Last Updated: Jan 1, 2022
These Terms and Conditions (“Terms”), together with any and all other documents referred to herein, set out the terms of use under which you (“Client”) may use the software services we provide, which is a product of Odegi Inc. (“Venta360”, or “Service”). Please read these Terms carefully before using our Service and ensure that you understand them. If you do not agree to comply with and be bound by these Terms, you must not use the Service.
Your use of our Service is conditioned on your acceptance of and compliance with our Privacy Policy. Our Privacy Policy describes our policies and procedures we apply when collecting, using, and disclosing your personal information when you use our Service and informs you about your data protection and privacy rights. Please read our Privacy Policy carefully before using our Service.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to accept these Terms on that entity’s behalf, in which case “you” will mean that entity. If you do not agree to these Terms or if you do not have authority to enter into these Terms on behalf of a company, you may not access or use our Service.
Access to Service
The Service is entirely managed by us. In order to enable us to provide the Service to you, you must connect your ecommerce platform or website (“Client Site”) to our Service through the Application Programming Interface (“Venta365 API”) provided to you by us.
Payment
You agree to pay a monthly subscription fee which shall be communicated to you, that may vary depending on several circumstances such as the number of contacts we store. The monthly subscription payments shall be carried out via a credit card payment and are charged every month during which you use our Service. Failure to perform the payment shall lead to termination of the Terms and the Service will discontinue.
At our sole discretion, we may choose to not charge a subscription fee from our clients if they are using our other services relating to marketing which is governed by another set of Terms and Conditions.
Term and Termination
Either party may terminate these Terms at any time and for any reason. In addition, these Terms will terminate immediately, without notice, if you fail to comply with the terms set out herein, or if you remove the Venta360 API from your Client Site.
Upon any termination of the Terms, (i) Venta360 will cease providing the Service to you; (ii) you will delete all copies of the Venta360 API from your Client Site(s); (iii) any outstanding balance payable by you to Venta360 will become immediately due and payable; (iv) you will not be entitled to any refunds of any usage fees or any other fees; and (v) all of your data within the Service will no longer be available to you. We delete all data stored with our Service in 7 days of the termination of these Terms.
Upon any termination of the Terms, (i) Venta360 will cease providing the Service to you; (ii) you will delete all copies of the Venta360 API from your Client Site(s); (iii) any outstanding balance payable by you to Venta360 will become immediately due and payable; (iv) you will not be entitled to any refunds of any usage fees or any other fees; and (v) all of your data within the Service will no longer be available to you. We delete all data stored with our Service in 7 days of the termination of these Terms.
Limitation of Liability
Notwithstanding any damages that you might incur, the entire liability of Venta360 and any of its suppliers under any provision of these Terms and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you through our Service or 100.0 USD if you haven't made any payments for the Service.
To the maximum extent permitted by applicable laws, in no event shall we or our suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data, or other information, for business interruption, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms), even if we or any of our suppliers have been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Indemnification
You agree to indemnify and hold Venta360 and its officers, employees, and agents harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of our Service, (ii) your violation of these Terms; or (iii) your violation of applicable laws or regulations.
Venta360 retains the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Ownership of Data
You own and retain all right, title and interest to any and all data collected and processed by us on your behalf. You shall have the right to request an electronic copy of the data that we store and process on your behalf during the time period these Terms are in full force and effect. After the termination of these Terms, we shall permanently delete all data associated with you in 7 days of the termination date. It is your sole responsibility to request a copy of the data relating to your use of the Service until we permanently remove it from our servers, after which we shall have no obligation to provide you with data.
Governing Law and Dispute Resolution
These Terms, and the relationship between you and us, whether contractual or otherwise shall be governed by, and construed in accordance with the laws of the province of Ontario, and federal laws of Canada, where applicable. If you have any concern or dispute with regard to our Service, you agree to first try to resolve the dispute informally by contacting us through the details provided in these Terms. If this fails to produce a final outcome to your concern or dispute, then any dispute concerning these Terms, or the relationship between you and us, or any matters arising therefrom or associated therewith, whether contractual or otherwise, shall be subject to the exclusive jurisdiction of the courts of the province of Ontario.
Miscellaneous
It is your sole responsibility to ensure you are compliant with all applicable laws, regulations, and orders of any governmental authority in your jurisdiction.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
Venta360 shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable laws and the remaining provisions will continue to be in full force and effect.
Annex A
CCPA Data Processing Addendum
This Addendum (“Addendum”) forms part of the Venta360 Terms and Conditions entered by and between you, the Client, and Venta360, and reflects the requirements of the California Consumer Privacy Act (“CCPA”), and its implementing regulations. This Addendum clarifies our role as a Service Provider for the CCPA purposes, and only applies and binds the Parties if and to the extent Client is a Business as defined under the CCPA.
If you wish to obtain a signed copy of this Addendum you can send a request to info@odegiecommerce.com and we’ll provide you a countersigned copy.
1. Definitions
The following capitalized terms shall have the following meanings unless otherwise is expressly provided. Other capitalized terms not defined herein shall have the meanings assigned to them in the Terms and/or our Privacy Policy.
a. “Customer Personal Information” means any data of customers and users of the Client Site which is collected and processed by Venta360 solely on Client’s behalf, that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
b. “Service Provider” has the meaning set forth in Section 1798.140(v) of the CCPA.
2. Acknowledgements
Client is a Business and appoints Venta360 as a Service Provider to process the Customer Personal Information on behalf of Client. Client is responsible for compliance with the requirements of the CCPA applicable to Businesses.
Client represents and warrants that it has provided relevant notices to its customers and users that their personal information is being collected, used or shared pursuant to CCPA requirements.
3. Roles of Parties
The parties acknowledge and expressly agree that with regard to the processing of Customer Personal Information performed solely on behalf of Client, Venta360 is a Service Provider and receives Customer Personal Information pursuant to the business purpose of providing the Service to Client in accordance with the Agreement.
4. Restrictions for Venta360
Venta360 is not allowed to retain, use, or disclose the Customer Personal Information for any purpose other than for the specific purpose of performing the Service specified in the Terms for Client, as set out in this Addendum, or as otherwise permitted by the CCPA.
Venta360 is prohibited from using the Customer Personal Information for the purposes of providing services to other persons.
5. No Sale of Customer Personal Information.
Client and Venta360 acknowledge and expressly agree that in no event shall the transfer of Customer Personal Information from Client to Venta360 pursuant to these Terms constitute a sale of information to Venta360.
5. Data Subject Access Requests.
Venta360 will reasonably assist Client with any data subject access, erasure or opt-out requests and objections. If Venta360 receives any request from data subjects, authorities, or others relating to its data processing, Venta360 will without undue delay inform Client and reasonably assist Client with developing a response (but Venta360 will not itself respond other than to confirm receipt of the request, to inform the data subject, authority or other third party that their request has been forwarded to Client, and/or to refer them to Client, except per reasonable instructions from Client). Venta360 will also reasonably assist Client with the resolution of any request or inquiries that Client receives from data protection authorities relating to Venta360, unless Venta360 elects to object such requests directly with such authorities.
7. Conflict of Terms.
In the event of any conflict or inconsistency between the terms of this Addendum and the terms of the Terms with respect to the subject matter hereof and solely where CCPA applies, the terms of this Addendum shall control.
