End User License Agreement

Last updated on May 30, 2022

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.

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:

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,
storage or capacity constraints,
numbers of licenses, copies or instances (for Software), or
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.

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 .
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.
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:

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
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):

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

prompt written notice of such claim with sufficient time for You to respond without prejudice;
the exclusive right to control and direct the investigation, defense, or settlement of such claim; and
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:

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 .
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.

11. Proprietary Rights

(a) The Products and all copies thereof are protected by copyright and other intellectual property laws and treaties. You acknowledge and agree that all right, title and interest, including all copyright, trademark, patent, trade secret, intellectual property (including, but not limited to, algorithms and business processes) and other proprietary rights, arising out of, or relating to, the Products belong exclusively to Ventizo or its relevant third parties.

(b) All title and copyrights in and to the Products (including but not limited to any images, icons, text files, pdfs or other static non-code assets contained within the Products), the accompanying printed materials, and any copies of the Products, are owned by Ventizo or its suppliers. This EULA does not grant You any rights to use such content. If the Products contain documentation that is provided only in electronic form, You may print one copy of such electronic documentation. Except for any copies of this EULA, You may not copy the printed materials accompanying the Products.

(c) Other than as allowed by this EULA, or allowed by the laws of the Netherlands, the European Union, or Your country, You may not

reverse engineer, decompile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide non-Authorized Users with access to the Products in whole or part,
use the Products for the benefit of any third party,
incorporate any Products into a product or service You provide to a third party,
interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use,
remove or obscure any proprietary notices on the Products or any permitted copies of the Products, or
publicly disseminate information regarding the benchmarking performance of the Products.

(d) You may not copy or embed elements of the source code into other applications, or publish, transmit, or communicate the source code to other parties other than to You or the entity You represent.

(e) You retain all right, title, responsibility, and interest in and to any data, including but not limited to Personal Information, that you upload, submit, or otherwise transmit to or through the Hosted Services or otherwise provide to Ventizo (including Ventizo Support or other systems used by Ventizo to provide support and to collect customer feedback). Subject to the terms of this EULA, You grant Ventizo a non-exclusive, worldwide, royalty-free right to:

collect, use, copy, store, transmit, modify and create derivative works of Your data, in each case solely to the extent necessary to provide the applicable Hosted Service to You and
for Hosted Services that enable You to share Your data or interact with other people, to distribute and publicly perform and display Your data as You (or Your Authorized Users) directly or enabled through the Hosted Service.

(f) Ventizo shall own all modifications and derivative works of the Products, whether made by Ventizo, You or any third-party, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Products. You shall not take (and shall not allow any third party to take) any action inconsistent with Ventizo’s ownership and interests as set forth above, or assist any third party in doing the same, and You will report to Ventizo promptly in writing an instance of suspected infringement of any intellectual property related to the Products and give Ventizo reasonable assistance in investigating and prosecuting the infringing acts.

12. Confidentiality

(a) You agree that all code, inventions, know-how, business, technical, and financial information disclosed to You by Ventizo constitute the confidential property of Ventizo (“Ventizo Confidential Information”). Any intellectual property, the underlying technology, and any performance information relating to the Products shall be deemed Ventizo Confidential Information without any marking or further designation. Except as expressly authorized herein, You will hold in confidence and not use or disclose any Ventizo Confidential Information. Your non-disclosure obligation shall not apply to information that You can document:

was rightfully in your possession or known to You prior to receipt of the Ventizo Confidential Information;
is or has become public knowledge through no fault of Your own;
is rightfully obtained by You from a third party without breach of any confidentiality obligation; or
is independently developed by You or Your employees who had no access to such information. You may also disclose Ventizo Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to Ventizo). You acknowledge that disclosure of Ventizo Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by You, Ventizo shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Products.

(b) Ventizo agrees that in the event that Ventizo has access to, either in oral or physical form, Your confidential or proprietary information, including but not limited to Your data and information concerning Your business, products, customers, services, policyholders and/or claimants (“Licensee Confidential Information”), Ventizo shall

use such Licensee Confidential Information solely for the purpose of this EULA; and
take reasonable precautions, no less than it would take to prevent the disclosure of its own similar Ventizo Confidential Information, to ensure that it does not disclose Licensee’s Confidential Information to any third party without first obtaining the other party’s prior written consent.

(c) Notwithstanding the above, Ventizo may disclose, and may permit its representatives to disclose, any Licensee Confidential Information

to the extent it is required to do so by law or any order or request of any government agency; and
to Ventizo’s representatives to the extent required for the purposes of implementing the transactions contemplated by this EULA.

(d) For Licensee Confidential Information that does not constitute trade secrets under applicable law, these confidentiality obligations will expire three (3) years after the termination of the agreement between You and Ventizo. The recipient of such Licensee Confidential Information will be responsible for any breach of this Section by its employees, representatives, and agents. Licensee Confidential Information will not include any information that

was independently developed by a party without the use of or reference to any Licensee Confidential Information belonging to the other party;
was acquired by either party from a third party having the legal right to furnish same to the other party; or
was at the time in question (whether at disclosure or thereafter) generally known by or available to the public.

13. Publicity Rights

You grant Ventizo the right to include the Your company name, logo, and/or likeness that You provide during registration, and any review that You may provide (in full or in part) to Ventizo, within Product promotional material, and on Ventizo’s website. You can revoke this right at any time by submitting a written request via email to requesting to be excluded from future Product promotional material. Requests made after purchasing may take thirty (30) calendar days to process.

14. Export Restrictions

You may not use or otherwise export or re-export any Product except as authorized by Dutch law and the laws of the jurisdiction in which You obtained the Product. In particular, but without limitation, the Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product, You represent and warrant that You are not located in any such country or on any such list.

15. Disclaimer of Warranties, Limitation of Liability

(a) Save as provided in Section 17 below, the Products are provided on an “as is” and “as available” basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability, fitness for a particular purpose, or title. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law. Ventizo shall not be liable for delays, interruptions, service failures and other problems inherent in the use of the internet and electronic communications or other systems outside the reasonable control of Ventizo. To the minimum extent permitted by law, Ventizo does not make any representation, warranty or guarantee that:

the use of the Products will be secure, timely, uninterrupted or error-free;
the Products will operate in combination with any other hardware, software, system, or data;
the Products will meet your requirements or expectations;
any stored data will be accurate or reliable or that any stored data will not be lost or corrupted;
errors or defects will be corrected; or
the Products (or any server(s) that make a Hosted Service available) are free of viruses or other harmful components.

(b) Except for the indemnification obligations of Section 17 or breach of Sections 5, 11 or 12, neither party will be liable to any person, with respect to any loss, damage, cost, expense or other claim, for any consequential (such as loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data), indirect, special, punitive or other damages in relation to the Products including, without limitation:

any use or reliance on a Product by the person (including the form and content of errors in and/or omissions from any information contained in the Products);
any delay, interruption or other failures in the provision of a Product; or
any change in the form or content of a Product. All the foregoing limitations shall apply even if Ventizo has been informed of the possibility of such damages.

(c) Except for the indemnification obligations of Section 17 or breach of Sections 5, 11 or 12, Ventizo’s aggregate liability under any claims arising out of this EULA shall not exceed the fees paid by You for the current Support Period, except where not permitted by applicable law, in which case Ventizo’s liability shall be limited to the maximum extent allowed by such applicable law.

(d) Except for each party’s indemnification obligations or breach of Sections 7, 11 or 12, neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Section 15 are not allowed by applicable law, then the liability of Ventizo and the remedy of Licensee shall be limited to:

the re-supply of any defective Product; or
the refund of the license fees paid by you for the current Support Period for such defective Product.

(e) In no event will Ventizo’s aggregate liability under any claims arising out of this EULA exceed the fees paid by You for the current Support Period, except where not permitted by applicable law, in which case Ventizo’s liability shall be limited to the maximum extent allowed by such applicable law.

(f) These limitations will apply to You even if the remedies fail of their essential purpose.

16. Return Policy

Standard Use. Ventizo’s customary business practice is to allow customers to return Software within 30 days of payment for any reason or no reason and to receive a refund of the amount paid for the returned Software. A return means that Ventizo will disable the license key that allowed the Software to operate. Ventizo will not accept returns after the 30-day return period.

Hosted Services. Returns and refunds are not available.

17. Infringement, Indemnification

(a) If You purchase a Standard Use license, and if the Software becomes, or in the opinion of Ventizo may become, the subject of a claim of infringement of any third party right, Ventizo may, at its option and in its discretion:

procure for You the right to use the Software free of any liability;
replace or modify the Software to make it non-infringing; or
refund any license fees paid by You for the current Support Period for that Software.

(b) You will defend or settle, at Your own expense, any action brought against Ventizo based upon the claim that any modifications by You to the Software not approved by Ventizo in writing, nor any combination by You of the Software with other, third-party, products not approved by Ventizo in writing infringes or violates any third party right, and only to the extent that such modification or combination contributes to such a claim; provided, however, that:

Ventizo shall notify You promptly in writing of any such claim;
Ventizo shall not enter into any settlement or compromise any such claim without Your prior written consent;
You shall have sole control of any such action and settlement negotiations; and
Ventizo shall provide You with information and reasonable assistance, at Your request and expense, necessary to settle or defend such claim. You agree to pay all damages and costs finally awarded against Ventizo attributable to such claim.

(c) You agree to indemnify and hold Ventizo, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of Your use of the Software, or Your violation of the EULA or any rights of a third party.

(d) Ventizo assumes no liability hereunder for, and shall have no obligation to defend You or to pay costs, damages, or attorney’s fees for, any claim based upon any modifications to any of the Software not approved by Ventizo in writing or combination of any of the Software with products not approved by Ventizo in writing, and only to the extent that such modification or combination contributes to such a claim.

(e) Ventizo agrees to indemnify, and hold You harmless and Your respective directors, officers, employees, and agents from and against any and all third party claims, losses, damages, suits, fees, judgments, costs, and expenses of every nature; including reasonable attorney’s fees and expenses arising out of, resulting from, or attributable to the Software’s claimed infringement or violation of any patent, copyright, trade secret, trademark, or other third party intellectual property right, except to the extent that the infringement or violation has been caused, or contributed to, by You or Your representatives.

(f) You will be liable for and agree to indemnify, defend and hold Ventizo harmless from and against any and all claims, liabilities, suits, actions, and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:

any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
any breach of this agreement by You or an Authorized User;
any misuse of the Products, from or by You, Your employees, contractors, and agents, or an Authorized User;
any breach of the law, regulation or license by You or an Authorized User; and
any claim brought by a third party including any Authorized User against a Party arising out of or in connection with Your or an Authorized User’s use of the Products or Your data.

(g) You agree to cooperate with Ventizo and cover all expenses for both parties in the handling of disputes, complaints, investigations or litigation that arise as a result of Your use of the Products including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information You have given to Ventizo.

(h) The obligations under this clause will survive the termination of this Agreement.

18. Compliance with Applicable Laws

You agree that you shall use the Product, and shall perform all obligations under this agreement in a manner that complies with all laws applicable to You and your use of the Products, including, but not limited to, any and all contractual, statutory, or common law right and obligations and applicable restrictions concerning intellectual property rights.

19. Dispute Resolution

(a) The parties agree that this EULA and the interpretation of its terms shall be governed by and construed in accordance with the laws of the Netherlands and subject to the exclusive jurisdiction of the courts located in the Netherlands. If You reside in a country where the laws of the stated jurisdiction are excluded from applying, Your country’s laws will apply to such disputes related to these terms. Otherwise, You agree that the laws of the Netherlands and the European Union govern this agreement, as well as any claim, dispute, action or issue that might arise out of or in connection with it excluding their conflicts of laws principles. Any action or proceeding relating to this agreement must be brought to the District Court of Midden-Nederland, Netherlands and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Ventizo may seek injunctive relief in any court having jurisdiction to protect Ventizo Confidential Information or intellectual property.

(b) The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this EULA.

(c) Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.

20. Severability

If any term of this EULA is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this EULA will remain in full force and effect.

21. No Waiver

No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this EULA.

22. Assignment

You may assign this EULA to succeeding parties in the case of a merger, acquisition or change of control; provided, however, that in each case, (a) Ventizo is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this EULA and (c) upon such assignment, You make no further use of the Product(s) licensed under this EULA. Ventizo may assign its rights and obligation under this EULA without Your consent. Any permitted assignee shall be bound by the terms and conditions of this EULA.

23. Statute of limitation

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Products or these terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

24. U.S. Government Users

If You are a U.S. Government end user, Ventizo is providing the Products to You as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights granted to You by Ventizo for the Products are the same as the rights the Ventizo customarily grant to others under this EULA.

25. Revisions to EULA

Ventizo may update, modify or amend (together, “Revise”) this EULA from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Your rights, Ventizo will use reasonable efforts to notify You by, for example, sending an email to the billing or technical contact You designate in the applicable Order, posting on our Twitter account, blog, website, or on our marketplace listings, such as the Ventizo Store website. If Ventizo revises this EULA during the term of Your license or subscription, the revised version will be effective upon Your next Renewal Term. In this case, if You object to any revisions, as Your exclusive remedy, You may choose not to renew, including canceling any terms set to auto-renew. With respect to No-Charge Products, accepting the revised EULA is required for You to continue using the No-Charge Products. You may be required to click through the updated EULA to show Your acceptance. If You do not agree to the revised EULA after it becomes effective, You will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the EULA in effect at the time of the Order.

26. Entire Agreement

This EULA constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, negotiations, representations or communications, whether in written, oral, electronic, or other form, relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein.

This agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Nothing in this agreement creates an exclusive relationship or in any way prevents Ventizo from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers.

This EULA may not be modified or amended by You without Ventizo’s written agreement (which may be withheld in Ventizo’s complete discretion).

Notwithstanding the foregoing, You acknowledge and agree that Ventizo’s published Website Terms of Use, specifically apply to the Products provided hereunder and are binding upon You and your Authorized Users. In the case of a conflict between a provision in this agreement and a provision in such Website Terms of Use, such conflicting provision in this agreement controls. Any terms and conditions appearing on a purchase order or similar document issued by You do not apply to the Products, do not override or form part of this agreement, and are void.

In the event of a conflict between the terms of this EULA and the terms of any open source licenses applicable to the Software, for the specific terms in conflict, the terms of the open-source licenses shall control with regard to the Software, or part thereof.

27. Contact Information

For communications concerning this EULA, please write to .