Service has been installed and activated or ii) 5 business days after your reservation export has been initiated by OpenTable.
Service Location. Each unique physical address, point of sale server, or OpenTable location shall constituent 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.
Remote Access: During the initial installation, and from time to time to modify, upgrade, or troubleshoot Your Program, Venga may require access to Your point of sale system. To facilitate this, You will provide Venga with remote access to Your point of sale server via Log Me In or a similar remote access service as necessary.
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 without limitation the data from both Your Point of Sale System (including but not limited to information such as check number, amount, server, menu items and quantities, menu descriptions, date, and time (collectively “Check Data”)) and Your Reservations System (including but not limited to information such as reservation times, guest names, and emails (collectively “Reservation Data”)). Venga shall have the right to use such information at its discretion to track the purchases of Your Program Members and to provide You with information and analytics about Your customers. 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 Check Data and Reservation Data, and shall undertake commercial reasonable steps to protect the Check Data and Reservation 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: At the start of your Service Term, Your payment information on file will be charged for the remainder of the current calendar month on a pro-rata basis. You will be charged on the first day of each subsequent calendar month for that month’s service. At the conclusion of the Service Term Your subscription will be automatically renewed on a month to month basis at Venga’s then market rates.
You may be required to purchase an extension license from Your POS or reservation vendor in order to use the Program. You are responsible for any and all costs and modifications necessary to get Your POS or Reservation System to work with the Program’s customary configuration.
The fees referred to in this agreement are exclusive of all applicable taxes. In addition to all fees payable by You to Venga pursuant to this agreement, You shall be liable for and shall pay to Venga all sales, retail, use, goods and services, value added, excise and similar taxes, duties and charges imposed, levied or assessed by any governmental authority, whether now in force or enacted in the future, including penalties and interest, in connection with the provision of services by Venga to You pursuant to this agreement.
Advanced Technical Support: Venga will provide basic, reasonable technical and non-technical support during the first 60 days of Your program. Beyond 60 days, Venga will provide technical support, at no cost to the subscriber, for issues that are caused by changes or bugs in Venga’s Program. Any technical support that Venga provides due to changes in Your POS software or hardware configuration or requested customization for Your Program (“Advanced Technical Support”) will be billed at the Support Rate with your prior approval.
Additional Training: Venga will also provide You with written training materials for You and Your staff. At Your request, Venga can provide additional phone or in-person training which will be billed at the Training Rate with Your prior approval. Travel and other expenses incurred while providing Additional Training will be billed at cost.
Custom Reports: Venga will also provide You custom data reports at Your request on a one-time or recurring basis. Venga will provide a quote for these reports for approval.
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 Program, 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, you will lose access to the guest intelligence that Venga populated into your Reservation System. However, the Provider will provide You, upon request, with the names, email address, and phone numbers of Your Program Members.
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 Program. You may not copy or modify, create derivative works in respect of, enhance, otherwise alter or distribute any aspects of the Program. Your rights to use the Program are conditional on your compliance with the terms of this Agreement.
Email: You agree to abide by all applicable laws regarding the sending of electronic mail, including the CAN SPAM Act of 2003. Venga will maintain records of Program Members which choose to opt out of receiving emails We send on your behalf.
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 Program 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 Program 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 Program by other developers or vendors of software.
Content: “Your Content” means the Rewards, Perks, text, images, emails, text messages, video, and audio that you submit or transmit to, through, or in connection with the Program. “Your Content” does not include data received from Your POS or reservation systems, data about your Program members, or any metrics, statistics or results of your Program.
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 may use Your Content in a number of different ways, including publicly displaying it, promoting it, and distributing it. As such, you hereby irrevocably grant us and Other Media world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use Your Content, as well as any trade names, trademarks, or service marks you use in our Service, in order to permit us and our partners to promote You, Your Content, and our Service. Finally, you irrevocably waive, and cause to be waived, against us and our users any claims and assertions of moral rights or attribution with respect to Your Content.
Program Members: “Program Members” are individuals that have joined your Program or whose information and purchase data is contained in your Program .
Rewards and Perks: “Rewards” means electronic gift certificates, merchandise, menu items, event admission, etc. that your Program Members redeem in exchange for points which they have accumulated. “Perks” means special treatment and offers that your Program Members receive in exchange for their membership or achieving certain status in your Loyalty Program. You may add Rewards and Perks to your Loyalty Program at any time but may not remove Rewards or Perks without permission from Venga, which will not be unreasonably withheld. In the event that a Reward or Perk is no longer available, You agree to provide the Program Member with a similar Reward of equal or greater value. You and you alone are responsible for honoring any offers and Rewards you make through the Loyalty Program. You are responsible for the payment of any taxes arising out of the sales of any goods or services promoted through the Program. You agree to honor any Rewards or Perks earned by Program members for 6 months after Termination of the Program or as required by local laws.
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.