These Terms of Service (“Terms”) apply to your access to and use of the websites, risk assessment services and other online products and services (collectively, the “Services”) provided by Venseca, Inc. (“Venseca” or “we”). By using our Services or otherwise agreeing to these Terms in a proposal or other ordering document, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 12. If you do not agree to these Terms, do not use our Services.

If you have any questions about these Terms or our Services, please contact us at legal@venseca.com.

Privacy.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy https://www.venseca.com/privacy-policy.

Eligibility.

You must be at least 18 years of age (or the age of legal majority where you live) to use our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

User Accounts and Account Security.

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You will not allow another person to have access to your account or otherwise share your account credentials (e.g. user name and password) with any other person. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission.

Ownership and Reports.

The Services, including the text, graphics, images, illustrations and other content contained therein, are owned by Venseca or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own internal business purposes. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

Venseca may choose to provide you with access to Venseca’s Digital Trust Score and reports on cybersecurity risk (“Venseca Risk Assessment”) through the Services for a fee. Except as otherwise set forth in these Terms, as between you and Venseca, Venseca or its licensors owns all right, title, and interest in the Venseca Risk Assessment. Subject the payment of all fees for the Venseca Risk Assessment and your compliance with these Terms, Venseca grants to you a non-exclusive, non-transferable, revocable, non-sublicensable, limited license solely to use the Venseca Risk Assessment, without modification, for your own internal business purposes. You may allow staff members or your personnel to access the Venseca Risk Assessment as long as such access is for your own internal business purposes. You may also print or copy the Venseca Risk Assessment as long as such copies are used for your own internal business purposes. In the event your relationship with Venseca is terminated or you breach any of these Terms, the above license will terminate automatically, and you will delete all copies of the Venseca Risk Assessment. Except as expressly set forth above or otherwise set forth in additional terms (discussed in Section 16), you are granted no licenses or rights in or to the Venseca Risk Assessment.

Payment.

Venseca may offer certain products and services for purchase through the Services. If you choose to make a purchase through the Services, you will be prompted to confirm your method of payment (your “Payment Method”). You will be charged for the amounts displayed for the applicable product or service you have selected, and you authorize Venseca’s third-party payment processor to charge you. All prices for products and services are exclusive of any taxes.

Prohibited Conduct.

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not: (a) use or attempt to use another user’s account without authorization from that user and Venseca; (b) resell or allow a third party to use our Services under your account; (c) copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors; (d) modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services; (e) use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner; (f) reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; (g) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services; (h) develop or use any applications that interact with our Services without our prior written consent; or (i) use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 6 is solely at Venseca’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 6 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

Trademarks.

Venseca and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Venseca and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Venseca names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

Third-Party Content.

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Venseca does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

Indemnification.

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Venseca and our officers, directors, agents, partners and employees (individually and collectively, the “Venseca Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services, including but not limited to the Digital Trust Score and Venseca Risk Assessment; (b) your Feedback (as defined in Section 14 below); (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Venseca Parties of any third-party Claims, cooperate with Venseca Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Venseca Parties will have control of the defense or settlement, at Venseca’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Venseca or the other Venseca Parties.

Disclaimers.

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Venseca does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Venseca attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

The Services (including but not limited to the Digital Trust Score and Venseca Risk Assessment) are for information and education purposes only. Although the Services may provide information relating to the security approaches of third parties, you should not construe the Digital Trust Score, Venseca Risk Assessment, Service features, tools or other content available through any Service as any advice, recommendation or certification.

You alone assume the sole responsibility of evaluating the merits and risks associated with the use of the Services before making any decisions based on ServiceS. In exchange for using Services, you agree not to hold Venseca or any third party service provider liable for any possible claim for damages arising from any decision you make based on information made available to you through THE Services.

Limitation of Liability.

To the fullest extent permitted by applicable law, Venseca and the other Venseca Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Venseca or the other Venseca Parties have been advised of the possibility of such damages. The total liability of Venseca and the other Venseca Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $50 (US) or the amount paid by you to use our Services in the 12 months prior to the date the claim first arose. The limitations set forth in this Section 11 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Venseca or the other Venseca Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Dispute Resolution; Binding Arbitration.

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Venseca and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions.

You and Venseca agree that any dispute arising out of or related to these Terms or our Services is personal to you and Venseca and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes.

Except for small claims disputes in which you or Venseca seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Venseca seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Venseca waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Venseca you agree to first contact Venseca and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Venseca by email at legal@venseca.com or by certified mail addressed to Venseca Legal Department, PO Box 242 Breinigsville, PA 18031. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Venseca cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Allegheny County, Pennsylvania. You and Venseca agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

Procedure.

You and Venseca agree that these Terms affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

Timing.

Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Venseca will not have the right to assert the claim.

Governing Law and Venue.

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Pennsylvania, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Pennsylvania and the United States, respectively, sitting in Allegheny County, Pennsylvania.

Feedback.

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Venseca or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Venseca’s sole discretion. You understand that Venseca may treat Feedback as nonconfidential.

Modifying and Terminating our Services.

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

Additional Terms.

We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

Changes to Terms.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

Miscellaneous.

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The failure of Venseca to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.

Additional Terms – Preparation of Custom Venseca Risk Assessment

1. Services.

If Venseca and you agree, Venseca will create a Venseca Risk Assessment for you (the “VRAR Services”). The VRAR Services will be governed by the Venseca Terms of Service (the “Terms”) and the additional terms in this Section. In the event of a conflict or an inconsistency between the Terms and these additional terms, these additional terms will govern for the VRAR Services. The VRAR Services are considered Services under the Terms.

2. Payment.

For the VRAR Services, you will pay Venseca 50% of the applicable fee before Venseca begins the VRAR Services and the rest of the fee after Venseca delivers the Venseca Risk Assessment.

3. Your Responsibilities.

You will promptly cooperate with and assist Venseca, as reasonably requested by Venseca, during the performance of the VRAR Services. You will make available in a timely manner, at no charge to Venseca, all technical data, files, documentation, and other information and resources specified in any applicable order or otherwise reasonably required by Venseca for the performance of the VRAR Services. You will be responsible for, and assume the risk of, any problems or delays resulting from, the content, accuracy, completeness and consistency of all data, materials and information supplied by you. You agree that Venseca is not responsible for delays attributable to you and that any delay caused by your actions or omissions will automatically extend the time for Venseca’s performance of the VRAR Services.

You hereby grant Venseca a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to use, copy, modify, display, perform and make derivative works of the Customer Materials solely in connection with the performance of Venseca’s performance of the VRAR Services. “Customer Materials” means any information, materials and records, provided, uploaded, transmitted, submitted or otherwise made available by you to Venseca. You will defend, indemnify and hold the Venseca Parties harmless from and against all Claims arising out of or related to Venseca’s use and receipt of Customer Materials.

4. Proprietary Rights.

Subject to payment of all applicable fees for each applicable custom Venseca Risk Assessment, Venseca hereby grants you a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free license to make reasonable use of the custom Venseca Risk Assessment for your business purposes. You will ensure that all proprietary rights notices on the custom Venseca Risk Assessment are reproduced and applied to any copies. You agree not to cause or permit the reverse engineering, disassembly or reverse compilation of any methods or tools used in the creation of the custom Venseca Risk Assessment.