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VENTION'S TERMS & CONDITIONS OF SUBSCRIPTION

ANY OFFER BY VENTION TO SELL OR PROVIDE A SUBSCRIPTION PLAN IS SUBJECT TO YOUR ACCEPTANCE OF THESE SUBSCRIPTION TERMS & CONDITIONS.

General

These Subscription terms & conditions, together with Vention's Terms and Conditions of Sales, which are incorporated by reference herein as if recited at length, set out the terms and conditions upon which Vention offers to extend to you the benefit of Subscription Plans made available on the Website. By subscribing to a Subscription Plan, you agree that these Subscription Terms and Conditions govern the sale by Vention of the services included in the Subscription Plan ("Subscription Services"), to the exclusion of any other terms and conditions.

Use of Subscription Services

The Subscribed Services are made available to you by Vention solely in relation to your product, for your own internal purposes ("Authorized Use"). The Subscribed Services are for your exclusive benefit. You must not make the Subscribed Services available to anyone else or use the Subscribed Services for the benefit of anyone other than you and your team. The Subscribed Services may only be used by your employees, within the limits set out in your Subscription Plan ("Users"). Access to Subscribed Services cannot be shared or used by more than one individual User. User access may be reassigned to new Users replacing individuals who no longer use the Service for any purpose. You will not, directly or indirectly, and will not permit or enable any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to, discover the source code, object code or underlying structure, ideas or algorithms of the Subscribed Services or any software, documentation or data related to the Subscribed Services; (ii) bypass or breach any security device or protection used by the Subscribed Services or access or use the Subscribed Services other than by a User through the use of their own then valid access credentials; (iii) input, upload, transmit or otherwise provide to or through the Subscribed Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any malicious code; (iv) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Subscribed Services, in whole or in part; (v) except as expressly and specifically authorized in this Agreement, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Subscribed Services to any person, including through any time-sharing or service bureau service; (vi) copy, access or use the Subscribed Services to perform competitive analysis of the Subscribed Services, the development, provision or use of a competing software service or product or any other purpose that is to Vention’s detriment or commercial disadvantage; (vii) modify, translate, or create derivative works based on the Subscribed Services or Software; or (viii) use the Subscribed Services other than in accordance with this Agreement or use the Subscribed Services other than in compliance with all applicable laws and regulations. If you become aware of any actual or threatened activity prohibited by this Agreement, you must promptly: (a) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Subscribed Services); and (b) notify Vention of any such actual or threatened activity. You must ensure that all accesses and use of the Subscribed Services by your Users comply with this Agreement and are responsible for any access or use by your Users of the Subscribed Services in breach of this Agreement. The Subscribed Services may only be used by your employees, within the limits set out in your Subscription Plan ("Users"). Access to Subscribed Services cannot be shared or used by more than one individual User. User access may be reassigned to new Users replacing individuals who no longer use the Service for any purpose. You will not, directly or indirectly, and will not permit or enable any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to, discover the source code, object code or underlying structure, ideas or algorithms of the Subscribed Services or any software, documentation or data related to the Subscribed Services; (ii) bypass or breach any security device or protection used by the Subscribed Services or access or use the Subscribed Services other than by a User through the use of their own then valid access credentials; (iii) input, upload, transmit or otherwise provide to or through the Subscribed Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any malicious code; (iv) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, in whole or in part; (v) except as expressly and specifically authorized in this Agreement, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Subscribed Services to any person, including through any time-sharing or service bureau service; (vi) copy, access or use the Services for purposes of competitive analysis of the Subscribed Services, the development, provision or use of a competing software service or product or any other purpose that is to Vention’s detriment or commercial disadvantage; (vii) modify, translate, or create derivative works based on the Subscribed Services or Software; or (viii) use the Services other than in accordance with this Agreement or use the Services other than in compliance with all applicable laws and regulations. If you become aware of any actual or threatened activity prohibited by this Agreement, yo must promptly: (a) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Subscribed Services); and (b) notify Vention of any such actual or threatened activity. You must ensure that all accesses and use of the Subscribed Services by your Users comply with this Agreement and are responsible for any access or use by your Users of the Subscribed Services in breach of this Agreement.

Administrators

You must appoint one or more Users as administrators (each an "Administrator") to manage your subscription to the Subscription Plan and use of the Subscribed Services account. Vention may rely on communications from such Administrators and other Customer employees when managing the Subscription Plan and providing the Subscribed Services.

Reasonable Assistance

You will cooperate with Vention in connection with the provision and performance of Subscribed Services by making available such personnel and information and access to other resources as may be reasonably required and taking such other actions as Vention may reasonably request. You will also cooperate with Vention in establishing a password or other procedures for verifying that only designated Users have access to the Subscribed Services or administrative rights or functions in relation to the Subscription Plan.

Reasonable Assistance

Customer Data

You own and retain all rights to any data, information or other materials provided, uploaded, or submitted by you while using the Subscribed Services ("Customer Data"). You grant permission to Vention to use the Customer Data only as necessary to provide the Subscribed Services. You represent and warrant that you are entitled to transfer the Customer Data to Vention so that Vention may lawfully use and process the Customer Data in accordance with this Agreement.

Privacy and Data Protection

Vention will use the Customer Data solely for the purpose of providing the Required Services and in accordance with Vention's Data Privacy Policy.

Subscription Fees and Payment Terms

You will pay the one-time subscription fee applicable to your Subscription Plan, as set out on Vention's Platform at the time of purchase. You will not be charged any additional fee unless you subscribe to additional features or services, including additional Contacts. The subscription fee is exclusive of taxes. Except for those taxes based on Vention's income, you are responsible for all applicable taxes in connection with the Subscription Plan and Subscribed Services, including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If you are exempt from certain taxes, Customer will provide proof of such exemption to Vention without undue delay upon execution of the applicable Order Form. Upon renewal of the Subscription Plan, Vention may increase your fees up to our then-current price set out on Vention’s Platform. Vention will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the non-renewal notice required in the term and termination section below. You will pay the subscription fee upon purchase of the Subscription Plan or within thirty (30) days of the Subscription Plan Renewal Term start date.

The initial subscription term for your Subscirption Plan is two (2) years from the date of purchase set out in the order confirmation issued by Vention ("Initial Term"). Your subscription term will automatically be renewed for additional one-year terms unless you send Vention a non-renewal notice, no later than ninety (90) days prior to the then current term ("Renewal Term"). Vention may terminate the Subscribed Services, at its discretion and without cause, upon providing you with fifteen (15) days prior written notice. The termination will be effective as of the end of the termination notice and Vention will refund you the remaining balance of the subscription fee on a pro-rata basis. If Vention terminates the Subscribed Services because of your breach, there will be no reimbursement of the subscription fees paid.

Contact.

If you have any concern, question, or complaint regarding this Agreement, please contact Vention at:

Vention Inc.
4767 Rue Dagenais, suite 104-105,
Montreal, QC, H4C 1L8
legal@vention.com

The current agreement's last update was on October 3, 2023.