These Terms of Service ("Terms") govern access to and use of the Venn.cloud platform and related services ("Services"). By accessing or using the Services, you ("Customer") agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization.
"Venn" means Venn.cloud and any current or future legal entity formed to operate the Venn.cloud business, together with its founders, owners, parents, subsidiaries, affiliates, officers, directors, employees, contractors, agents, representatives, successors, and assigns.
Venn provides a platform for identifying, analyzing, and activating partner relationships, including generating insights, recommendations, and communications. Venn may modify, update, or discontinue the Services at any time without liability.
Customer grants Venn a worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free license to access, use, process, store, copy, modify, distribute, and create derivative works from Customer Data for purposes of operating, improving, and developing the Services.
Customer agrees that Venn may use Customer Data to train, fine-tune, and improve machine learning and artificial intelligence models, including models used across multiple customers.
Venn may collect, use, and disclose aggregated and de-identified data derived from Customer Data for any purpose, including analytics, benchmarking, commercialization, and product development.
Venn retains all right, title, and interest in and to any derived data, including relationship graphs, partner intelligence, scoring models, enrichment outputs, recommendations, and insights, provided such data does not identify Customer.
Customer acknowledges that Venn may combine Customer Data with data from other customers to improve the Services.
This Section survives termination of these Terms.
Customer is solely responsible for the accuracy, legality, and rights to Customer Data, all communications sent using the Services, and compliance with applicable laws (including email, privacy, and data protection laws). Customer represents that it has all rights necessary to provide Customer Data to Venn.
The Services may include integrations with third-party systems or incorporate third-party data. Venn is not responsible for the accuracy, completeness, or availability of third-party data or services.
Customer grants Venn a perpetual, irrevocable, royalty-free license to use and incorporate any feedback, suggestions, or improvements into the Services without restriction or compensation.
Customer agrees not to use the Services for unlawful purposes, violate applicable regulations, interfere with or disrupt the Services, or attempt to reverse engineer or access unauthorized portions of the Services.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." Venn disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Venn does not guarantee the accuracy or usefulness of any outputs or recommendations.
Customer acknowledges that all outputs, insights, and recommendations are informational only and Customer is solely responsible for decisions and actions taken based on the Services.
To the maximum extent permitted by law, Venn shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities. Venn's total liability shall not exceed the amount paid by Customer in the 12 months preceding the claim. All limitations of liability and disclaimers apply to Venn and each of its founders, affiliates, officers, directors, employees, contractors, and agents.
The Services are intended solely for use by Customer. Venn shall have no liability to any third party, including partners, prospects, or end users. Customer is solely responsible for any communications or actions taken using the Services.
Customer will defend, indemnify, and hold harmless Venn from any claims, damages, liabilities, and expenses arising out of Customer Data, Customer's use of the Services, violations of applicable law, or communications conducted using the Services.
Venn may suspend or terminate access to the Services at any time. Upon termination, Customer access may be revoked, and provisions relating to data rights, liability, indemnification, and general terms will survive.
Venn may modify these Terms at any time in its sole discretion. Updated Terms are effective upon posting or continued use of the Services. Continued use constitutes acceptance.
Venn may assign or transfer these Terms, without Customer consent, to any affiliate or successor entity, including any entity formed in connection with the operation of the Venn.cloud business. Customer may not assign these Terms without prior written consent from Venn.
These Terms are governed by the laws of the State of [Insert State], without regard to conflict of law principles.
These Terms constitute the entire agreement between Customer and Venn. If any provision is found unenforceable, the remaining provisions remain in effect. Failure to enforce any provision is not a waiver of future enforcement.