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By accessing and/or using any of vendia’s services, you (hereinafter referred to as the “customer”) are hereby accepting all of the terms and conditions of the vendia terms of use (hereinafter referred to as the “agreement”). if you do not agree to this agreement in its entirety, sans a fully executed separate agreement between you and vendia, you may not access and/or use any of vendia’s services. you agree you’re your acceptance of this agreement shall be as enforceable as a written agreement executed by you and vendia.
For any employee, contractor, or agent of a legal business entity, you must be an authorized representative or authorized signatory who may bind said legal business entity in order to accept this agreement, and by accepting the agreement, you represent and warrant that you have the authority to do so. any and all rights granted under the agreement are contingent upon acceptance by an authorized representative or authorized signatory and shall be considered null and void otherwise.
The Vendia Terms of Use (hereinafter, the “Agreement”) are entered into by and between Vendia, Inc. (see Section 17 – Definitions for this and other capitalized defined terms) and the entity or person placing an order for, using, and/or accessing any of Vendia’s Services (hereinafter, “Customer” or “You”). This Agreement consists of the terms and conditions set forth below and any attachments, addenda or exhibits referenced in this Agreement, and any Order Forms that reference this Agreement.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any of Vendia’s Services through any online provisioning, registration, or order process or (b) the effective date of the first Order Form governed by this Agreement. This Agreement shall also govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer through any Order Form governed by this Agreement.
At any time, and for any reason, Vendia may modify this Agreement. Unless otherwise specified by Vendia, all changes become effective for the Customer upon renewal of the then-current Term or upon the effective date of any Order Form subsequently after the updated version of this Agreement goes into effect. Vendia will use commercially reasonable efforts to notify Customer of any changes through communications via Customer’s account, email, or any other means. Customer may be required to click to accept or otherwise agree to the updated version of this Agreement prior to renewing any Term or upon the effective date of a subsequent Order Form. Notwithstanding the foregoing, and in any event, continued use of any of Vendia’s Services after the aforementioned updated version of this Agreement goes into effect will automatically constitute Customer’s acceptance of such updated version.
In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to U.S. companies, such as the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and economic sanctions programs implemented by the Office of Foreign Assets Control (OFAC). For clarity, Customer is solely responsible for compliance related to the manner in which Customer chooses to use the Services, including Customer’s transfer and processing of Customer Data, the provision of Customer Data to any of its personnel or end users, and the CSP region in which any of the foregoing may occur. Customer represents and warrants that Customer and Customer’s financial institutions, or any party that owns or controls Customer or Customer’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
Vendia and Customer are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right to: (a) develop or have developed for its benefit any products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b): assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
Vendia shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Vendia or by third-party providers, or because of outside causes beyond Vendia’s reasonable control, but Vendia shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. NOTWITHSTANDING, VENDIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND VENDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON OR AN INTELLECTUAL PROPERTY CLAIM, VENDIA AND CUSTOMER AND THEIR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VENDIA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT VENDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Vendia shall defend, indemnify and hold Customer harmless from and against any and all loss, damage, fines or costs (including reasonable attorneys’ Charges and costs of suit) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer arising out of or related infringement by the Service or Software of any patent or any copyright or misappropriation of any trade secret or other intellectual property right (“IP Claim”), provided Vendia is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Vendia will not be responsible for any settlement it does not approve in writing, such approval not to be unreasonably withheld or delayed. The foregoing obligations do not apply with respect to portions or components of the Service to the extent (i) supplied by Customer, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified by Customer after delivery by Vendia, (iv) combined with other products, processes or materials where the alleged infringement is a direct result of such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement and such misuse is the direct cause of the IP Claim. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Vendia to be infringing, Vendia may, at its option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Service; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid and unused Fees for the Service.
Neither party shall be liable to the other party for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the affected party’s reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, pandemics, acts or orders of government, acts of terrorism, or war.
This Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. Any action or proceeding seeking to enforce any provisions of, or based on any right or claim arising out of this Agreement will be brought against Vendia or Customer exclusively in the federal or state courts located in San Francisco, California, and both parties’ consent to the jurisdiction of such courts in any such action or proceeding and therefore waives any objection to such venue.
This Agreement is not assignable, transferable, or sublicensable by Customer except with Vendia’s prior written consent, which shall not be unreasonably withheld or delayed. Vendia may transfer and assign any of its rights and obligations under this Agreement without Customer’s prior written consent.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and enforceable. Notwithstanding anything in this Agreement to the contrary, there shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither the Customer nor Vendia have any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices sent to Vendia must be sent to [email protected]. All notices sent to the Customer must be sent to the Customer’s email address, as provided in a subsequent Order Form. All communications and notices made or given pursuant to this Agreement must be in the English language. If Vendia provides a translation of the English language version of this Agreement, the English language version of this Agreement will control if there is any conflict.
“Affiliate” means any entity which owns or controls, is owned or controlled by, or is under common ownership or control with respect to either Party.
“Documentation” means any content we or any of our Affiliates make available in connection with the Services or on the Vendia Site to allow access to and use of the Services, including APIs; technical documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Documentation does not include the Services.
“Order Form” means any order form outlining the Fees for the provisioning of Services by Vendia for Customer.
“Services” means the services made available by Vendia and provided to Customer, including those services described in the Product Service Terms. The Services are comprised of: Vendia Share, Vendia Site, Application Programming Interfaces (API), Command Line Interfaces (CLI), Documentation, Graphical User Interfaces (GUI), Software Development Kits (SDK) and/or other tools provided by Vendia.
“Service Offering” means a particular Service or set of Services provided by Vendia under this Agreement, with each Service Offering having its own corresponding SLA and Service Terms.
“Service Terms” means the additional terms and conditions applicable to a particular Service Offering that Vendia may post on the Vendia Site, as may be updated by Vendia from time to time.
“Software” means any source code, object code, underlying structure, idea, know-how or algorithm that is relevant to the Services; shall additionally mean any software, Documentation, or data related to the Services.
“Suggestions” means all suggested improvements to the Services that Customer provides to Vendia, including all comments made on public forums or other public or multi-user communication channels Vendia owns or operates, and all material uploaded to (or commented on) in any public repository Vendia owns or operates, whether in reference to Documentation or not. Suggestions include, but are not limited to, code samples, suggested revisions, comments related to the Services or their features, and discussions of performance or other service characteristics.
Credit: Credits enable use of Vendia Share and represent any action on data as a result of user activity. Credits are a unit of measure that represent the heaviness of an action. The credits incurred for a given activity are detailed in the Usage Credit table.
Data Transfer: The payload of data read during a file read or shared in a write across all receiving “Nodes.” Data transfer amount is calculated as the cumulative amount of data shared, i.e., the payload, for a given activity (file size x # partners shared with each write).
Data Type: The type of data, i.e., scalar or file, which is stored and acted on. Actions on each data type use varying credits given activity on files is heavier than that on data. Data storage fees will vary based on the data type that is stored based on the terms determined by each cloud service provider.
Activity: Indicates transactions which occur on Vendia Share either as a result of direct or indirect instructions by a customer. Below outlines the type of activities that are relevant for pricing.
Read Data, “a read”: Each query submitted to any “Node’s” GraphQL HTTPS endpoint and each blob storage ‘GET’ constitutes a read transaction. Multi-part blob downloads are billed as independent reads.
Write Data, “a write”: Each mutation transaction submitted to the GraphQL HTTPS endpoint constitutes a write.
Receive Shared Data, “a share”: Each mutation transaction invoked as part of the replication of data to other “Nodes” in the Uni counts as a receipt of shared data. Only data that is permitted to the receiving party, including explicitly partially permissioned with ACLs, or implicitly permitted with the exclusion of ACLs, is considered received data.
Connector – Messages: Any message sent to cloud services (e.g. AWS Lambda or Azure Event Grid) initiated by Block Notifications as a result of activity on Vendia Share.
Connectors – Enterprise: A data layer that sends data in, or out, of Vendia Share based on triggers of actions, to data stores or other Enterprise business applications.
Data Storage Fees: Data stored on the Vendia Share platform is subject to storage fees for scalar and file data based on the selected cloud service provider (“CSP”) and region of the Customer’s “Node.” Data storage fees are calculated based on the consumed GB-month, as specified by the “CSP, plus an additional 10% management fee.
Data Transfer Fees: Data transfer fees are pass-through as billed by the cloud service provider of the Customer’s selected “Node” for any amount of data transferred above the “Shared Data Transfer Limit.”
Shared Data Transfer Limit indicates the amount of data, in gigabytes (GB) that can be shared, cumulatively across the network, in a single write activity before being subject to additional data transfer fees. Data transfer amount is calculated as the the cumulative amount of data shared, i.e., the payload, for a given activity (file size x # partners shared with each writer).
Any data transferred as a result of reading files, or greater than the “Standard Data Transfer Limit” for data writes (scalar or files), is pursuant to pass-through data transfer fees as specified by the hosting cloud service provider (“CSP”) and region of the sharing “Node.”