Ventizo

End User License Agreement

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END USER LICENSE AGREEMENT (“EULA”). YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA.

Effective Date: January 1, 2022.

1. Acknowledgement

This End User License Agreement (EULA) is a binding legal agreement between Ventizo Internetbureau B.V. (“Ventizo”), a provider of downloadable and cloud-based applications and services provided by Ventizo, and you (either an individual or single legal entity you represent) whose details are provided to Ventizo upon purchase (hereinafter “Licensee” or “You”) for the materials accompanying this EULA, including the accompanying computer software or access to the computer software service, any available associated media and any “online” or electronic documentation.

By clicking on the “I agree” button (or similar item) that is presented to You at the time of your order or installation, or by using or accessing Ventizo’s products, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, You may not install, copy, download or otherwise use the software. If You are acquiring the software on-line You must click the “Cancel” button (or similar mechanism). If You are agreeing to this EULA on behalf of a company or other organization, You represent that You have the authority to bind that company or organization to this EULA, and the terms Licensee, You and “Your” refer to that company or organization. If You do not have that authority, You may not install, copy, download, or otherwise use the software products.

2. Scope of the Agreement

This EULA governs (a) Ventizo’s commercially available downloadable software products sold, or made available at no charge (“Software”), (b) Ventizo’s Software provided in a hosted or cloud-based environment (“Hosted Services”), and (c) any support services and documentation provided by Ventizo relating to the Software or Hosted Services (“Support Services”).

Software and Hosted Services, and Support Services, are collectively referred to herein as “Product” or “Products”. For the avoidance of doubt, any installation guide or end-user documentation not prepared or provided by Ventizo; any third-party community site; feedback; or other online or informal forum does not constitute documentation and is not covered by this EULA.

This EULA includes our Privacy Policy , Terms of use , and any other referenced policies and attachments.

3. Account Registration

You may need to register at the point of purchase in order to place orders and access or receive the Products. Any registration information that You provide must accurately reflect Your current information and be complete. You must also update Your information so that Ventizo may send notices, statements, and other information to You by email or through Your account. You are responsible for all actions taken through Your accounts.

If required by a Product, You may need to register with another site that provides a product-specific integration. If this is necessary, Ventizo will identify this within the Product documentation.

4. Orders

Unless otherwise specified, this agreement will begin on the effective date of Your order (“Order”) and will continue until the end of the period specified in Order (“Initial Term”). This agreement shall be automatically renewed for additional terms of the same duration as the Initial Term (each, a “Renewal Term,” collectively with the Initial Service Term, the “Term”) unless either party terminates the agreement by uninstalling or otherwise canceling orders for the Product as designated at the time of sale.

(a) Your order through our websites or third-party resellers (collectively, “the Site”) authorized by Ventizo (“Authorized Reseller”) will specify Your authorized scope of use (“Scope of Use”) for the Product(s), which may include:

  1. the defined number of installations, the number of specific individuals for whom You have paid the required fees and whom You designate through the applicable Product (“Authorized Users”), the number of authorized servers, the number of unique data set platforms, and/or other defined resource utilization limitations,
  2. storage or capacity constraints,
  3. numbers of licenses, copies or instances (for Software), or
  4. other restrictions or billable units.

Your Order also includes any applicable Renewal Term (in whole or in part), or purchases You make to increase or upgrade Your Scope of Use.

(b) Only Authorized Users may access and use the Product and You must ensure that each Authorized User using or accessing the Product does so in accordance with the terms of this agreement.

(c) Depending on Your chosen method of accessing the Product, You and Authorized Users may: access and use the Hosted Services via a web browser; or download and install the Product on any computer, mobile, tablet or other devices compatible with the Product. Ventizo recommends You and Authorized Users access the Product using the recommended browsers or devices as documented, where applicable.

(d) You may increase the number of Authorized Users permitted to access Your instance of the Product by placing a new Order or, in some cases, directly through the Product. In all cases, you must pay the applicable fee for the increased number of Authorized Users.

(e) You may decrease the number of Authorized Users permitted to access Your instance of the Product by placing a new Order or, in some cases, directly through the Product. In all cases, You will be billed the reduced fee at the commencement of the Renewal Term and no refund will be provided.

(f) You are responsible for compliance with this agreement by all Authorized Users.

5. Fees and Payment

Fees will be due and payable as set forth on the Site or otherwise conveyed to you when you placed an Order for an initial license purchase or the Renewal Term of an existing license. Except as otherwise expressly provided herein, fees are non-refundable.

If You have not previously paid the license fee for the Product, then you must pay the license fee within the period indicated in the point of sale, applicable invoice or as otherwise provided in Ventizo’s pricing terms.

Failure to pay any license fees by the due date will result in the immediate termination of the license(s) granted under this EULA. Any losses or expenses experienced due to actions taken in response to non-payment are not the responsibility of Ventizo.

It is a violation of these terms to misuse or fraudulently use credit and debit cards. A determination of such misuse or fraudulent use shall be at the sole discretion of Ventizo. Ventizo may report at its sole discretion, to appropriate government authorities, credit reporting services, financial institutions, and credit card companies.

6. License Grant

All Product(s) are licensed, not sold, and no ownership right is conveyed to you, irrespective of the use of terms in this EULA such as “purchase” or “sale”.

(a) This EULA grants you the rights according to the type of Product you have purchased a license for:

  • Standard Use. For other than No-Charge Products and Hosted Services (both described later in this Section), Ventizo grants You a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in compiled form only, limited to the Scope of Use as designated in your Order. All licenses are time-limited EXCEPT for licenses otherwise stated on the Site, which are perpetual. If You abuse the license or breach this EULA, Ventizo may cancel Your license.

  • Hosted Services. Ventizo grants You a time-limited subscription for worldwide, non-exclusive, non-transferable, non-sublicensable use of the Hosted Services, for the duration specified in Your order. This subscription is subject to automatic Renewal Terms of the same duration as the Initial Term unless one of the following conditions apply:

    1. Either party notifies the other of non-renewal.
    2. Ventizo ceases to make a particular Hosted Service available.

    All subscription fees must be paid in advance of the use of the Hosted Service. If You cancel, Your subscription will terminate at the end of the then-current billing cycle, but You will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination. You acknowledge that Hosted Services are on-line, subscription-based products, hosted by Ventizo and/or by third-parties and that Ventizo and/or third-parties may make changes to the Hosted Services from time to time.

  • No-Charge Products. Ventizo may offer You a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license for certain Product(s) at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms specified by Ventizo and is only permitted for a set time period designated by Ventizo. When the time period expires You must abide by the Standard Use rights, or must remove and delete all copies of the No-Charge Product in Your possession.

    1. Evaluation / Trial Periods. An Evaluation or Trial license (“Evaluation License”) may be provided for any Ventizo’s Product solely for the purpose of evaluation prior to purchase. By using an Evaluation License, You agree to the stated time-limited period for the license. Some licensing systems may allow You to extend an Evaluation License. For the purposes of this paragraph, any additional extension provided through proper usage of the licensing system is considered part of the initial Evaluation License. If You wish to continue the Evaluation License beyond the system-provided time limit, You agree to contact  and request a manual extension. Ventizo does not guarantee any such extensions. Any use of a Product outside of the initial Evaluation License without an approved extension is considered license abuse. Ventizo reserves the right to bill You for all accrued lost license costs, at the highest marketed price tier, for the time period between the end of Your valid Evaluation License and You discontinue use of, and uninstall when applicable, the Product. Notwithstanding any other provision contained herein, Product provided pursuant to an Evaluation License are provided “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific evaluation terms set forth in this Section, all other terms of this agreement shall apply to the Evaluation License.

    2. Beta Versions. You understand that any pre-release and beta products (“Beta Versions”) are still under development, may be inoperable or incomplete, and are likely to contain more errors and bugs than generally available Products. Ventizo makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Ventizo may charge a fee in order to allow You to access Beta Versions, but the Beta Versions will still remain subject to this paragraph. All information regarding the characteristics, features, or performance of Beta Versions constitutes Ventizo’s confidential information.

    To the maximum extent permitted by applicable law, Ventizo disclaims all obligations or liabilities with respect to No-Charge Products, including any Support Services, warranty, and indemnity obligations.

(b) Your license rights under this EULA are non-exclusive, non-transferable and non-sublicensable. You may not sell, transfer or convey the Software to any third party without Ventizo’s prior express written consent. Ventizo reserves all rights not expressly granted to You in this EULA.

(c) You agree that using the Products for competitive analysis or similar purposes of competing products may cause Ventizo irreversible damage and You will be liable for any damages. Ventizo may terminate Your right to use the Products at any time and for any reason in its sole discretion, without liability to You.

(d) Standard Use licensees are permitted to make one (1) copy of the Software, for data protection, archiving, and backup purposes only and for no other purpose, unless otherwise stated on the Site.

(e) You may only install the Software and make the Software available for use on hardware systems owned, leased or controlled by You, or Your third-party service providers so long as You remain responsible for their compliance with the terms and conditions of this EULA.

(f) This EULA applies whether You purchase Products directly from Ventizo or through an Authorized Reseller. If You purchase through a Authorized Reseller, Your license rights shall be as stated in the Order placed by Authorized Reseller for You, and the Authorized Reseller is responsible for the accuracy of any such Order. Authorized Resellers are not authorized to make any promises or commitments on Ventizo’s behalf, and Ventizo is not bound by any obligations to You other than what is included in this EULA.

(g) You agree that Ventizo provides documentation for their Software and how the Software uses Your data. It is Your responsibility to read these and verify fit for You and Your requirements.

7. Support Services

(a) Ventizo may provide You with online “Support Services” related to the Products, in its discretion and for the sole purpose of addressing technical issues relating to the use of the Products. Support Services also include access to bug fixes, patches, modifications, or enhancements (together, “Releases”) to the Products that Ventizo makes generally commercially available during the duration of Your “Support Period” defined below based on your Product type. When accepted by You, any such Releases will be considered part of the Products and subject to the terms of this EULA.

(b) All deliveries of the Product will be electronic. For the avoidance of doubt, You are responsible for the installation of any Product.

(c) The initial Support Period for a Standard Use Product is twelve (12) months starting at the time the Product is purchased, and may be renewed for additional twelve (12) month periods (each, a “Renewal Support Period”) at the then-current rate for Support Services. Renewal Support Periods commence upon the expiration of the prior Support Period regardless of when the Product is purchased.

(d) For Hosted Use, the initial Support Period is limited to the time period of your active subscription. Any renewal must be done in accordance with Section 4 - Orders.

(e) Use of Support Services, if any, is governed by Ventizo’s policies and programs described in any user manual, in online documentation, and/or other materials provided by Ventizo. Any supplemental software code provided to You as a part of Support Services will be considered part of the Products and subject to the terms of this EULA.

(f) Ventizo encourages feedback from its customers. If You have any feedback regarding Your purchase or use of the Products, please provide that feedback to Ventizo’s support at .

8. Third-Party Software

(a) You acknowledge the Products may contain or embed software licensed by Ventizo from third parties, including open-source software. Additional obligations may apply in relation to any use of the third-party software by You which are beyond the scope of this EULA. In such circumstances, You may need to consult the relevant third party to acquire any necessary licenses and consents in relation to Your use of the third-party software. Where necessary, Ventizo will identify any third parties utilized either through the Product or our support site . It is Your responsibility to read, acknowledge, and stay informed of any updates to any third party terms.

(b) The Software uses, requires, and depends on various third party APIs, services, and/or libraries. Ventizo disclaims any liability for any failure or limitations of these third-party components.

(c) The Software relies on APIs provided by third parties outside of the control of Ventizo. Any of these third parties may remove endpoints required for the Software to function properly, either in part or in whole. Ventizo disclaims any liability for the consequence of such actions by such third parties.

(d) If You use any third party service with the Software, including services that may use any application programming interface (API) provided by Ventizo, You acknowledge that the third party service may access or use Your information. Ventizo will not be responsible for any act or omission of the third party, including their use of Your information. You agree to contact the third party for any issues arising from Your use of the third party services.

9. Data Security & Privacy

(a) The General Data Protection Regulation 2016/679 (GDPR) is a European Union law on data protection and privacy for individuals located within the European Union and the European Economic Area. You may need to comply with the GDPR; for further information, You should review and seek Your own professional advice, where necessary.

  1. If the processing, by Ventizo, of any of the personal data of, or relating to, Your Authorized Users, or customers or clients (“Organization Personal Data”) is governed by the GDPR, the additional terms of Ventizo’s Data Processing Agreement (“DPA”) apply and form part of this agreement. You warrant that by accessing, installing, or using the Products, You have reviewed the DPA and You accept it. The DPA is available by request from .

  2. You acknowledge and agree that in collecting, holding and processing Organization Personal Data through the Products, Ventizo is acting as the data processor (as defined in the GDPR) for the purposes of the GDPR. You must obtain all necessary consents from the relevant individual to enable Ventizo to collect, use, hold and process Organization Personal Data in accordance with this agreement and, if applicable, the DPA.

  3. You acknowledge and agree that unless specifically requested through the user interface (for example - a field may be labeled with Name when requesting a user’s name), the Authorized Users will not submit any personal identifiable information (“PII”) to the Product. When any PII is requested, Ventizo will take reasonable measures to protect the information submitted.

(b) Ventizo and its subsidiaries may periodically collect and use technical and related data concerning the Product You have licensed, including anonymous data about the usage of the Product by Authorized Users. Ventizo will use such data to facilitate maintenance and support with respect to the Product, to improve its products and to provide further services or technologies to You.

(c) You must ensure that your use of all Your data is at all times compliant with all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that:

  1. You have obtained all necessary rights, releases and permissions to provide all Your data to Ventizo and to grant the rights granted to Ventizo in this agreement and

  2. Your data and its transfer to and use by Ventizo as authorized by You under this agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection, and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Ventizo assumes no responsibility or liability for Your data, and You shall be solely responsible for Your data and the consequences of using, disclosing, storing, or transmitting it.

(d) You will not submit to Ventizo (or use any online-services provided by Ventizo to collect):

  1. any PII;

  2. any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or

  3. any other information subject to regulation or protection. (1. through 3., collectively, “Sensitive Data”). You also acknowledge that Ventizo is not acting as your business associate or subcontractor (as such terms are defined and used in HIPAA) and that unless specifically specified by Ventizo, the Products provided are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, Ventizo has no liability under this agreement for Sensitive Data.

(e) You will defend, indemnify and hold harmless Ventizo from and against any loss, cost, liability or damage, including attorneys’ fees, for which Ventizo becomes liable arising from or relating to any claim relating to Your data, including but not limited to any claim brought by a third party alleging that Your data, or Your use of the Products provided by Ventizo in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to Your receiving

  1. prompt written notice of such claim with sufficient time for You to respond without prejudice;

  2. the exclusive right to control and direct the investigation, defense, or settlement of such claim; and

  3. all reasonable necessary cooperation of Ventizo at your expense.

10. Termination

You may terminate Your license to the Products at any time via the methods outlined for your Product type:

  1. Hosted Services - terminate the renewal at the point of sale and cease usage of the software. If this is not possible, you can terminate by contacting .

  2. All other Products - case use of, and uninstall, the Products. Finalize the termination by notifying of the termination.

If You entered into this agreement through an Authorized Reseller, the refund policy of that party may limit availability. Products purchased directly from Ventizo are non-refundable. For any Hosted Services, Ventizo, may at their discretion, refund you for any fees paid for future dates.

Your license to the Products shall automatically terminate if You fail to comply with the terms of this EULA. Upon termination of Your license, You are required to remove all Software from Your computer systems and destroy any copies of the Software in Your possession. Upon termination of the license, Ventizo will remove Your access to the Hosted Services. This paragraph applies even if your License Term is identified as “perpetual” or if no expiration date is specified in your Order.