Last Updated on April 25, 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 one (1) month from 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, point of sale server, reservation system, 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.
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 or reservation system. To facilitate this, You will provide Venga with remote access to Your point of sale server via LogMeIn or a similar remote access service as necessary. You may also be required to whitelist the IP addresses of Venga and our partners to allow for communication with your systems.
Program Members: “Program Members” are individuals whose information and purchase data is contained in your Program .
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 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 Reservation or Waitlist 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.
The initial integration with your point of sale system, if applicable, is covered by your setup fees as outlined in the order form. Should it required to reinstall the integration due to a change in hardware or configuration Venga will charge a fee of $99 per incident.
We strive to protect the security and privacy of the Check Data and Reservation Data, and shall undertake 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 execution of this contract, your payment information on file will be charged for the initial setup and installation costs. You will then be charged on the monthiversary of this contract and each subsequent calendar month for the month’s service. Charges for historical data collection and any other one time charges will be billed upon completion of the work. Late or declined payments are subject to a 5% penalty plus an additional 5% penalty every 30 days after the due date.
At the conclusion of the Service Term, your subscription will be automatically renewed on a month to month basis at your current rate plus five percent (5%) to be adjusted annually thereafter. Additional services or service locations may be added to this contract at any time at the request of the subscriber either verbally or in writing and will be billed at Our market prices at that time.
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.
Third Party Fees: You are responsible for any and all costs and modifications necessary to get Your POS and/or Reservation System to work with the Program's customary configuration. This may involve modifying your network configuration to allow for communication with Venga and our integration partners, the cost of which you will be responsible for. You may be required to purchase an extension or API license from Your POS vendor in order to use the Program. The current known list of POS vendors that charges extension or API fees is:
You may also be required to pay API fees by your reservation system provider (e.g. OpenTable). Please contact your reservation system’s account representative for more information.
Additional Services: Venga offers several optional services above that are not included in the Service. These Additional Services include, but are not limited to, Historical POS Data Collection ($0.75 per day per location), 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 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, Your data, including but not limited to Check Data and Reservation 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 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. If you elect to use Venga’s white-labeled bulk email marketing service You agree to abide by the terms of service for that product which are available at campaigner.com/legal/terms.aspx
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.
Your Content: "Your Content" means the text and images 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 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.