Effective Date: May 25, 2018
1.1. These Terms of Service ("Terms") describe your rights and responsibilities when using our Services, and are between you and Venticento Studio Srls ("Venticento"). If you are agreeing to the Terms not as an individual but on behalf of your company, then "Customer" or "you" means your company, and you are binding your company to these Terms.
1.2. Venticento may change this TOS from time to time without prior notice. You can review the most current version of this TOS at the links provided on the Site. The revised terms and conditions will become effective upon posting and if You use the Service after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to You, your only remedy is to stop accessing and using the Service.
3.1. Venticento Studio Srls (referred to here as "Venticento" or “Application Provider”) provides its Service (as defined below) to You through its web site located at www.Herogami.com (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, You acknowledge that you have read, understood, and agree to be bound by this TOS. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If You do not have such authority, or if you do not agree with these TOS, You must not accept these TOS and may not use the Service.
4.1. The “Service", also referred as “Herogami Services” or "On-Demand Services" hereto, includes (a) the Site, (b) the on-line Herogami business productivity system (“Herogami”), tools and services provided through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS.
4.2 Herogami Services include:
- Free On-demand Services with limitations. Information about limitations available on Pricing page. "Free" means that Customer may use Service in accordance with these Terms free of charge for any period of time. Herogami reserves the right to change "free" service limitations, introduce payments, or terminate free service at any time and for any reason in our sole discretion, without liability to you with prior notification.
- Paid subscription-based On-Demand Services provided for the term specified in your Order ("Subscription Term"). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription via contacting Herogami Sales department. If you cancel, your subscription will terminate at the end of the then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
- Trial On-Demand Services provided by default for 30 days with no limitation for Authorized Users number. We may extend the term per request via Support or Sales departments. Except as otherwise specified in your Order, Trial Service data will become read-only upon expiration of term and can be converted to Free Service per request provided the limitations for Free Service haven't been reached with imposing current Free Service limitations unless you cancel your Service via contacting Herogami Sales department.
- Enterprise Private Cloud Service (“PrivateCloud”) provided on per-request basis. PrivateCloud features include but are not limited to: dedicated hosting and custom development availability. These Terms do not apply to Private Cloud Service Instances: Customer-specific custom Agreement must be signed for any PrivateCloud instance and/or installation.
5.1. Subject to the terms and conditions of these Terms, Venticento grants you a non-exclusive right to access and use the Herogami Service during the applicable Subscription Term (as defined below) in accordance with this document and the Documentation. If Venticento offers client software (e.g., a desktop or mobile application, or a browser add-on) for On-Demand Service, you may use such software solely with the On-Demand Service, subject to the terms and conditions of this document. You acknowledge that our On-Demand Service is an online, subscription-based product, and that we may make changes to the On-Demand Services from time to time.
5.2. Subject to the terms and conditions of this TOS, You may access and use the Service only for your internal business purposes as contemplated by the Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.
5.3. Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to Venticento. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Venticento, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
5.4. You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows. Venticento reserves the right to access any or all your accounts in order to respond to your requests for technical support.
5.5. You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Venticento’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.
5.6. The failure of Venticento to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and Venticento, even though it is electronic and is not physically signed by you and Venticento, and it governs your use of the Service and takes the place of any prior agreements between You and Venticento.
5.7. You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner.
5.8. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Application Provider is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
6.1. There may be storage limits associated with Herogami Service. In particular we may warn you if total attachments size for your Service Instance exceeds the storage quota associated with your subscription plan, being free or paid. We may impose new or modify existing storage limits for Herogami at any time in our discretion, with corresponding notification sent to Customers in advance.
7.1. You may need to register on Herogami.com in order to place orders, or to access/receive Service. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your Service Instance.
7.2. You are solely responsible for all actions taken through your Service Instance. If your Instance is being set up by someone who is not formally affiliated with an organization, the Customer is the individual creating the Instance. For example, if you signed up using a personal email address and invited a couple of friends to work on some Project, but haven't formed a company yet, then you are the Customer.
7.3. If you signed up for Service using your corporate email domain, your organization is the Customer, and the Customer can modify and re-assign roles on your Instance (including your role), and otherwise exercise its rights under the Contract.
8.1. ”Authorized users" means those uniquely identified individuals for which the applicable fees have been paid, as stated on the Order Document, who are authorized by you to use the functionality in the Service, and are marked as 'Active' in the Software database regardless of whether those individuals are actively using the programs at any given time. You are responsible for compliance with these Terms by all Authorized Users. All use of Service by you and your Authorized Users must comply with these Terms and must be solely for your benefit.
8.2. Customer will (a) inform Authorized Users of all Policies and Practices that are relevant to their use of the Services and of any terms and settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data (including Personal) under the Contract is lawful.
9.1. You must ensure that all Authorized Users keep their user IDs and passwords for the On-Demand Service strictly confidential and not share such information with any unauthorized person. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Herogami of any unauthorized use of which you become aware.
10.1. Venticento will maintain the security of Herogami On-Demand using industry best practices and implements security procedures to help protect Your Data from security attacks. However, you understand that use of the On-Demand Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and Venticento is not responsible for any of Your Data lost, altered, intercepted or stored across such networks. Venticento cannot guarantee that its security procedures will be error-free, that transmissions of Your Data will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. If a Non-Venticento Product is enabled for Customer’s workspace, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-Venticento Product.
10.2 The list of major security measures adopted for securely providing the Services is detailed in our Security Policy.
11.1. ”Your Data" means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Herogami On-Demand Service. You will retain all rights, title and interest in and for Your Data in the form provided to Herogami. Subject to the terms of these Terms, you hereby grant to Venticento a non-exclusive, worldwide, royalty-free right to (A) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the Service to you and to share Your Data with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) via Herogami. Venticento may also access your account or Instance on Herogami in order to respond to your support requests.
11.2. You will not submit to Herogami (or use the Herogami to collect): (A) any Personal Data, except as necessary for the establishment of your Herogami Service Instance and Authorized Users identification; (B) any patient, medical or other protected health information; or (C) any other sensitive information subject to regulation or protection under specific laws such as gender, sexual inclinations, religious beliefs and practices, age and so forth ((A) to (C), collectively, "Sensitive Data"). You also acknowledge that Venticento is not acting as your Business Associate or subcontractor.
12.1. You will defend, indemnify and hold harmless Venticento from and against any loss, cost, liability or damage, including attorneys' fees, for which Venticento becomes liable arising from or relating to any claim brought by a third party alleging that Your Data, or your use of the Herogami Services in breach of these Terms, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (A) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (B) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (C) all reasonable necessary cooperation of Venticento at your expense.
13.1. You must ensure that your use of On-Demand Service and all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations ("Laws"). You represent and warrant that: (A) you have obtained all necessary rights, releases and permissions to provide all Your Data to Venticento and to grant the rights granted to the Service in these Terms and (B) Your Data and its transfer to and use by Venticento as authorized by you under these Terms do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Venticento assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing and transmitting it.
14.1. You are responsible for properly cancelling your account. The account owner can cancel the account at any time by clicking the “Unsubscribe” link at the bottom of the Account page reachable through the User menu in the system page header after logging in by clicking the Account link. There are no other means of cancelling your account.
14.2. We will remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term. Most of the data is removed in 6 months after your Instance suspension or subscription term termination. Limited amount of Personal Data (such as Instance Owner Personal Data) will be kept for compliance and accounting reasons for longer period of time - typically up to 5 years.
14.3. If you are subscribed to the Paid Plan and You cancel the Service, your cancellation will take effect immediately and you will not be charged again. There are no cancellation fees, though no refunds are provided for prorated periods.
14.4. Venticento reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of your content in the Service, for any reason, including, if Venticento believes that You have violated these TOS. Venticento will use best efforts to publish on the Site or notify You about any planned downtime of the Service, and will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Venticento shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
15.1. Venticento has no obligation to monitor any content uploaded to the Service. Nonetheless, if we deem such action necessary based on your violation of these Terms or in response to takedown requests that we receive from law enforcement agencies, we may (A) remove Your Data from the Service or (B) suspend your access to Service. We will generally alert you in advance when we take such action and give you a reasonable opportunity and time to cure your breach, but if we determine that your actions negatively affect the operation of the Service, we may suspend your access immediately without notice. You will continue to be charged for any paid subscription to the Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any portion of the Service.
16.1. Herogami provides a single level of Technical Support called “Basic Support” which applies to all provided plans and usage options of Herogami. Basic Support is provided during business hours which refer to to 9AM GMT+1 to 6PM GMT+1 Monday through Friday.
16.2. Support requests are accepted only through Herogami official support contacts stated below and managed by Support Engineer(s) that will be the primary person to reply to your requests and therefore have a better knowledge of previous cases. In some cases other Support Engineers may also reply in order to improve response time. E-mail requests are monitored 9AM GMT+1 to 6PM GMT+1 Monday through Friday.
16.3. The official support contact is the following e-mail address: email@example.com
17.1. Venticento performs planned maintenance reboots of our servers on a bi-weekly or less often depending on the patches and fixes release schedules from OS and hardware vendors. Maintenance is performed on weekends, with explicit warning displayed in the application's UI a few days in advance. Typical downtime associated with planned maintenance is 30-60 minutes.
18.1. Training service is paid and available upon request. Venticento shall retain all rights, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any training services we provide (“Materials”). Any Materials provided to you may be used only in connection with Herogami and are subject to the same use restrictions for the Herogami Service. If applicable, you will reimburse Venticento for reasonable travel and lodging expenses as incurred.
19.1. The Herogami Service is made available on both a free and a pay-as-you-go basis. The activation of a customer account is subject to the automatic subscription to a Free Plan and comes free of charge. Venticento charges for Paid Plans with added capacity and user provisioning. Paid Plans are available as a paid upgrade options to all active customers of a Free Plan. If you have elected to upgrade to a Paid Plan from a Free Plan, You will be billed monthly starting on the day of the upgrade. You can cancel a subscription to a Paid Plan at any time and You will not be billed again.
19.2. Upon upgrading or downgrading in plan level or termination of Your subscription, you will not be credited pro rata for the time remaining in the current billing cycle. Upon downgrading or upgrading in plan level or termination of Your subscription, Venticento will not provide prorated credit or refunds or credits in any form. Downgrading your account may cause the loss of features, or capacity of your account. Venticento does not accept any liability for such loss.
19.3. Prices, including but not limited to monthly fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time. In addition, special pricing may apply for customers with an exceptionally high number of end-users or an unusually high monthly usage of the Service.
19.5. You agree to pay all fees in accordance with each (A) Subscription of the On-Demand / Cloud-based version of the Herogami Service or the (B) Order of the Herogami PrivateCloud Service ((A) and (B) referred to here as “Order”). Unless otherwise specified in your Order, you will pay all amounts in Euro (EUR) or U.S.Dollars (USD) at the time you place your Order. Other than as expressly set forth in Section 19. (Payment and Refunds) all amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Service beyond the current Subscription Term or any Service updates or enhancements.
20.1. Venticento may periodically publish SDKs or APIs and associated guidelines ("Developer Guides") to allow you to develop mashups, add-ons or other software products or services (“Add-Ons") that interoperate or are integrated with the Service. You may distribute your Add-Ons to third parties but only in accordance with the technical documentation and development guidelines made available by Venticento.
20.2. Notwithstanding anything in these Terms to the Venticento has no support, warranty, indemnification or other obligation or liability with respect to your Mashups and Add-Ons or their combination, interaction or use with the Service. You shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim brought against us by a third party relating to your Mashups and Add-Ons (including but not limited to any representations or warranties you make about your Mashups and Add-Ons) or your breach of this Section. If a non-Venticento Service is connected to Customer’s Instance, please be mindful of any Customer Data that will be shared with external service Venticento will not be responsible for any use, disclosure, modification or deletion of Data that is transmitted to, or accessed by, a non-Venticento Service.
21.2. The Herogami Service is available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase". Venticento and its licensors have and retain all rights, title and interest, including all intellectual property rights, in and to the Herogami Service, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Venticento. You're welcome to submit comments, information, questions, ideas, description of processes, or other information to Venticento, including sharing Your Modifications via official support contacts or in the course of receiving support ("Feedback"). Venticento may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. Except as otherwise set forth in other Agreements, no Feedback will be considered your Confidential Information, and nothing in these Terms limits Venticento right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
22.1. Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or would be understood to be confidential by a reasonable person under the circumstances. Any Venticento Technology relating to the Service shall be deemed Confidential Information of Venticento without any marking or further designation. Your Data will be deemed Your Confidential Information. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (A) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (B) is or has become public knowledge through no fault of the Receiving Party; (C) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (D) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have by law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of the Service.
23.1. Each party represents and warrants that it has the legal power and authority to enter into these Terms, and that, if you are an entity, these Terms and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Document.
23.2. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY RELATED SERVICES PERFORMED OR PROVIDED BY VENTICENTO AND THEIR PARTNERS ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE APPLICATION PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLICATION PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
23.3. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL APPLICATION PROVIDER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF APPLICATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Application Provider’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty Euros (EUR 50/00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
24.1. Venticento or third parties may from time to time make available to you third-party products or services, including but not limited to Mashups and Add-ons as well as implementation, customization, training, and other consulting services. If you procure any of these third party products or services, you do so under a separate agreement (and exchange of data) solely between you and the third party vendor. Venticento does not warrant or support non-Venticento products or services, whether or not they are designated by Venticento as "verified" or otherwise, and disclaims all liability for such products or services. If you install or enable any third party products or services for use with Venticento products, you acknowledge that the vendors of those products and services may access Your Data as required for the interoperation and support of such Mashups and Add-ons with the Herogami Service. Venticento shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third party add-on vendors.
25.1. We may identify you as a Venticento customer in our promotional materials only after receiving immediate approval from an authorized representative. You may request that we stop identifying you by contacting the Support or Sales departments at any time. Please note that it may take us up to 5 days to process your request.
25.2. By registering your e-mail address on Herogami by entering your e-mail address of your company and/or employer (referred to here as "Registered Entity"), you grant the right to Venticento to use the name and logos of the "Registered Entity" as reference in the commercial promotion and marketing of Herogami. Such activities may include and not limit to listing the "Registered Entity" name and logo on the Site and on other marketing collateral such as product brochures in any format.
25.3. Venticento and the Site may not be affiliated, associated, authorized, endorsed by or in any way officially connected to any of the "Registered Entity" listed on the Site.
25.4. The use of any trademark, name, brand and logos that belong to the "Registered Entity" falls into the legal definition of "nominative fair use". Nominative fair use occurs when a third party uses someone else’s trademark not to describe its own products or services but to refer to the actual trademark owner or identify a product or service of the trademark owner. The simple fact that the use is not authorized by the "Registered Entity" and/or trademark owner does not necessarily make such use infringing because:
- The use accurately refers to the owner of the trademark or the goods or services sold under the trademark and is not misleading or defamatory;
- The use does not imply any endorsement or sponsorship by the trademark owner;
- There is no easier way to refer to the owner or its products;
- Only so much of the trademark is used as is needed to identify the trademark owner and no more.
25.5. Use of the "Registered Entity" trademark, name, brand and logos can be inhibited by writing to our administration department at firstname.lastname@example.org to request removal of the Registered Entity from all marketing material of Venticento. Venticento shall remove such materials within 48 hours from receiving your request.
26.1. Your payments under these Terms exclude any taxes or duties payable in respect of the Service in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Venticento, you must pay to Venticento the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Venticento any such exemption information, and Venticento will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
27.1. You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.Governing Law. These TOS shall be governed by the laws of Italy without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of Italy for the purpose of resolving any dispute relating to your access to or use of the Service.
28.1. ”Herogami" and Herogami’s as well as Venticento’s various logos used or displayed on the Service are trademarks of Venticento and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the Venticento products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.
29.1. Except as otherwise expressly permitted in these Terms, you will not: (A) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, or transfer Service to a third party that is not your affiliate, (B)circumvent mechanisms in the Service intended to limit your use, (C) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except as permitted by law.
30.1. These Terms are in effect for as long as you have a valid Order, unless sooner terminated as permitted in these Terms. Either party may terminate these Terms before the expiration of the Term if the other party materially breaches any of the terms of these Terms and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate these Terms at any time with notice to Venticento, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Orders. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access the Service, or any information or materials that we make available to you under these Terms, including Venticento Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request.
31.1. Venticento may assign or transfer this TOS, in whole or in part, without restriction.
32.1. Arbitration: In the event of any controversy or claim arising out of or relating to these Terms, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 180 days, any unresolved controversy or claim arising out of or relating to these Terms shall proceed to binding arbitration.
32.2. Governing Law: These TOS shall be governed by the laws of Italy without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of Italy for the purpose of resolving any dispute relating to your access to or use of the Service, without giving effect to the principles of that State relating to conflicts of laws.
32.3. Jurisdiction: Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to arbitration must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the courts of Italy, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts of Italy, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Venticento may bring a claim for equitable relief in any court with proper jurisdiction.
32.4. Injunctive Relief; Enforcement: Notwithstanding the provisions of Section 30.1 (Arbitration), nothing in these Terms shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
32.5. Exclusion of UN Convention and UCITA: The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms regardless of when or where adopted.
33.1. Venticento may update or modify these Terms from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, Venticento will use reasonable efforts to notify you (for example, by sending an email to the billing or technical contact you designate in the applicable Order, posting on the Herogami blog or through notifications and popups issued on the Herogami Services). If Venticento modifies the Terms during your Subscription Term, the modified version will be effective upon your next renewal of Subscription Term, as applicable. In this case, if you object to the updated Terms, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to Free service, accepting the updated Terms is mandatory for you to continue using the Service. You may be required to click through the updated Terms to show your acceptance. If you do not agree to the updated Terms after it becomes effective, you will no longer have a right to use Herogami Service. For the avoidance of doubt, any Order is subject to the version of the Terms Agreement in effect at the time of the Order.