BY
ACCESSING AND/OR USING ANY OF VENDIA’S SERVICES, YOU (HEREINAFTER REFERRED TO
AS THE “CUSTOMER”) ARE HEREBY ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THE
VENDIA TERMS OF USE (HEREINAFTER REFERRED TO AS THE “AGREEMENT”). IF YOU DO NOT
AGREE TO THIS AGREEMENT IN ITS ENTIRETY, SANS A FULLY EXECUTED SEPARATE
AGREEMENT BETWEEN YOU AND VENDIA, YOU MAY NOT ACCESS AND/OR USE ANY OF VENDIA’S
SERVICES. YOU AGREE YOU’RE YOUR ACCEPTANCE OF THIS AGREEMENT SHALL BE AS
ENFORCEABLE AS A WRITTEN AGREEMENT EXECUTED BY YOU AND VENDIA.
FOR
ANY EMPLOYEE, CONTRACTOR, OR AGENT OF A LEGAL BUSINESS ENTITY, YOU MUST BE AN
AUTHORIZED REPRESENTATIVE OR AUTHORIZED SIGNATORY WHO MAY BIND SAID LEGAL
BUSINESS ENTITY IN ORDER TO ACCEPT THIS AGREEMENT, AND BY ACCEPTING THE
AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. ANY
AND ALL RIGHTS GRANTED UNDER THE AGREEMENT ARE CONTINGENT UPON ACCEPTANCE BY AN
AUTHORIZED REPRESENTATIVE OR AUTHORIZED SIGNATORY AND SHALL BE CONSIDERED NULL
AND VOID OTHERWISE.
AGREEMENT
The
Vendia Terms of Use (hereinafter, the “Agreement”) are entered into by and
between Vendia, Inc. (see Section 17 – Definitions for this and other
capitalized defined terms) and the entity or person placing an order for,
using, and/or accessing any of Vendia’s Services (hereinafter, “Customer” or “You”).
This Agreement consists of the terms and conditions set forth below and any
attachments, addenda or exhibits referenced in this Agreement, and any Order
Forms that reference this Agreement.
The
“Effective Date” of this Agreement is the date which is the earlier of (a)
Customer’s initial access to any of Vendia’s Services through any online provisioning,
registration, or order process or (b) the effective date of the first Order
Form governed by this Agreement. This Agreement shall also govern Customer’s
initial purchase on the Effective Date as well as any future purchases made by
Customer through any Order Form governed by this Agreement.
At
any time, and for any reason, Vendia may modify this Agreement. Unless
otherwise specified by Vendia, all changes become effective for the Customer
upon renewal of the then-current Term or upon the effective date of any Order
Form subsequently after the updated version of this Agreement goes into effect.
Vendia will use commercially reasonable efforts to notify Customer of any
changes through communications via Customer’s account, email, or any other
means. Customer may be required to click to accept or otherwise agree to the
updated version of this Agreement prior to renewing any Term or upon the
effective date of a subsequent Order Form. Notwithstanding the foregoing, and
in any event, continued use of any of Vendia’s Services after the
aforementioned updated version of this Agreement goes into effect will
automatically constitute Customer’s acceptance of such updated version.
a. Generally. Customer
may access and use the Services in accordance with this Agreement. Customer
will comply with the Agreement’s terms and conditions in addition to all laws, rules,
and regulations applicable to Customer’s use of the Services; Customer is
responsible for evaluating and monitoring Customer Data and its compliance with
the same, or any other requirements that Customer or Customer Data may be
subject to.
b. If Customer obtains any software
(exclusive of public Github repository content) from Vendia or any third-party
licensors in connection with the Services, Customer may not transfer such
software outside of the Services without prior approval from Vendia.
c. Customer must comply with the current
Documentation applicable to the Services (including applicable developer
guides) posted at the following link: https://www.vendia.com/legal (“Vendia
Site”).
d. Customer agrees to follow any
technical, operational, or development guidelines issued by Vendia with respect
to interacting with the Services and associated APIs.
e. Customer will provide information or
other materials related to any and all data provided by Customer to Vendia to
enable the provisioning of the Services (“Customer Data”) and including copies
of any client-side applications as reasonably requested by Vendia to verify
Customer’s compliance with this Agreement. Customer will cooperate with Vendia
to identify the source of any problem with the Services that Vendia believes
may be attributable to Customer Data or any end user materials that Customer
controls.
a. Subject to this
Agreement’s terms, Vendia will use commercially reasonable efforts to provide
Customer the Services as well as any applicable technical support services in
accordance with the Service Level Agreement (“SLA”) located at: https://www.vendia.com/legal. As part of the registration process, Customer will
identify one or more administrative usernames (which may be email addresses
owned by the Customer) and associated passwords for Customer’s Vendia account(s)
and optionally for additional business partners with which Vendia does
business. Vendia reserves the right to refuse registration of, or cancel,
passwords it deems inappropriate. Customer accepts the responsibility of
keeping all email addresses designated as user identification in connection
with Vendia Share current and valid at all times and agrees that Vendia shall
have no liability with respect to the accuracy of such user identification
beyond their association with Vendia-maintained passwords for identification
purposes.
b. Service Level Agreements. Vendia
may change, discontinue, or add SLAs from time to time in accordance with this
Agreement.
c. Data Protection. Customer
agrees to take all necessary steps to abide by and remain in compliance with
the Data Processing Addendum (“DPA”) located at: https://www.vendia.com/legal, as
well as any other applicable data or consumer privacy laws if Customer stores
personal data (or code that operates on such data) while using the Services. Customer acknowledges their role as Controller and Vendia’s
role as Processor with respect to the DPA. Following closure of the Customer’s account, Vendia
will delete Customer Data except as otherwise provided in this Agreement or the
Documentation or Service Terms for the applicable Service Offering.
In connection with this Agreement,
each party will comply with all applicable import, re-import, sanctions,
anti-boycott, export, and re-export control laws and regulations, including all
such laws and regulations that apply to U.S. companies, such as the Export Administration
Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and
economic sanctions programs implemented by the Office of Foreign Assets Control
(OFAC). For clarity, Customer is solely responsible for compliance related to
the manner in which Customer chooses to use the Services, including Customer’s
transfer and processing of Customer Data, the provision of Customer Data to any
of its personnel or end users, and the CSP region in which any of the foregoing
may occur. Customer represents and warrants that Customer and Customer’s
financial institutions, or any party that owns or controls Customer or
Customer’s financial institutions, are not subject to sanctions or otherwise
designated on any list of prohibited or restricted parties, including but not
limited to the lists maintained by the United Nations Security Council, the
U.S. Government (e.g., the Specially Designated Nationals List and Foreign
Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List
of the U.S. Department of Commerce), the European Union or its Member States,
or other applicable government authority.
Vendia and Customer are independent
contractors, and this Agreement will not be construed to create a partnership,
joint venture, agency, or employment relationship. Neither party, nor any of
their respective Affiliates, is an agent of the other for any purpose or has
the authority to bind the other. Both parties reserve the right to: (a) develop
or have developed for its benefit any products, services, concepts, systems, or
techniques that are similar to or compete with the products, services,
concepts, systems, or techniques developed or contemplated by the other party,
and (b): assist third party developers or systems integrators who may offer
products or services which compete with the other party’s products or services.
a.
Customer will not directly or indirectly: reverse engineer,
decompile, disassemble or otherwise attempt to discover, access, or modify the
Software; modify, translate, or create derivative works based on the Services
or any Software, except to the extent expressly permitted by Vendia or
authorized within the Services; use the Services or any Software for time
sharing or service bureau purposes or otherwise for the benefit of a third
party outside of this Agreement; or remove any proprietary notices or labels
pertaining to the Services or any Software.
Customer shall not
engage in DDOS, penetration testing ("Pen Test"), security
vulnerability testing, stress, or benchmark testing (each, a “Benchmark”), or
other forms of usage outside of normal development and production and shall not
make public metrics of such benchmarking activities without obtaining prior written
permission from Vendia.
b. Customer may not remove or export from the
United States or allow the export or re-export of the Services, Software or
anything related thereto, or any direct product thereof in violation of any
restrictions, laws or regulations of the United States Department of Commerce,
the United States Department of Treasury Office of Foreign Assets Control, or
any other United States or foreign agency or authority. As defined in FAR
2.101, the Software and Documentation are “commercial items;” and according to
DFARS 252.2277014(a)(1) and (5) are deemed to be “commercial computer software”
and “commercial computer software documentation.” Consistent with DFARS
227.7202 and FAR 12.212, any use, modification, reproduction, release,
performance, display, or disclosure of such commercial software or commercial
software documentation by the U.S. Government will be governed solely by the
terms of this Agreement and will be prohibited except to the extent expressly
permitted by this Agreement.
c.
Customer
will use the Services only in compliance with Vendia’s Acceptable Use Policy,
Vendia Privacy Policy, the Service Terms, all restrictions described in the
Documentation and on the Vendia Site, and any other policy or terms referenced
in or incorporated into this Agreement and all applicable laws and regulations
(“Policies”). Policies may be
updated by Vendia on the Vendia Site from time-to-time to the extent that such
updates do not detrimentally affect the Customer. Although Vendia has no
obligation to monitor Customer’s use of the Services, Vendia may do so remotely
at any time and may prohibit any use of the Services that Vendia believes may
be (or alleged to be) in violation of Section 5 of this Agreement without prior
notice to Customer.
a. Vendia Security. Vendia will implement reasonable and appropriate measures designed to help Customer secure Customer Data against accidental or unlawful loss, access, or disclosure.
b. Customer may
specify the Cloud Service Provider(s) (“CSP(s)”) and region(s) in which
Customer Data will be stored. Customer consents to the storage of Customer Data
in, and transfer of Customer Data into, all CSP regions Customer selects. If
Customer uses the Services to create data sharing relationships with others
(“Partners”), Customer consents to the transfer of Customer’s data to, and
Customer’s data from, the CSPs and regions in which Customer’s Partners
operate. Vendia will not access or use Customer Data except as necessary to
maintain or provide the Services, or as necessary to comply with the law or a
binding order of a governmental body. Vendia will not disclose Customer Data to
any government or third party or move Customer Data from the CSP regions
selected by Customer (except to perform the data sharing relationships with
Customer’s Partners as Customer have requested of Vendia’s Services); except in
each case as necessary to comply with the law or a binding order of a governmental
body. Unless the notice given by Vendia would violate the law or a binding
order of a governmental body, Vendia will give Customer notice of any legal
requirement or order referred to in this Section 6.
Vendia will only use Customer’s information about Customer that Customer
provides in connection with the creation or administration of Customer’s
account (“Account Information”) as
described in Vendia’s Privacy Policy, and Customer consents to such usage. The
Privacy Policy does not apply to Customer Data.
c. Service Attributes. To provide billing
and administration services, Vendia may process Service usage data related to
Customer’s account, such as resource identifiers, metadata tags, security and
access roles, rules, usage policies, permissions, usage statistics and
analytics (“Service Attributes”) in
the CSP region(s) where Customer uses the Services and the CSP regions in the
United States. To provide Customer with support services initiated by Customer
and to aid in the investigation of fraud, abuse, or violations of this
Agreement, Vendia may process Service Attributes in any geographical locations
where Vendia maintains its support and investigation personnel.
a. Each party (the “Receiving Party”) understands that the other party (the “Disclosing
Party”) has disclosed or may disclose non-public business, technical or
financial information relating to the Disclosing Party’s business (hereinafter
referred to as “Proprietary Information”).The Receiving Party agrees: (i) to
take reasonable precautions to protect such Proprietary Information, and (ii)
not to use (except in performance of the Services or as otherwise permitted
herein) or divulge to any third person any such Proprietary Information. The
Disclosing Party agrees that the foregoing shall not apply with respect to any
proprietary information after five (5) years following the disclosure thereof
or any information that the Receiving Party can document: (a) is or has become
generally available to the public, or (b) was in Receiving Party’s possession
or known by Receiving Party prior to receipt from the Disclosing Party, or (c)
was rightfully disclosed to Receiving Party without restriction by a third
party, or (d) was independently developed without use of any Proprietary
Information of the Disclosing Party or (e) is required to be disclosed by law.
b. Customer represents and warrants to Vendia
that: (a) Customer or its licensors own all right, title, and interest in and
to Customer Data and Suggestions; (b) Customer has all rights in Customer Data
and Suggestions necessary to grant the rights contemplated by this Agreement;
and (c) none of Customer Data or End Users’ use of Customer Data or the
Services will violate any Policies.
c. Customer
shall own all rights, title, and interest in and to the Customer Data and all
intellectual property rights therein. Vendia shall own and retain all right,
title and interest in and to: (a) the Services and Software, all improvements, enhancements,
or modifications thereto, (b) any software, applications, inventions, or other
technology developed in connection with support, and (c) all intellectual
property rights related to any of the foregoing. Vendia grants Customer a
limited, royalty-free, revocable, non-exclusive, non-sublicensable,
non-transferable, worldwide license to copy and use the Documentation solely in
connection with Customer’s permitted use of the Services during the Term.
Customer obtains no other rights under this Agreement or such license from
Vendia, its Affiliates or suppliers to the Services and Documentation,
including any related intellectual property rights. Notwithstanding anything to
the contrary, Vendia shall have the right to collect and analyze any data and
other information relating to the provision, use and performance of various
aspects of the Services and related systems and technologies (including,
without limitation, analytical information concerning Customer Data and data
derived therefrom), and Vendia will be free (during and after the Term) to use
such information and data to improve and enhance the Services and for other
development, diagnostic and corrective purposes in connection with the Services
and other Vendia offerings; Vendia may also disclose such data solely in
aggregate, anonymized or other de-identified form in connection with Vendia’s
business. No rights or licenses are granted except as expressly set forth
herein.
d. Suggestions. If Customer provides any
Suggestions, Vendia will be entitled to use these without restriction or attribution.
Customer hereby irrevocably assigns to Vendia all rights, title, and interest
in and to the Suggestions and agrees to provide Vendia any assistance that
Vendia requires to document, perfect, and maintain Vendia’s rights in the
Suggestions.
a. Customer
will pay Vendia the fees and charges outlined in the Order Form for the
Services in accordance with the terms and conditions set therein (“Fees”). If
Customer’s use of the Services exceeds the Service Capacity set forth on the
Order Form or otherwise requires the payment of additional fees and charges per
this Agreement’s terms, Customer shall be billed for such usage and Customer
agrees to pay the additional fees and charges in the manner disclosed in this
Agreement, provided, however, that Vendia shall notify Customer once Customer
uses ninety percent (90%) of Customer’s allotted Service Capacity. Vendia reserves
the right to change the Fees and charges and to institute new Fees at the end
of the Initial Service Term (as specified in the Order Form) or then-current
renewal term upon thirty (30) days prior written notice to Customer (which may
be sent by Vendia through email). If Customer believes that Vendia has billed
Customer incorrectly, Customer must contact Vendia no later than sixty (60)
days after the closing date on the first billing statement in which the error
or problem appeared, in order to receive an adjustment or credit. Inquiries
should be directed to Vendia’s customer support department, which can be
reached at the following email address: [email protected].
b. Vendia may choose
to bill through an invoice, in which case, full payment by Customer for Fees
and charges under invoices issued in any given month must be received by Vendia
thirty (30) days after receipt of such an invoice. Unpaid Fees and charges
outstanding more than thirty (30) days are subject to a finance charge of 2%
per month on any outstanding balance, or the maximum permitted by law,
whichever is lower, plus all expenses of collection and may result in immediate
termination of the Services. If Customer’s account is in arrears by more than
thirty (30) days following the date of an invoice from Vendia, Customer agrees
to promptly provide full payment to Vendia for all unpaid Fees and that Vendia
may suspend Customer’s use of Services until all unpaid Fees are paid in full.
c. Taxes. Each
party will be responsible, as required under applicable law, for identifying
and paying all taxes and other governmental fees and charges (and any
penalties, interest, and other additions thereto) that are imposed on that
party upon or with respect to the transactions and payments under this
Agreement.
a. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the subsequent Order Form and shall be automatically renewed for subsequent twelve (12) month periods (each, a “Renewal Term”), unless either party provides a written notice of termination at least thirty (30) days prior to the end of the Initial Service Term or the then-current Renewal Term. The Initial Service Term and any Renewal Terms shall be collectively referred to as the “Term.”
b. Termination for Cause:
(i) By Either Party. Either party may terminate this
Agreement for cause if the other party is in material breach of this Agreement and
the material breach remains uncured for a period of 30 days from receipt of
cure notice by the other party. In the event of such termination, Customer
shall close its account no later than the Termination Date.
(ii) By Vendia. Vendia may also
terminate this Agreement immediately upon notice to Customer: (A) for cause if
Customer breaches Section 5 of this Agreement; or (B) in order to comply with
applicable law or requests of governmental entities.
c. Effect of Termination.
(i) Generally. Upon the Termination Date, except as otherwise
provided in Section 9, all Customer rights under this Agreement immediately
terminate; Customer shall remain responsible for all Fees Customer has incurred
through the Termination Date and is responsible for any Fees Customer incurs
during the post-termination period described in Section 9. Additionally,
Customer shall immediately return or, if instructed by Vendia, destroy all
Documentation in its possession.
d. Post-Termination.
Unless Vendia terminates Customer’s use of the Services pursuant to Section
9, during the 30 days following the Termination Date, Vendia will not take
action to remove from the Services any Customer Data as a result of the
termination; Vendia will allow Customer to retrieve Customer data from the
Services, for up to 30 days from the notice of termination, and only if
Customer has paid all Fees due under this Agreement. For any use of the
Services after the Termination Date, the terms of this Agreement will continue
to apply, and Customer shall pay the applicable Fees at the rates as outlined
under Section 8 of this Agreement.
e. All
sections of this Agreement which by their nature should survive termination
will survive termination, including, without limitation, accrued rights to
payment, confidentiality obligations, warranty disclaimers, and limitations of
liability.
Vendia shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Vendia or by third-party providers, or because of outside causes beyond Vendia’s reasonable control, but Vendia shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. NOTWITHSTANDING, VENDIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND VENDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON OR AN INTELLECTUAL PROPERTY CLAIM, VENDIA AND CUSTOMER AND THEIR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VENDIA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT VENDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Vendia shall defend, indemnify and hold Customer harmless from and against any and all loss, damage, fines or costs (including reasonable attorneys’ Charges and costs of suit) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer arising out of or related infringement by the Service or Software of any patent or any copyright or misappropriation of any trade secret or other intellectual property right (“IP Claim”), provided Vendia is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Vendia will not be responsible for any settlement it does not approve in writing, such approval not to be unreasonably withheld or delayed. The foregoing obligations do not apply with respect to portions or components of the Service to the extent (i) supplied by Customer, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified by Customer after delivery by Vendia, (iv) combined with other products, processes or materials where the alleged infringement is a direct result of such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement and such misuse is the direct cause of the IP Claim. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Vendia to be infringing, Vendia may, at its option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Service; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid and unused Fees for the Service.
Neither party shall be liable to the other party for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the affected party’s reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, pandemics, acts or orders of government, acts of terrorism, or war.
This Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. Any action or proceeding seeking to enforce any provisions of, or based on any right or claim arising out of this Agreement will be brought against Vendia or Customer exclusively in the federal or state courts located in San Francisco, California, and both parties’ consent to the jurisdiction of such courts in any such action or proceeding and therefore waives any objection to such venue.
This Agreement is not assignable, transferable, or sublicensable by Customer except with Vendia’s prior written consent, which shall not be unreasonably withheld or delayed. Vendia may transfer and assign any of its rights and obligations under this Agreement without Customer’s prior written consent.
If
any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that
this Agreement will otherwise remain in full force and enforceable.
Notwithstanding anything in this Agreement to the contrary, there shall be no
force or effect to any different terms of any related purchase order or similar
form even if signed by the parties after the date hereof. This Agreement is the
complete and exclusive statement of the mutual understanding of the parties and
supersedes and cancels all previous written and oral agreements, communications
and other understandings relating to the subject matter of this Agreement, and
that all waivers and modifications must be in a writing signed by both parties,
except as otherwise provided herein. No agency, partnership, joint venture, or
employment is created as a result of this Agreement and neither the Customer
nor Vendia have any authority of any kind to bind the other in any respect
whatsoever. In any action or proceeding to enforce rights under this Agreement,
the prevailing party will be entitled to recover costs and attorneys’ fees. All
notices under this Agreement will be in writing and will be deemed to have been
duly given when received, if personally delivered; when receipt is
electronically confirmed, if transmitted by facsimile or e-mail; the day after
it is sent, if sent for next day delivery by recognized overnight delivery
service; and upon receipt, if sent by certified or registered mail, return
receipt requested. All notices sent to Vendia must be sent to [email protected].
All notices sent to the Customer must be sent to the Customer’s email address,
as provided in a subsequent Order Form. All communications and notices made or
given pursuant to this Agreement must be in the English language. If Vendia
provides a translation of the English language version of this Agreement, the
English language version of this Agreement will control if there is any
conflict.
“Affiliate” means any
entity which owns or controls, is owned or controlled by, or is under common
ownership or control with respect to either Party.
“Documentation”
means any content we or any of our Affiliates make available in connection with
the Services or on the Vendia Site to allow access to and use of the Services,
including APIs; technical documentation; sample code; software libraries;
command line tools; proofs of concept; templates; and other related technology
(including any of the foregoing that are provided by our personnel).
Documentation does not include the Services.
“Order Form” means any
order form outlining the Fees for the provisioning of Services by Vendia for
Customer.
“Services”
means the services made available by Vendia and provided to Customer, including
those services described in the Product Service Terms. The Services are
comprised of: Vendia Share, Vendia Site, Application Programming Interfaces
(API), Command Line Interfaces (CLI), Documentation, Graphical User Interfaces
(GUI), Software Development Kits (SDK) and/or other tools provided by Vendia.
“Service Offering” means
a particular Service or set of Services provided by Vendia under this
Agreement, with each Service Offering having its own corresponding SLA and
Service Terms.
“Service Terms” means
the additional terms and conditions applicable to a particular Service Offering
that Vendia may post on the Vendia Site, as may be updated by Vendia from time
to time.
“Software”
means any source code, object code, underlying structure, idea, know-how or
algorithm that is relevant to the Services; shall additionally mean any
software, Documentation, or data related to the Services.
“Suggestions”
means all suggested improvements to the Services that Customer provides to
Vendia, including all comments made on public forums or other public or
multi-user communication channels Vendia owns or operates, and all material
uploaded to (or commented on) in any public repository Vendia owns or operates,
whether in reference to Documentation or not. Suggestions include, but are not
limited to, code samples, suggested revisions, comments related to the Services
or their features, and discussions of performance or other service
characteristics.
Credit: Credits
enable use of Vendia Share and represent any action on data as a result of user
activity. Credits are a unit of measure that represent the heaviness of an
action. The credits incurred for a given activity are detailed in the Usage
Credit table.
Data Transfer: The
payload of data read during a file read or shared in a write across all
receiving “Nodes.” Data transfer amount is calculated as the cumulative amount
of data shared, i.e., the payload, for a given activity (file size x # partners
shared with each write).
Data Type: The
type of data, i.e., scalar or file, which is stored and acted on. Actions on
each data type use varying credits given activity on files is heavier than that
on data. Data storage fees will vary based on the data type that is stored
based on the terms determined by each cloud service provider.
Activity:
Indicates transactions which occur on Vendia Share either as a result of direct
or indirect instructions by a customer. Below outlines the type of activities
that are relevant for pricing.
Read Data, “a read”: Each
query submitted to any “Node’s” GraphQL HTTPS endpoint and each blob storage
‘GET’ constitutes a read transaction. Multi-part blob downloads are billed as
independent reads.
Write Data, “a write”: Each
mutation transaction submitted to the GraphQL HTTPS endpoint constitutes a
write.
Receive Shared Data, “a
share”: Each mutation transaction invoked as part of the
replication of data to other “Nodes” in the Uni counts as a receipt of shared
data. Only data that is permitted to the receiving party, including explicitly
partially permissioned with ACLs, or implicitly permitted with the exclusion of
ACLs, is considered received data.
Connector - Messages: Any
message sent to cloud services (e.g. AWS Lambda or Azure Event Grid) initiated
by Block Notifications as a result of activity on Vendia Share.
Connectors - Enterprise: A data
layer that sends data in, or out, of Vendia Share based on triggers of actions,
to data stores or other Enterprise business applications.
Data
Storage Fees
Data stored on the Vendia Share
platform is subject to storage fees for scalar and file data based on the
selected cloud service provider (“CSP”) and region of the Customer’s “Node.”
Data storage fees are calculated based on the consumed GB-month, as specified by
the “CSP, plus an additional 10% management fee.
Data Transfer Fees
Data transfer fees are pass-through as billed by the cloud
service provider of the Customer’s selected “Node” for any amount of data
transferred above the “Shared Data Transfer Limit.”
Shared Data Transfer Limit
indicates the amount of data, in gigabytes (GB) that can be shared,
cumulatively across the network, in a single write activity before being
subject to additional data transfer fees. Data transfer amount is calculated as
the the cumulative amount of data shared, i.e., the payload, for a given
activity (file size x # partners shared with each writer).
Any data transferred as a result of reading files, or
greater than the “Standard Data Transfer Limit” for data writes (scalar or
files), is pursuant to pass-through data transfer fees as specified by the
hosting cloud service provider (“CSP”) and region of the sharing “Node.”