This document, together with the Privacy Policy and any other policies or guidelines posted at vention.io or included in any other documentation you receive from us (the “Agreement”) is a contract between you, acting on behalf of a legal entity (“you”) and Vention Inc. and its affiliates (“Vention”, “we” or “us”) concerning the conditions associated with: (a) your use of the website vention.io and/or related domains (the “Website”); (b) your use of the services provided by Vention, which include a manufacturing automation platform for machine design, enabling engineers and other manufacturing professionals to design, automate, order, and deploy automated equipment (the “Platform”), to help companies develop industrial-grade Equipment rapidly within such website (the “Services”); and (c) your purchase and use of the ordered products from the Platform (the “Products”), where “Vention Products” are defined as products being designed and manufactured by Vention or resold or white labelled by Vention and “Partner Products” are defined as products provided by third party companies (the “Partners”) with which Vention has commercial marketplace agreements. Please read all the following terms and conditions carefully before using the Service or purchasing the Products. By using or accessing the Service or purchasing the Products, you agree to all the terms and conditions stated in this Agreement. You understand that you consent to Partners’ terms and conditions if you purchase Products from them on the Website. If, at any time, you do not or cannot agree to the terms of this Agreement, you must stop accessing or using the Service or purchasing Products. For the purposes of this Agreement, all capitalized terms can be used in the singular or plural.

License to use of the Service

Vention grants you a personal, non-transferable, non-exclusive, non-sublicensable revocable and limited license to access and use the Platform for the purpose of creating designs for any personal or business need that shall be executed exclusively by Vention (the “License”). The foregoing License is strictly subject to your compliance with this Agreement. This License does not give you any intellectual property rights in the Platform.

Eligibility

To access and use the Service, you must be 13 years of age or older, and if you are under the age of majority in your state or province of residence, you shall use the Service under the active supervision of a parent, legal guardian, or other responsible adult. If you are using the Service on behalf of a corporation or other legal entity, you represent that you are duly authorized to accept this Agreement on behalf of such corporation or other legal entity duly formed under the laws of its jurisdiction of formation.

Non-Circumvention

You agree not to circumvent Vention and not enter into any discussions, negotiations, communications, agreements, contracts, or any other agreements regarding any type of project utilizing the Platform, the Services, User Content and any design made available through the Platform or any elements similar to that which are encompassed in the Services or the Products in the intent to purchase any design made with or obtained through the Platform with another vendor. Specifically, you agree that: (a) Vention has a substantial and material interest in the Platform, the Services, User Content and any design made available or through the Platform; (b) Vention may be entitled to equitable and legal remedies in the event you consummate a transaction or enter into a business arrangement, utilizing, arising out of or related to the Platform, the Services, the User Content and any design made available or through the Platform with another vendor; and (c) Vention may suffer irreparable harm and significant damages if you communicate, negotiates or enter into any business arrangement for any project with elements similar to that which are encompassed in the Platform, the Services, the User Content, the Products and any design made available through the Platform with another vendor.

Conditions relating to use of the Service

You need a supported Web browser to access the Service. You acknowledge and agree that Vention may cease to support a given Web browser and that your continuous use of the Service will require you to acquire a supported Web browser. You also acknowledge and agree that the performance of the Service is incumbent on the performance of your computer equipment and your Internet connection.

You agree to use the Service exclusively with the intent to purchase Products from the Platform. Should you decide not to purchase Products from the Platform, you agree not to utilize your design or any User Content to make or have make, directly or indirectly, your design or any design made available through the Platform by any manufacturer other than Vention and not to circumvent the Services offered on the Platform unless otherwise agreed to by Vention.

As a condition to your use of the Service, you agree not to:

  • a) Impersonate or misrepresent your affiliation with any person or entity;
  • b) Access, tamper with, or use any non-public areas of the Service or Vention’s computer systems;
  • c) Attempt to probe, scan, or test collapsible vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
  • d) Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;
  • e) Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
  • f) Use the Service in an abusive way contrary to its intended use or the License related thereto, to its documentation or to Vention’s reasonable instructions;
  • g) Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • h) Infringe third party intellectual property rights when using or accessing the Service.

Vention will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Vention may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although Vention has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

Registration and Account

In order to be able to access and use the Service and functionalities that we may establish and maintain from time to time and in our sole discretion, you shall create a user account on the Website (the “Account”). We may offer different types of accounts for different types of users in our sole discretion.

You will have to provide login information such as a username and password to access your Account. You agree that you will provide Vention with your true and accurate information, as prompted by the registration forms. When you open an Account on behalf of a legal entity, then: (a) “you” includes you and that entity; and (b) you represent and warrant that you are an authorized representative of that legal entity with the authority to bind such legal entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

You are solely responsible for managing your Account and password and for keeping your password confidential. If you have forgotten your password, click on the “Forgot your password?” link and follow the on-screen instructions. You are also solely responsible for restricting access to your Account.

You agree that you are responsible for all activities that occur on your Account or through the use of your password by yourself or by other persons. If you believe that a third party obtained or guessed your password, use the password regeneration feature of the Service as soon as possible to obtain a new password and notify us immediately.

In all circumstances, you agree not to permit any third party to use or access the Service on your behalf.

Pre-sale Design Review

Vention may, in its sole discretion, offer design review for the use of the Service, such as for designing with Products on the Platform at your own risk (“Design Review”). Such Design Review do not constitute an engineering opinion nor recommendation and are not intended to replace consultation with engineers, other suitably trained professionals, or resource materials.

Any reference on the Platform to a design or User Content being licensed or credentialed in some manner, or badged, tagged, rated, vetted, “official”, or similar language designations indicates only that the design or User Content has completed a relevant account process or met certain criteria and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Vention of such design or User Content.

YOU ACKNOWLEDGE THAT, TO THE EXTENT FULLY PERMITTED BY LAW, VENTION AND/OR ITS AFFILIATES, AGENTS AND LICENSORS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES SHALL HAVE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY ADVICE OR SUPPORT THAT VENTION OR ANY OF ITS REPRESENTATIVE MAY HAVE GIVEN YOU FOR THE USE OF THE SERVICE OR DESIGN REVIEW. VENTION MAKES NO WARRANTY IN RELATION TO ANY INFORMATION PROVIDED TO YOU IN CONNECTION WITH DESIGN REVIEW, ITS ADEQUACY, ACCURACY, OR SUITABILITY FOR ANY PURPOSE. YOU SHALL INDEMNIFY AND HOLD VENTION, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ALL LOSS, DAMAGE, INJURY OR LIABILITY SUFFERED BY SAME, INCLUDING REASONABLE LEGAL FEES, ARISING FROM, DIRECTLY OR INDIRECTLY RELATED TO THE USE OF THE INFORMATION PROVIDED TO YOU IN CONNECTION WITH DESIGN REVIEW. For greater certainty and without prejudice to the generality of the foregoing, you shall remain solely responsible and liable for the review, approval and use of the design and its underlying engineering as if you independently created such designs and performed engineering yourself, without assistance (if any) from Vention, and shall ensure, without limitation, that such design (i) complies with all applicable law, national codes or guidelines and all applicable industry and engineering standards where you use the Product; and (ii) is valid, safe, accurate, complete, reliable, appropriate and suitable for the purpose for which you required it, the whole before purchasing the Product. THIS IS APPLICABLE FOR ANY DESIGN THAT YOU USE, EVEN AS TO THE DESIGNS THAT WERE CREATED BY US, SUCH AS THE “VENTION OFFICIAL” OR “VENTION PROTOTYPE” DESIGNS. YOU WILL HOLD VENTION, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY BODILY HARM OR CORPORAL DAMAGE DUE TO THE USE, ASSEMBLY OR INSTALLATION OF THE PRODUCT.

Uploading and Publishing User Content

For the purpose of these Terms and Conditions, any design, output, model, comment or other similar data developed with the Service or submitted to the Service by you shall be referred to as the “User Content”.

Some areas of the Service allow you to publish and publicly share User Content. Notwithstanding the foregoing, Vention reserves the right to review any User Content and to block it or remove it from the Website, for any reason whatsoever, including, but not limited to, because it violates this Agreement, it is illegal, offensive, or because it infringes any relevant law or right of any other party or it is otherwise objectionable or in the case a User Content integrates any Partner Product and the Partner requests the removal of such User Content.

You are responsible for ensuring that any User Content submitted through your Account: (i) complies with these Terms and Conditions and with all applicable laws and regulations; (ii) does not and will not infringe third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy; (iii) does not contain information or content that you know is not correct and current; and (iv) does not contain any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, harassing, humiliating to other people, hostile, or that which provokes violence or hostility.

You understand that we are not responsible for the User Content made available on our Website in any way, and that any use you may make of other User’s User Content, or that other Users may make with your User Content is between you and this other User, and that Vention is not part of this relation. Therefore, you are solely responsible for the accuracy, integrity, legality, reliability, and appropriateness of your User Content as well as for the consequences of publishing it and using it, notwithstanding any help or advice received by Vention regarding your User Content. You agree that your use of or reliance on any User Content is at your own risk and that you shall ensure, without limitation, that such User Content: (i) complies with all applicable law, national codes or guidelines and all applicable industry and engineering standards; and (ii) is valid, safe, accurate, complete, reliable, appropriate and suitable for the purpose for which you required it, the whole before purchasing the Product that recreate any User Content. You agree that Vention, its, agents and licensors and each of their respective officers, directors, and employees shall have no responsibility and assume no liability for any claims, losses or damages: (i) you allege to incur as a result from the use by you or any third party of any User Content made available on the site; or (ii) incurred by any third party as a result of the use or misuse or your User Content.

Assembly Drawings

When available, you may have access to assembly drawings (the “Assembly Drawings”) provided via the Website that can be used for the assembly of your design. These Assembly Drawings are to be used solely for the purposes of purchasing Products. You understand that such Assembly Drawings are provided to you for guidance purposes only, and that you rely on these Assembly Drawings at your own risk. Vention shall not be held liable for the content provided in the Assembly Drawings, and you agree to hold Vention harmless of any claim, damage or loss arising from the use or misuse of the Assembly Drawings.

Assembly Service

If you choose the assembly service offered from Vention, when such service is made available to you, these specific terms and conditions shall apply to the assembly service (the “Assembly Service”):

  • a) Should you require extra items for the Assembly Service, Vention will, at your choice, outline the items that are required to be purchased from the Vention Website or charge you for said items and the payment will be made directly with the payment method used on the order related to the Assembly Service;
  • b) Vention shall not be responsible for any equipment malfunction related to the assembled Products or any interoperability of the assembled design with any of your existing installation or equipment meant to operate with the assembled Products;
  • c) Assembly of the Products will only be performed in accordance with the design. Vention shall be held harmless and you agree to indemnify Vention for any issue relating to the assembly.
  • d) The user is solely responsible for ensuring that the design is safe, reliable, appropriate and suitable, and that the assembly installation is safe and proper for the intended application.
  • e) You acknowledge that you are responsible for payment of the shipping fees of the assembled Products;
  • f) The Assembly Service price may be amended from time to time by Vention at its sole discretion. The assembly price indicated on the Vention website when you place your order is the final price for the Assembly Service;
  • g) Once an Assembly Service enquiry is made, you may not cancel the Assembly Service, unless the Assembly Service is cancelled within twenty-four (24) hours of the Order for the Products. Should you wish to cancel the Assembly Service after twenty-four (24) hours of the Order for the Products and before the Products have shipped, a cancellation fee equivalent to thirty percent (30%) of the Assembly Service price shall apply. To cancel an Assembly Service, contact: support@vention.io.

Additional Services

Certain additional services may be provided by Vention or directly by a Vention Certified System Integrators (“CSI”), such as on-site assembly, programming, equipment calibration and equipment commissioning services for the Products you purchased (the “Additional Services”). Provided you chose Vention to provide such Additional Services, either through Vention or a CSI, such Additional Services will be subject to these Terms and Conditions and other terms and conditions set forth in a project agreement with you and/or the CSI and/or Vention. However, if you chose to contract directly with a third party, including a CSI, for the provision of Additional Services, you agree and acknowledge that Vention is in no event responsible for such Additional Services. In this context, there is no relationship between Vention and the CSI, and any claim relating to the performance of Additional Services by the CSI shall be addressed directly with the CSI.

For greater certainty, CSIs are independent contractors and as such are not employees, Partners, representatives, agents, joint ventures, or franchisees of Vention. Unless stated otherwise in a separate agreement, or unless Vention offers itself the Additional Services or in collaboration with the CSI, you hereby acknowledge that Vention does not supervise, directly or indirectly, control or monitor a CSI’s work and expressly disclaims any responsibility for the services they provide.

In the event Vention recommends that a CSI should be used to accomplish any of the Additional Services, and provided you choose not to do so, Vention shall have no responsibility to provide Support Services in order to resolve any issues with Equipment that fall outside of the standard support policy.

Structural Assessment, Safety Features and Maintenance

Certain designs originating from the Vention Platform may require additional safety features, or engineering validation in terms of a structural assessment that could be contracted from Vention if you choose to do so.

By submitting an order which required a machine safety system, you confirm that Vention offered that a safety system be included directly into the Product you are purchasing. You are allowed to opt-out of this option. A Safety System may include but is not limited to one or multiple interlock switches, an e-Stop button, a light-curtain system, an area scanner, machine guarding or safety fencing. If you choose to opt out of this option, you undertake to leverage other means to add the required Safety Machine to follow all applicable safety norms, regulations and laws in your jurisdiction. In the event of a safety-related accident or issue., you shall hold Vention harmless of any damages or injuries that could have arisen, whether directly or indirectly, from a faulty Safety system to which Vention had no involvement or the absence of a Safety system.

By submitting an order that required a structural integrity assessment, you confirm that Vention offered that a third-party structural assessment for my equipment be done. You are allowed to opt-out of this option in which case you undertake to leverage other means to assess the structural integrity of the equipment in order to follow all applicable safety norms, regulations and laws in your jurisdiction. Further, you remain responsible to validate that any anchoring of Vention equipment to your existing equipment, building structure or flooring complies to applicable norms, regulations and laws. You acknowledge that Vention is not equipped to provide those engineering services as they require specific knowledge of existing installations in place for which Vention has not been granted access and/or applicable technical data. As such, you accept to be the sole executer responsible of such validation. In the event of a structure-related accident or issue, you will hold Vention harmless of any damages or injuries that could have arisen, whether directly or indirectly, from improper structural design of the equipment or from insufficient validation from your part.

In regards to maintenance, you are responsible to conduct preventative maintenance as per Vention’s guidelines or as otherwise communicated.

Food Grade Disclaimer

Vention does not provide food-grade compatible Products. You are responsible for evaluating if food-grade compliance is required for the intended use case of the Products and you agree to hold Vention harmless from any claim related to use of Products which requires food-grade equipment.

Ownership of the User Content

Any original User Content that is created by you is owned by you (save and except the limitations provided by the terms of the License to use the Services provided herein), and you retain your rights to the User Content you submit, post or display on or through the Platform.

By publishing your User Content in the public section of the site, you will be deemed to have granted to Vention and any person accessing such part of the website a royalty-free (subject to any royalty program that may be established from time to time at Vention’s sole discretion, the whole as more fully described herein), perpetual, worldwide, and non-exclusive, transferable and sublicensable license to, without limitation, use, reproduce, copy, modify and adapt the intellectual property owned by yourself and contained in your User Content. You will also be deemed to permit persons to whom the User Content is made available to do the same, subject to you having agreed to publish such User Content in the public section of the site.

Notwithstanding the foregoing, Vention enables you to specify the level at which access to and usability of your User Content is permitted. You understand that you are solely responsible for establishing the appropriate level of permission to your User Content and that the modification of such levels may only be valid for the future. Furthermore, the above-mentioned license granted to Vention in connection with your User Content shall not be affected in any way by any parameters and levels of access and usage that you may specify from time to time for your User Content.

You agree to abide by any restrictions on access and usage that users may specify for their User Content, including that of using any User Content for the purpose of purchasing the Products, and you agree that Vention shall in no way be liable for the infringement by other users of any restrictions you may have specified.

Order Procedure

Orders only become binding with the acceptance of the order by Vention, whether the order was placed electronically within the Service or following a purchase order from you (when authorized by Vention) (a “Valid Order”). Vention is not bound to furnish its goods or services except in accordance with these Terms and Conditions. Any case of any inconsistencies between the Valid Order and these Terms and Conditions, the provisions of the Valid Order shall prevail. Vention reserves the right to reject or cancel Valid Orders for any reason, including but not limited to the event where any applicable law or commercial agreement prevents the sale of the Products in your area. The Partner Products sold by the Partners or through the Service follow terms and conditions specific to those Partner Products. You are responsible for acknowledging the terms and conditions relating to the Partner Products you are ordering. When ordering products from a Partner, you are deemed to have read the terms and conditions relating to such products and to have agreed with them.

Valid Order Cancellations by you

Vention may, in good faith, accept a request for cancellation of a Valid Order that is made within twenty-four (24) hours following the submission of the order. Should you cancel a Valid Order twenty-four (24) hours after the Order for the Products and before the Products have shipped, a cancellation fee equivalent to thirty percent (30%) of the Valid Order shall apply. To cancel an Assembly Service, please refer to these Terms and Conditions and contact: support@vention.io. If Vention or, when applicable, a Partner, has already started the execution of a Valid Order, then no cancellation shall be allowed.

Pricing and Payment Terms

For Products purchased on the Vention Website, final pricing, including Product prices, Assembly Services fees and shipping and handling fees, is reflected on a Valid Order. Once you have chosen your shipping method, final prices stated in your Valid Order shall be deemed to include all applicable taxes in accordance with applicable laws, as well as any fees, costs, and expenses relating to packaging, crating, boxing, but shall be deemed to exclude all applicable customs, tariffs and duties unless otherwise stated by Vention in your Valid Order. Without prejudice to the generality of the foregoing, you shall be solely responsible for all costs for transporting, loading and unloading, customs, tariffs and duties, insurance any other similar financial contributions or obligations relating to the sale and shipment of the Products. Published prices on Products may be changed without notice, at Vention’s or our Partners’ sole discretion, but changes will not affect any Valid Order for Products that you have already placed and accepted by Vention. All monies stipulated in this Agreement, in the Service, Support Services, Assembly Services and for the Products are expressed in the currency you have elected and that was made available to you on the Platform at the time of submission of your order.

Vention is responsible for collecting payments for the Partner Products you may order. If you are eligible to rebates granted by Vention, the rebates are applicable to the Vention Products only and, at Vention’s discretion, it is possible that the rebates cannot be applied on Partner Products.

Vention (or its third-party payment processor, if applicable) shall charge all applicable fees on the credit card specified for the payment and process the charges to such credit card prior to shipment of the Products ordered. You agree that we do not provide any warranties with respect to such third-party payment processor services and that it is your responsibility to read the terms and conditions and/or privacy policies applicable to such services before using them. You acknowledge that Vention has no control over such services and shall not be responsible or liable to anyone for such services.

Vention accepts no liability to complete any transaction which cannot be cleared by our payment processor, whether because there are no sufficient funds available on your credit card or otherwise. If such situation would occur, you will receive an error message from the Service and the transaction will be denied. Moreover, Vention may suspend your Account and contact you so you can provide Vention with valid alternative credit card information. Such suspension shall not relieve you from your obligation to pay any fees owed to Vention.

Delivery, Transfer of Title and Risk of Loss

You may choose, when selecting shipping options, to request delivery with our carrier, or to pick-up your order at our facilities, unless the shipment is for a product from a Partner in which case the terms and conditions of the Partner will apply.

Except as otherwise stated in a Valid Order, for orders that are shipped to you, delivery terms and transfer of title and risk shall be DDP for Canada and United States and DAP or DAT for other countries and territories as indicated in your order. Shipment is to be made by such mode of transport and route as determined by Vention or the Partner. Vention reserves the right to make shipment in installments when necessary, to invoice each installment accordingly, and to expect payment for each installment following Vention’s payment terms.

For Valid Orders that are picked-up at our facilities, delivery terms and transfer of title and risk shall be EXW.

SHIPPING DATES GIVEN BY VENTION, IF ANY, ARE APPROXIMATE AND ARE BASED ON PROMPT RECEIPT OF ALL NECESSARY INFORMATION REGARDING THE ORDER. VENTION UNDERTAKES TO USE ITS REASONABLE ENDEAVORS TO DISPATCH THE PRODUCTS ON AN AGREED DELIVERY DATE BUT DOES NOT GUARANTEE TO DO SO. THE SHIPPING DATES GIVEN BY VENTION ARE NOT GUARANTEED AS THERE COULD BE AN EXTENDED LEAD TIME DEPENDING ON THE COMPLEXITY OF THE VALID ORDER (INCLUDING BUT NOT LIMITED TO, A VALID ORDER WITH CUSTOM CUTS OR PARTNER PRODUCTS OR ELECTRONIC COMPONENTS). Time of delivery is not of the essence of this Agreement. Failure to make shipments as scheduled does not constitute a cause for cancellation and/or for damages of any nature against Vention. If a delay is requested by you, or any delay is caused by lack of shipping instructions from you, Vention will store all items ordered at your risk and expense to the full exoneration of Vention.

Vention shall not be liable for any indirect, consequential, special, or incidental losses or damages arising directly or indirectly from any delay in the delivery or short delivery of the Products.

Notwithstanding the above, for products provided by Partners directly to you, there may be no possibility of pick-up and delivery at our facilities. In such case, the delivery will be subject to the terms and conditions of the Partner, including the delivery date and transfer of title and risk, and Vention will have no liability regarding the shipping.

Proprietary Rights

All right, title, and interest in and to the Service and the site (including without limitation, all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software), are and will remain the exclusive property of Vention and its licensors. The Service and the Website are protected by copyright, trademark, and other domestic and foreign laws concerning intellectual property. Except as expressly permitted in this Agreement, you may not reproduce, modify, or create derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or commercially exploit the Service.

Vention, MachineBuilder, MachineLogic, MachineMotion, MachineApps and related words and logos, as well as the names of other products or services of Vention, are trade names, trademarks or registered trademarks of Vention. The names of other companies, products or services referred to in this website may be the trademarks of their respective owners. Any unauthorized use of any of these trade names or trademarks is prohibited. All rights that are held by third parties remain the property of the third party and can be subject to specific conditions.

Royalty and Referral Fee Programs

Vention reserves the right to, from time to time, establish programs pertaining to, in particular, granting of royalty or referral fees, and to specify the terms and conditions applicable to such programs (the “Programs”). Such Programs as well as their full description, will be made available by Vention on its website or otherwise communicated to you. Vention will have the right to modify or cancel such Programs at any time in its sole discretion.

Third Parties Links

Hyperlinks to third-party websites, including, but not limited to, payment processing service providers, are provided for your convenience only, and the inclusion of any link does not imply the endorsement of any such link by Vention. Vention does not control these linked sites, has no control over the content of any linked sites and is not responsible for any information, data, products or services on or available through such websites or for your use of such websites. You agree that such links to third-party websites or resources may be subject to different terms and conditions and privacy practices.

Information Accuracy

The contents of the Website, including but not limited to, any User Content, resources (such as video tutorials, white papers, tech docs and hardware catalogs, blog posts, comments made on the community forum), are provided strictly for your convenience. Although Vention tries to ensure that information on the Website is accurate, we do not guarantee or represent that such information is accurate, complete, current or suitable for any particular purpose. Accordingly, you use or rely on such information at your own risk. The information for Partner Products is provided by the Partners to Vention and Vention is not liable for the accuracy or completeness of the information.

Product Refunds

Provided Products on a Valid Order are discontinued or can no longer be sold to you before they are shipped to you, Vention shall refund you the monies paid directly with the payment method used on the order related to the Valid Order.

Limited Vention Product Warranty

THE FOREGOING WARRANTY IS FOR YOUR EXCLUSIVE BENEFIT AND IS NOT TRANSFERABLE AND IS APPLICABLE EXCLUSIVELY TO VENTION PRODUCTS. AS SUCH, THIS LIMITED VENTION PRODUCT WARRANTY SPECIFICALLY EXCLUDES PARTNER PRODUCTS. FOR INFORMATION REGARDING ANY WARRANTY AND OTHER TERM AND CONDITION FOR SALE OF A PARTNER PRODUCT, PLEASE REFER DIRECTLY TO THE TERMS AND CONDITIONS OF SALE OF THE PARTNER.

We devote significant effort and care to provide you with Vention Products that satisfy high quality standards. If a Vention Product is defective, you acknowledge that our only warranty or other obligation and your only remedy against us with respect to the defective Vention Product is for us to replace any Vention Product or part of a Vention Product if it is defective in material or workmanship when sold, provided any such defect be reported to Vention in writing within one (1) year of shipment from warehouse (the “Warranty Period”). Defective Vention Products shall be dismantled and returned to Vention following any instruction that Vention may give or display on its Website for such return. No warranty is made, express or implied, that the Vention Products or the Partner Products are appropriate or suitable for your purposes or use. For greater certainty, you are solely responsible and liable for checking the correctness, dimensions, safety, applicability, and functionality of the Vention Products and Partner Products in reviewing and approving your design, and you are solely responsible and liable for proper installation for the right purpose of the Vention Products and Partner Products purchased. THIS IS APPLICABLE FOR ANY DESIGN THAT YOU USE, EVEN AS TO THE DESIGNS THAT WERE CREATED BY US THAT MAY BE REFERED TO AS “VENTION OFFICIAL” DESIGNS OR IN ANY OTHER MANNER FROM TIME TO TIME. YOU ARE RESPONSIBLE FOR CONDUCTING ANY AND ALL SAFETY ASSESSMENTS, REVIEWS, AND CERTIFICATIONS REQUIRED BY ALL APPLICABLE LAWS AND REGISTRATIONS, INCLUDING FOR PRODUCTS THAT ARE COMPRISED OF PARTS AND SERVICES PROVIDED BY VENTION, A CERTIFIED SYSTEM INTEGRATORS, AND/OR A PARTNER.

If the Vention Products fail to conform to this warranty during the Warranty Period, Vention will, at its sole discretion, either: (a) repair or replace any defective part of the Vention Product; or (b) accept the return of the defective Vention Product and refund you the price actually paid for such Vention Product. Repair or replacement may be made with a new or refurbished Vention Product, at Vention’s sole discretion. If the Vention Product is no longer available, Vention may, at its sole discretion, replace the Vention Product with a similar product of similar function. Any Vention Product that has either been repaired or replaced under this warranty will be covered by the terms of this warranty for the longer of: (a) ninety (90) days from the date of delivery of the repaired Vention Product or replacement Vention Product; or (b) the remaining Warranty Period.

Before making a claim under this warranty, you must: (a) notify Vention of the intention to claim by sending an email (e-mail refers to written messages sent electronically through a computer network, from one mailbox to another, through an e-mail system) to warranty@vention.io during the Warranty Period and providing a description of the alleged failure; and (b) comply with Vention’s return shipping and/or in-home repair instructions. Vention will bear the reasonable return shipping costs, as applicable, if any, of the defective Vention Product and the shipping costs of any new Vention Product that Vention may send you in exchange of your defective Vention Product at no extra cost for you.

Notwithstanding the above, this warranty does not cover Vention Product that have been subject to (collectively “Ineligible Products”): (a) modifications, alterations, tampering, or improper assembly, installation, calibration, maintenance or repairs, or assembly, installation, calibration, maintenance or repair in a manner that does not comply with the Vention maintenance, applicable codes, standards, laws or regulations ; (b) handling, storage, assembly, installation, testing or use not in accordance with the instructions provided by Vention (if any) or made in an improper or unlawful manner; (c) accident or abuse or misuse of the Vention Product; (d) any Partner Products, even if packaged or sold with Vention Products; (e) connection of the Vention Product to or incorporation of the Vention Product into other objects, power or external circuitry; or (f) defective design or improper assembly or use of the Vention Product or Partner Products within their intended operating conditions. This warranty does not cover consumable parts, including batteries, if applicable, unless damage is due to defects in materials or workmanship of the Vention Product (even if packaged or sold with the Vention Product). Furthermore, any order made on the Website that includes a Partner Product shall be subject, for this Partner Product provided by the Partner, to the terms and conditions of this Partner and Vention shall have no liability for such order. It is possible that certain warranties would be provided by the Partner and may differ from that provided herein and it is your responsibility to request that information from the Partner directly.

Support Services Plan

THE FOREGOING SUPPORT SERVICES PLAN IS FOR YOUR EXCLUSIVE BENEFIT AND IS NOT TRANSFERABLE.

Vention aims to provide exceptional customer service to you. The Support Services Plan is designed for those who require assistance (the “Support Services”) after the purchase of Products (the “Support Services Plan”). In such case, the Support Services will be provided by Vention subject to your compliance with your obligations under this Agreement and any other applicable agreement under which you have ordered Products. Vention reserves the right to amend the Support Services Plan at any time by simple amendment of this Agreement. The Support Services Plan provided by Vention will be free of charge if the Product is covered under the Limited Vention Product Warranty, unless as otherwise provided herein and will be valid for a period of one (1) year after the date of purchase. Phone and email support is available Monday through Friday, from 9AM to 6PM, Eastern Standard Time, excluding weekends and Canadian holidays (“Hours of Operations”). Support Services availability may occasionally vary from stated hours due to downtime for systems and server maintenance, and circumstances beyond the control of Vention. Phone and chat support requests will be handled in the order in which they are received.

Vention will make reasonable efforts to respond to a Support Request (as defined herein) within a reasonable time (“Response Time”) but does not guarantee that a response will be provided within a specific time period. All Response Times are measured in accordance with the Support Services Plan’s Hours of Operations. Vention will make reasonable efforts to resolve a request for support under the Support Services Plan (the “Support Request”) but does not guarantee that the problem will be resolved.

Upon a receipt of a Support Request, Vention will make all reasonable efforts to identify the issue to be resolved (“Root Cause”). Therefore, you will report to Vention all problems with the Products and implement any corrective procedures or duly perform any instructions provided by Vention promptly. You will provide Vention with all information, access and good faith cooperation to facilitate the provision of the Support Services Plan.

Vention shall provide up to two (2) hours of Support Services at no charge for the sum of all individual Support Requests for a given machine, design, assembly, equipment, Product or such other system made whole by the sum of purchased Products, whether through a single or multiple Valid Orders, as defined by Vention.

Provided the Root Cause is identified by Vention as originating from the Products or the Services themselves, then Vention shall provide Support Services at no charge until the issue is resolved.

If the Root Cause is identified by Vention, at its sole discretion, as originating from a fault of your own, then any time invested at identifying the Root Cause and solving the Root Cause, in excess of the initial two (2) hours of Support Services offered at no cost to you by Vention, will be charged at the rate of $200 per hour (the “Hourly Rate”), times the number of hours it takes to resolve the issue, or until (a) you request that the Support Services stop, or until (b) Vention stops providing the Support Services, at its own discretion.

Vention shall have no responsibility to provide Support Services for Ineligible Products. For clarity, if Vention identifies that the User is at fault for the Root Cause triggering the Support Request, Vention shall have no responsibility to provide Support Services to resolve the issue.

The same payment terms and conditions as those in place when the Valid Order for which the Support Request was made shall apply for payment of the bill of the Support Services. The Hourly Rate shall be converted in the currency which was selected at the time the Valid Order for which the Support Request was made, using the exchange rate applicable at the time the Support Services Plan is being executed, unless as otherwise agreed to by both parties.

Generally, a Support Request is resolved and Vention will have no further obligation towards you (except as provided in the Limited Vention Product Warranty) when you receive one of the following: (a) information on how to resolve the problem (including Standard Training Sessions, as such term is defined herein); (b) information on how to obtain a software solution that will resolve the problem; (c) notice that the problem has been identified as a hardware equipment issue originating from your installations and as such is not covered under the Limited Vention Product Warranty; or (e) you chose not to have Vention provide the Support Services.

In the event you fail to comply, in whole or in part, with any instructions or recommendations provided by Vention or with any obligation hereunder, the whole to Vention's satisfaction, Vention may, at its sole discretion, decline you the benefit of the Support Services Plan and the Limited Vention Product Warranty for the Products aimed by your Support Request. In such event, Vention shall have no further obligation to you with respect to the Support Services Plan and the Limited Vention Product Warranty for said Products.

As part of the Support Services Plan, Vention may provide you with limited complimentary online documentation consisting of standard training sessions for assembly, programming, and integration of Products (the “Standard Training Sessions”), the format of which is to be decided at Vention’s discretion. The Standard Training Sessions are designed to transfer knowledge and to assist you with commissioning.

In the event on-site technical Support Services are required for a Service Request, you shall be responsible for all customary and reasonable pre-approved out-of-pocket travel, meals and lodging costs and expenses incurred by Vention’s representative in connection with the performance of technical Support Services. Vention shall provide an estimate of such costs beforehand, which may include any and all surcharges deemed necessary by Vention to ensure Vention’s representatives safety. You are responsible to grant access to the location at the arranged time and provide a safe working environment sufficient for Vention to perform the Support Services.

Export of our Products

If you decide to export the Products you purchase through the Platform to another country, you are solely responsible for: (a) obtaining and paying for all necessary licenses, permits, customs clearances and all other authorizations as well as paying for all duties, tariffs and other taxes associated with the import of the Products; and (b) compliance with all laws governing that country’s importation process.

Disclaimer of Warranty and Limitation of Liability

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, VENTION MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICE, THE SUPPORT SERVICES OR THE PRODUCTS, INCLUDING THAT THE SERVICE, THE SUPPORT SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PROVIDED BY THIRD PARTIES, THAT THE SERVICE OR THE SUPPORT SERVICES WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR FREE, OR THAT ALL ERRORS IN THE SERVICE WILL BE CORRECTED. VENTION PROVIDES THESE “AS IS” AND “AS AVAILABLE”.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, VENTION’ WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL VENTION, ITS AFFILIATES, SUBSIDIAIRIES, SUPPLIERS OR LICENSORS AND THEIRS RESPECTIVES EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS. MOREOVER, VENTION SHALL HAVE NO LIABILITY FOR ANY DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH (I) THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SERVICE, (II) YOUR PURCHASE, USE AND RESALE OF ANY PRODUCT FROM US (III) YOUR USE OF ANY USER CONTENT, AND (IV) THE MISUSE, IMPROPER SELECTION, FAULTY REPAIR OR IMPROPER MODIFICATION OF A PRODUCT, WHETHER FORESEEABLE OR NOT, AND EVEN IF VENTION HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT VENTION IS FOUND LIABLE TO PAY YOU ANY DAMAGES, VENTION’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT THAT GIVES RISE TO THE CLAIM. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR ACTION BROUGHT AGAINST US ARISING OUT OF ANY PRODUCT WE SELL TO YOU MUST BE BROUGHT WITHIN ONE YEAR AFTER THE PRODUCT HAS BEEN DELIVERED TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless Vention, its officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with : (a) your access to or use of the Service, the Support Services, the Assembly Services and the Support Plan Services; (b) your violation of this Agreement; (b) your violation of any rights of another party, including any users; (d) your use of Products ordered; (e) your violation of any applicable law, rule, or regulation; (f) any claim or damage from a third party that arise as a result of any of your User Content, or any claim or damage you may incur as a result of your use of any User Content or any other information published on the site, in the Service, or in connection with the Products; or (g) any third party’s access and use of the Service with your username or password; or (h) any violation of your rights by the Partners, including shipping, quality of the product and warranty issues.

Termination of your Account or this Agreement

You may cancel your Account at any time by deleting your Account. Vention also reserves the right to suspend or end the Service or stop selling the Products at any time at its discretion and without notice. For example, Vention may suspend or terminate your use of the Service if you are not complying with the present Agreement, or use the Service in a manner that would cause Vention legal liability, disrupt the Service or disrupt others’ use of the Service. Vention also reserves the right to terminate and delete your Account if you haven’t accessed the Service for 12 consecutive months.

Vention reserves the right to temporarily or permanently discontinue the Service and/or the website at any time. Vention will deploy commercially reasonable efforts to notify you of such discontinuation. The Partners can discontinue their products without notice and Vention cannot be held liable for the Partners’ actions.

If you breach this Agreement, Vention will have the right to terminate this Agreement immediately, without notice, unless otherwise required by any applicable laws, and to deactivate your Account. Upon termination of your Account or this Agreement, your right to use our website and Service shall immediately cease. You may not be able to retrieve any Content that you may have published or saved on the Service.

All provisions of this Agreement which by their nature should survive termination shall survive the termination of this Agreement, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

Upon termination of your Account or this Agreement, your personal information collected will be processed in accordance with the Vention’s Privacy Policy.

Amendments

Vention may amend this Agreement or any section of this Agreement, in whole or in part, at any time. In case of material changes to this Agreement, Vention will inform you of such change by posting a notice on the website informing you of such amendment, or by any other reasonable means selected by Vention. Your continued use of the website after such changes will indicate your acceptance of such changes and you are responsible to review this Agreement before ordering Products or using the Service. If the amendment entails an increase in your obligations or a reduction in Vention’s obligations, Vention will give you the right to refuse any amendment and terminate this Agreement without cost, penalty or cancellation indemnity by sending Vention a notice to that effect no later than 30 days after the amendment comes into force. To send such notice, contact: support@vention.io. Refusing an amendment entails the termination of this Agreement, the automatic deactivation of your Account and denial of access to the Service.

General Provisions

This Agreement shall be governed by and construed by the laws of the Province of Quebec, Canada and the laws of Canada applicable to contracts between Quebec residents and to be performed in Quebec. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Québec.

This Agreement is the entire and exclusive agreement between Vention and you regarding the Service and the Products, and this Agreement supersedes and replaces any prior agreements between Vention and you regarding the Service and the Products.

You shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of Vention which consent is within Vention’s sole discretion. No assignment or delegation by you shall relieve or release you from any of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties and their respective successors and assigns. Vention shall be allowed to assign this Agreement to any third party without requiring your consent.

Vention will not be liable for any delay in or impairment of our performance under this Agreement or for any damages suffered by you by reason of such delay, when such delay or impairment is caused in whole or in part by governmental interference, natural disasters and catastrophic events, labor disruptions, strikes, riots, acts of war, terrorists, shortages or inability to obtain fuel, power, materials or supplies, hackers or vandals, power failures, accidents, or any other cause or causes which is beyond Vention reasonable control.

Nothing in this Agreement shall constitute a partnership or joint venture between you and Vention.

If a particular provision of this Agreement is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement and shall not affect the validity of this Agreement as a whole.

The parties have expressly requested that this Agreement be drawn up in English and that all modifications thereof can be made in this language.

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
      info@vention.cc

The current agreement's last update was on June 14, 2021.

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