Services Agreement

Vendia Services Agreement

Last updated: November 26, 2021

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

The Vendia Services Agreement is a contract that governs our customers’ use of the Vendia services. It consists of the following documents:

General Terms

(Last updated: November 26, 2021)

This Vendia Services Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of our Services (as defined below) and is an agreement between Vendia, Inc. (also referred to as “Vendia,” “we,” “us,” or “our”) and you or the entity you represent (referred to as “you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Services (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 15 for definitions of certain capitalized terms used in this Agreement.

1. Use of the services

1.1 Generally. You may access and use the Services in accordance with this Agreement. Service Level Agreements and Service Terms apply to certain Service Offerings (all as defined below). You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Services.

1.2. You may not transfer outside the Services any software (exclusive of public Github repository content) you obtain from us or third party licensors in connection with the Services without specific authorization to do so.

1.3. You must comply with current technical documentation applicable to the Services (including applicable developer guides) posted on the Vendia Site.

1.4 You agree to follow any technical, operational, or development guidelines issued by Vendia with respect to interacting with the Services and associated APIs.

1.5. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.

1.6. If you upload software (such as a smart contract) to the Services, you agree that you have, and can provide upon request to us or our agents, clear license and title to use the software in that manner. Similarly, for any data you upload to the Services you agree you are not in violation of content, usage, or other licenses, restrictions, laws, copyrights, or regulations through the creation, possession, or usage of such data.

1.7. You agree your communications with Vendia regarding your applications, data, usage, billing, and all other matters will be accurate and complete.

1.8 In the event of a serious security or operational event, you agree to reasonable and timely cooperation to prevent damage to Vendia or its customers by applying patches, upgrading services, or similar activities when directed by us.

1.9. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services and Vendia Content (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

1.10. You agree not to engage in DDOS, “pen tests”, security vulnerability testing, stress, or benchmark testing (each, a “Benchmark”), or other forms of usage outside of normal development and production use without written permission from us.

1.11. In the course of deploying and using the Services, you may need to provision, deploy, or operate additional public cloud services and resources for which you will be billed directly. You agree to abide by the terms of the cloud vendor service agreement (and any other applicable agreements) and to financial responsibility for your use of those services.

1.12. When you use a Service, you may be able to use or be required to use one or more other Services (each, an “Associated Service”), and when you use an Associated Service, you are subject to the terms and fees that apply to that Associated Service.

1.13. If you process the personal data of End Users or other identifiable individuals in your use of a Service, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.

1.14. If you have been charged for a Service Offering for a period when that Service Offering was unavailable or operating with reduced capacity, you may be entitled to a service credit. The Service Level Agreement (“SLA”) for that Service Offering shall determine the nature and extent of any such credit.

1.15. You agree to prompt and full payment of Vendia charges and that we may suspend your use of our Services if your account is in arrears by more than 30 days.

1.16. Data protection

2. Changes

2.1. To the services

We may change or discontinue any of the Services from time to time. We will provide you at least 6 months prior notice if we discontinue material functionality of a Service Offering that you are using, and at least 3 months prior notice if we materially alter a customer-facing API that you are using in a backwards-incompatible fashion.

2.2 To the service level agreements

We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 13.

3. Security and data privacy

3.1 Vendia security

We will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

3.2 Data privacy

You may specify the cloud service provider(s) (the “CSP”) and region(s) in which Your Content will be stored. You consent to the storage of Your Content in, and transfer of Your Content into, all CSP regions you select.

3.3 Service attributes

To provide billing and administration services, we may process Service Attributes in the CSP region(s) where you use the Services and the CSP regions in the United States. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.

4. Your responsibilities

4.1 Your accounts

Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.

4.2 Your content

You will ensure that Your Content and your and End Users’ use of Your Content or the Services will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

4.3 Your security and backup

You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection.

4.4 Log-In credentials and account keys

Vendia log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

4.5 End users

You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Services. You are responsible for End Users’ use of Your Content and the Services.

5. Fees and payment

5.1 Service fees

We calculate and bill fees and usage-related charges monthly. You will pay us the applicable fees and charges for use of the Services as described on the Vendia Site using one of the payment methods we support.

5.2 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.

6. Temporary suspension

6.1 Generally

We may suspend your or any End User’s right to access or use any portion or all of the Services immediately upon notice to you if we determine:

  1. your or an End User’s use of the Services poses a security risk to the Services or any third party;
  2. you are, or any End User is, in breach of this Agreement;
  3. you are in breach of your payment obligations under Section 5;
  4. you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
6.2 Effect of suspension

If we suspend your right to access or use any portion or all of the Services:

  1. you remain responsible for all fees and charges you incur during the period of suspension; and
  2. you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

7. Term; termination

7.1 Term.

The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7.

7.2 Termination

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 notice by the other party.

7.3 Effect of termination

Upon the termination date:

  1. all your rights under this Agreement immediately terminate;
  2. you remain responsible for all fees and charges you have incurred through the Termination Date;
  3. you will immediately return or, if instructed by us, destroy all Vendia Content in your possession; and

8. Betas and previews

8.1. This Section 8 describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Vendia that are not yet generally available, including, but not limited to, any products, services, or features labeled “alpha”, “beta”, “preview”, “pre-release”, “demo”, “prototype”, “early access”, or “experimental”, and any related Vendia Content.

8.2. You must comply with all terms related to any Beta Service as posted on the Vendia Site or otherwise made available to you.

8.3. Vendia may suspend or terminate your access to or use of any Beta Service at any time.

8.6. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS.

9. Proprietary rights

9.1 Your content

Except as provided in this Section 9, we obtain no rights under this Agreement from you (or your licensors) to Your Content.

9.3 Intellectual property license

The Services, Vendia Content, and all related technology and intellectual property rights are the proprietary information of Vendia. Vendia grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferable license to copy and use the Vendia Content solely in connection with your permitted use of the Services during the Term.

9.4 Restrictions

Neither you nor any End User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement.

10. Indemnification

10.1 General

You will defend, indemnify, and hold harmless us, our licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning:

(a) your or any End Users’ use of the Services (including any activities under your Vendia account and use by your employees and personnel);

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED.

12. Limitations of liability

WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Modifications to the Agreement

We may modify this Agreement (including any Policies) at any time by posting a revised version on the Vendia Site or by otherwise notifying you in accordance with Section 14.10.

14. Miscellaneous

14.1 Assignment

You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent.

14.2 Entire agreement

This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement.

14.3 Force majeure

We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control.

15. Definitions

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Vendia account.

“End User” means any individual or entity that directly or indirectly through another user:

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Policies” means the Acceptable Use Policy, Privacy Notice, the Service Terms, all restrictions described in the Vendia Content and on the Vendia Site, and any other policy or terms referenced in or incorporated into this Agreement.