Ventriks Legal Section
The legal repository.
All your legal documentation
Last Update: 12 June 2021
Introduction
We at Ventriks (Ventriks Ltd., Ventriks Technology India Pvt. Ltd., our affiliates listed on this page) are committed to protecting your privacy. This Privacy Policy applies to the information and data collected by Ventriks as a controller, including the information collected on our Websites (www.ventriks.io, www.ventriks.com, www.ventriks.net, www.ventriks.in, ventriks.ai and Ventriks.co.uk) or through other channels as described below.
Ventriks Ltd is the controller and responsible for this website.
This privacy and cookie policy (“privacy policy”) will inform you as to how we use, share and look after your personal data when you visit our websites (regardless of where you visit from), and which we may receive from other sources, and tell you about your privacy rights and how the law protects you.
If you have questions regarding this privacy policy, including any requests to exercise your legal rights, please contact:
The Legal Department
Ventriks Ltd
20-22 Wenlock Road, London, UK N1 7GU
Email: [email protected]
For the purposes of the General Data Protection Regulation, the lead supervisory authority for Ventriks is the Information Commissioner’s Office (ICO) in the UK. You have the right to make a complaint at any time to the ICO, but we would appreciate the chance to deal with your concerns before you approach the ICO, so please approach us in the first instance.
Collection of Information
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
Website
On each of your visits to our website, you agree that we may automatically collect the information below. We do this by using cookies, server logs and similar technologies. (Our cookie policy is set out below):
- Technical data, including the internet protocol (IP) address used to connect your computer to the internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform; and
- Profile and usage data including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time), information you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks and mouse-overs), and methods used to browse away from the page.
In order to access and use certain content on the website (including without limitation reports, ebooks, case studies, events and webinars) (together “Content”) we require you to provide us with:
- Identity Data including your first name, last name and title; and
- Contact Data including your postal address, email address and telephone numbers.
- Marketing and Communications Data including your preferences in receiving marketing from us and your communication preferences.
If you apply for a job vacancy with us using our online application form, we require you to provide us with:
- Identity Data including your first name, last name and title; and
- Contact Data including your postal address, email address and telephone numbers.
- Profile Data including your preferences for contact from us regarding future job vacancies, your current salary information, and the information contained in your CV and covering letter.
You may also give us information about you if you report any problems with the website.
Third parties
We may receive personal data about you from various third parties:
- We receive Technical Data from analytics providers (such as Google Analytics) as set out in our Cookies policy.
- We take Identity Data and Contact Data from publicly available data sources, for example LinkedIn.
We do not collect any sensitive personal data (also known as special categories of personal data) about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, genetic or biometric data). We don’t collect any information criminal convictions or offences.
As we only sell products and services to other businesses, this website is not intended for children or individual consumers and we do not knowingly collect data relating to children or individual consumers.
Use of Personal Data
Most commonly, we will use your Personal Data in the following ways:
- Where it is necessary for our legitimate interests and your interests and fundamental rights do not override those interests.
- Where we need to comply with a legal or regulatory obligation.
Generally, we do not rely on consent as a legal basis for processing your personal data.
We have set out below, a description of all the ways we plan to use your personal data and which of the legal bases we rely on to do so:
| Purpose/ Activity | Type of Data | Lawful basis for processing personal data, including basis of legitimate interest |
| To deliver website content to you when you have requested it from us. | Identity Data Contact Data Marketing and Communications Data | We have a legitimate interest in understanding the products and services prospective customers may be interested in, in order to develop our products and services. |
| To use data analytics to improve our website, products/services, marketing, customer relationships and experiences | Technical Data Profile and Usage Data | We have a legitimate interest in defining types of customers for our products and services, to keep our websites updated and relevant, to develop our business and to inform our marketing strategy. |
| Marketing – to contact you, send you a free gift or show you advertising about products, services and/or events which may be of interest to you* | Identity Data Contact Data Profile Data | We have a legitimate interest in developing our products and services and growing our business. Where we use your personal data to send you a gift, we may also rely on consent as the lawful basis for processing your personal data. Where this is the case, we will have requested your consent prior to sending the gift. |
| To register you as an applicant for a job vacancy and to process your application. Note: We use software to make automated decisions about your application (such as if you have applied for a role which requires travel and you have indicated that you are unwilling to travel, your application may automatically be rejected). | Identity Data Contact Data Profile and Usage Data | (a) We have a legitimate interest in processing your application. (b) If your application is successful, we will use your personal data to fulfil our legal obligations as an employer. |
| To administer our websites and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes. | Profile Data | We have a legitimate interest in administering our website and optimising its functionality. |
*If you do not want us to use your Personal Data in this way, you may contact us at [email protected] to stop receiving marketing information from us. If you opt-out of receiving marketing information, this will not apply to our use of your personal data for the other purposes set out above.
Ventriks may disclose aggregate statistics about our Website visitors, customers and sales in order to describe our services to prospective partners, advertisers and other reputable third parties and for other lawful purposes, but these statistics will include no Personal Data.
Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us at [email protected]
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
Disclosure of your personal data
We may also share your personal data with other subsidiaries of Ventriks for the purposes, and using the legal bases, set out above. Additionally, we may share your Personal Data with the following selected third parties: analytics, search engine providers and other service providers that assist us in achieving the purposes and activities set out in the table above.
International transfers
As we may share your personal data within Ventriks, this may involve transferring your data outside the European Economic Area (EEA). Whenever we transfer your personal data outside of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
- We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission.
- We may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe.
- Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between the Europe and the US.
Data security
Ventriks has technological and operational security procedures in place which are designed to protect your personal data from loss, misuse, alteration or unintentional destruction. In addition, we limit access to your personal data to those employees, other staff and third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
Data retention
The personal data you provide to us will be retained only for as long as necessary to fulfil the purposes for which the information was collected or as required by law. Thereafter, Ventriks may destroy or delete the personal data or other information, or remove the means by which the personal data or other information can be associated with you, unless its retention is required to satisfy legal, regulatory, accounting or other business requirements.
Your legal rights
Under certain circumstances, you have rights under data protection laws in relation to your personal data:
Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction of the personal data that we hold about you.
This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms. You also have the right to not to be subject to a decision about you based solely on automated processing, which produces legal effects concerning you (or similarly significantly affects you).
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
If you wish to exercise any of the rights set out above, please contact [email protected]
You will not normally have to pay a fee to access your personal data (or to exercise any of the other rights stated above), although we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of the other rights stated above). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
Use of Cookies
This website will not use cookies to collect personally identifiable information about you. Find out more in our Cookie Policy.
Third party websites
Any third party websites which you can link to via our website are not covered by this privacy policy and Ventriks accepts no responsibility or liability for the use and protection of any information which you provide to such third party websites. You should exercise caution and read the privacy policy of the relevant third party website before providing any information (including any personal data).
Group companies
The following companies are subsidiaries of Ventriks Ltd
Ventriks Technology India Pvt. Ltd.
Last Update: 12 June 2021
Terms of Use
This website is provided and operated by Ventriks Ltd (“Ventriks” or “we” as appropriate) subject to the following Terms of Use (“TOU”). Ventriks is registered in England and Wales under company number 11729235 and has its registered office at 20-22 Wenlock Road, London, England, N1 7GU.
Your use of this Ventriks website, www.ventriks.io (“Website”) is subject to, and governed by, these TOU. Use of this Website includes accessing, browsing and/or downloading from it. By using this Website, You confirm Your agreement to and acceptance of these TOU.
PLEASE READ THESE TOU CAREFULLY AS THEY APPLY TO YOUR USE OF THE WEBSITE. IF YOU DO NOT AGREE TO THESE TOU, YOU MUST NOT USE THE WEBSITE.
These TOU refer to and incorporate the following additional terms, which also apply to your use of the Website:
Privacy and Cookie Policy sets out:
- the terms on which we process any personal data we collect from you, or that you provide to us. By using the Website you consent to such processing and you warrant that all data provided by you is accurate; and
- information about the cookies used on our Website.
Changes to the terms
Ventriks will occasionally update these TOU, including the Privacy and Cookie Policy, by updating this page. You should visit this page from time to time to review the then-current terms because they are binding on You.
Access
Access to this Website may not be available at all times or in all areas, and may not be error free. We do not guarantee that our site will be secure or free from bugs or viruses, and recommend that you use your own virus protection software. Ventriks may deny service to You, at any time and at its sole discretion, including where You do not adhere to the Rules of Conduct set forth below.
Ventriks also reserves the right to, at any time, modify or discontinue, temporarily or permanently this Website or any part of it without notice. You agree that Ventriks shall not be liable to You or any third party for any modification, suspension or discontinuance of this Website or any Content or Service therein. Your continued access and/or use of this Website after any changes will indicate Your acceptance of such changes. If You do not agree to the changes, You should immediately stop accessing and using the Website.
Content
Ventriks provides users of this Website with access to certain content concerning Ventriks products and services and those of third party suppliers, including descriptions, contact information, links and other specialised content (“Content”) and other features and services (“Services”).
It is forbidden to access this Website from territories where applicable law provides that the content or use of this Website is illegal. You choose to use this Website on Your own initiative, and it is Your responsibility to ensure that You conform to all applicable local laws.
Copyright
All Content is owned directly by Ventriks and its licensors and is protected by copyright laws and treaties around the world. Unless stated otherwise on the Website, Ventriks grants You permission to access, view and copy materials on this Website solely for Your non-commercial use. You agree that any copies of material shall retain all copyright and other proprietary notices in the same form and manner as the original and any copies of Ventriks material must include Ventriks’s copyright notice. Save as expressly permitted by these TOU, Your access to and/or use of this Website do not grant You any licence or rights in relation to any copyright, patents, trade marks, service marks, registered designs or any other intellectual property rights in or relating to this Website or any other intellectual property right belonging to Ventriks or any third party.
Ventriks and its licensors expressly reserve all rights not expressly granted under these TOU in relation to the Content and the Website. Without prejudice to the foregoing, except for non-commercial use described above or as expressly authorized in advance by Ventriks, You agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, any materials, including without limitation the Content and the Services, that are made available on or through this Website.
No material is used on the Website without the permission of the copyright owner. If You are the copyright owner of any material used on this website and You believe that Your copyright is being infringed You should email [email protected]
Trademarks
Ventriks and the Ventriks logo are trade marks or service marks, registered or not, of Ventriks.
Confidentiality
Ventriks does not want You to, and You should not, send any confidential or proprietary information to Ventriks via this Website.
Information Provided to Ventriks
In consideration of Your use of this Website and Services, You agree, where information is requested, to provide accurate, current, and complete information about Yourself, to maintain the accuracy and completeness of such information, and to update it promptly in the event of any change. You agree that if any information You provide is false, inaccurate, incomplete, or not current, we may terminate Your use of this Website and/or the Services. Ventriks is not liable for any loss or damage arising from Your failure to comply with any or all of the foregoing obligations.
Any submission by You to Ventriks, including but not limited to questions, comments, suggestions or the like (“Submissions”) shall be deemed to be non-confidential. You retain ownership rights in your Submissions, but You are required to grant Ventriks an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute the Submissions to third parties. Ventriks shall be free to use any ideas, concepts, know-how or techniques contained in the Submissions for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products incorporating such information.
You agree that we also have the right to disclose Your identity to any third party who is claiming that the Submission to Ventriks constitutes a violation of their intellectual property rights or of their right to privacy.
Rules of Conduct
While using this Website, You agree to comply with all applicable laws, rules, and regulations.
In addition, Ventriks expects You to respect the rights and dignity of others, and Your use thereof is conditional on Your compliance with the following Rules of Conduct. You will not:
- Transmit or otherwise make available in connection with this Website anything that is or may be:
(a) threatening, harassing, degrading, hateful, or intimidating;
(b) defamatory;
(c) fraudulent or which may give rise to a tortious liability;
(d) obscene, indecent, pornographic, or otherwise objectionable; or
(e) protected by copyright, trademark, trade secret, right of publicity, or other proprietary right, without the express permission of the owner of such right. - Use this Website for any fraudulent or unlawful purpose; or transmit or otherwise make available in connection with this Website any material that would give rise to criminal or civil liability that encourages conduct that constitutes a criminal offense, or that encourages or provides instructional information about illegal or potentially illegal activities.
Transmit or otherwise make available using the Website any material, non-public information without the proper authorization to do so. - Interfere with or violate any other person’s right to privacy or other rights, or harvest or collect personal information about visitors or users of this Website without their express consent.
- Use this Website to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others.
- Impersonate any person or entity, including, but not limited to, any Ventriks agent or representative; falsely state or otherwise misrepresent Your affiliation with any person or entity; or express or imply that we endorse any statement You make, without our prior written consent.
- Transmit or introduce, to, or in connection with, this Website any virus, worm, Trojan Horse, logic bomb, web bug, cancelbot, “spyware,” or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component.
- Attempt to gain unauthorised access to our Website, the server on which our Website is stored, or any server, computer or database connected to the Website.
- Interfere with or disrupt the operation of this Website, or the servers or networks that host this Website or make this Website available; or disobey any requirements, procedures, policies, or regulations of such servers or networks.
- Restrict or inhibit any other person from using this Website, including by means of hacking or defacing any portion of this Website.
- Transmit or otherwise make available in connection with this Website any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” investment opportunity, or any other form of solicitation.
- Sell, license, or exploit for any commercial purposes any use of or access to the Content, Services or Website.
- Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content, Services, or Website.
- Remove any copyright, trademark, or other proprietary rights notice contained in the Content, Services, or Website.
- Frame or mirror any part of this Website without Ventriks’s prior express written authorization.
- Use any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, data-mine, or in any way determine, archive, reproduce, or circumvent the navigational structure or presentation of this Website.
- Create a database by systematically downloading and storing all or any of the Content from this Website.
Links
Hypertext links are links by which visitors can move from one website to another or from one page to another within the same website. Deep links are hypertext links which take visitors into a particular page on a website whilst bypassing the homepage of that website. The Website contains hypertext and deep links to third parties’ websites.
The links on the Website will let You leave Ventriks’s Website. The linked sites are not under the control of Ventriks and Ventriks is not responsible for the contents of any linked site or any link contained in a linked site, any changes or updates to such sites, or any data that may be collected and stored about You (if any) by such sites. Ventriks is not responsible for webcasting or any other form of transmission received from any linked site. The inclusion of any link does not imply endorsement by Ventriks of the site.
Any hypertext links and deep links between our Website and any third party website are provided for Your convenience only and we accept no liability whatsoever for the contents of any such third party website. We exclude to the fullest extent permitted by applicable law all liability that may arise in connection with or as a result of third party website material causing any damage, costs, injury or loss of any kind. Please note when You link to a third party website the provisions of our privacy statement do not apply to any personal data collected and processed by that website’s operator.
You agree that You will not create any hypertext or deep links between this Website and any other website without our prior written consent.
Limitation of Liability
Nothing in these TOU excludes or limits our liability for death or personal injury caused by our negligence or our fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by applicable law.
Ventriks, its related companies, their respective directors, employees, representatives or agents shall not be liable to you or any third party for any direct, indirect, special, punitive, exemplary, incidental or consequential damages arising out of the access and/or use of (or the inability to access and/or use) this Website, any Content and/or Services or any other website or device, whether or not Ventriks has been notified, advised of, or should have foreseen, the possibility of such damages and whether such liability arises at law or in equity and whether in contract, tort (including but not limited to negligence), or otherwise. This includes, but is not limited to, any loss of data, loss of business, or loss of profit, even if Ventriks was advised of the possibility of such damages.
To the extent permitted by law, Ventriks disclaims all warranties, expressed or implied. This includes but is not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. It also includes any expressed or implied warranties arising from any course of dealing, usage or trade practice. Without limiting the foregoing, Ventriks does not warrant that the functions contained in or access to the Website, Content, Services or other content will be timely, uninterrupted or error-free or without omission, that defects will be corrected, or that the Website, Content or Services are free of viruses or other harmful components. Ventriks also does not warrant or make any representations regarding the use or the results of the use of the Website, the Content or the Services in terms of their correctness, accuracy, completeness, reliability, or otherwise.
The Content on this website is provided “as is”, and for use at Your own risk. It is not intended to amount to advice on which you should rely. You should obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website. Ventriks gives no warranty of any kind in respect of such Content.
In the event Ventriks is found to have liability to You despite the foregoing provisions, Ventriks’s maximum aggregate liability to You howsoever arising under these TOU shall, to the extent permissible by applicable laws, not exceed one hundred pounds sterling (£100).
Access to Password Protected/Secure Areas
Access to and use of password protected and/or secure areas of this Website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of this Website may be subject to prosecution.
Termination
You agree that Ventriks, in its sole discretion, may terminate Your access to and/or use of this Website or any part thereof, at any time and for any reason, including, without limitation, if Ventriks believes that You have violated or acted inconsistently with these TOU, including the Rules of Conduct. Ventriks shall not be liable to You or any third party for any loss arising from any termination of Your access to and/or use of this Website or any part thereof.
Indemnity
To the extent permitted by applicable law, You shall indemnify and keep indemnified and hold harmless at all times Ventriks and its related corporations against and from all claims, demands, actions, proceedings, awards, damages, losses, liabilities, penalties, and costs (including without limitation, legal costs on a full indemnity basis), and/or expenses, due to or arising out of, directly or indirectly:
- Your access to and/or use of the Website, Content and/or any Service;
- Your breach of any provision of these TOU; or
- Your breach of any applicable law.
Assignment
You shall not assign or transfer these TOU without Ventriks’s prior written consent. Ventriks may assign or transfer this TOU at any time to its related corporation or any third party.
Jurisdiction
These TOU, and your use of Content and/or this Website (and any non-contractual obligations raising out of them) shall be governed in accordance with the laws of England and Wales.
The English courts shall have exclusive jurisdiction over any dispute which arises out of or in connection with these TOU, Your use of the Content and/or this Website (including any non-contractual disputes).
By accessing and/or using this Website, you confirm warrant that you are of legal age and capacity in accordance with applicable laws of your jurisdiction and are able to provide valid consent to the terms of these TOU and will comply with all applicable laws in your jurisdiction.
In the event that any or any part of the terms contained in these TOU shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term shall to that extent be severed from the remaining terms, which shall continue to be valid and enforceable to the fullest extent permitted by applicable law.
No Third Party Rights
Other than Ventriks and its subsidiary and parent undertakings (as defined in s1162 Companies Act 2006) and other companies which have the same parent undertaking as Ventriks, a person who is not a party to these TOU shall have no right under the Contracts (Rights of Third Parties) Act 1999, to enforce any of the provisions of these TOU.
Entire Agreement
These TOU and any document expressly referred to in it (including but not limited to the Privacy and Cookie Policy), represents the entire agreement between us in relation to the Website and Your access to and/or use of the Website and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into a contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such contract except as expressly stated in these terms and conditions.
Neither party shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
Contact us
To contact us about these TOU, please email [email protected]
Last Update: 18 June 2021
Ventriks Beta Testing Agreement
Ventriks Ltd., and Ventriks Technology India Pvt. Ltd., (“we,” “us,” or “our”) are pleased to offer testing of Beta Products (“Beta Products”) according to the terms and conditions in this Agreement (“Agreement”). By creating an account to use the Beta Product, you agree to this Agreement. If you represent an organisation, you represent and warrant that you are authorised to agree to this Agreement on behalf or your organization. If you do not agree to this Agreement, do not use the Beta Products.
- Scope of Agreement. Beta Customer is being granted rights under this Agreement for the purpose of testing and providing input and other Feedback to Ventriks regarding one or more of Ventriks proprietary, non-commercially available hosted software applications, application platform interfaces, services, features and/or functionalities more fully described in the Beta Testing Order Form (the “Beta Product”). This Agreement covers all Beta Products made available to Beta Customer by Ventriks, including, without limitation, any Beta Products specifically identified by Ventriks as being in “Beta” or any similar stage of development. Ventriks retains sole and absolute discretion as to what, if any, Beta Products will be made available to Beta Customer during the Term. While Beta Customer is not required to utilize or enable any Beta Products, if Beta Customer elects to do so, then Beta Customer’s use of and access to any such Beta Products shall be subject to the terms of this Agreement.
- Payment; Fees. Ventriks provides the Beta Products at no cost to the Beta Customer.
- Limited Use Rights. For the term of the Agreement, Ventriks grants to Beta Customer a limited, non-transferable, non-exclusive, revocable right to access and use the Beta Product in connection to test its functionality and provide Feedback to Ventriks. Ventriks hosts and retains physical control over the Beta Products and only makes the Beta Products available for access and use by Beta Customer over the Internet through a Web-browser or mobile device. Nothing in this Agreement obligates Ventriks to deliver or make available any copies of computer programs or code from the Beta Products to Customer, whether in object code or source code form. Ventriks reserves the right, in its sole discretion, to revoke access and use of the Beta Products at any time. Further, Ventriks reserves the right to enter (“assume into”) the Account as needed to (i) monitor or measure use of the Beta Products; (ii) validate certain features or functionality of the Beta Products; and (iii) to provide services or support necessary to maintain the Beta Products.
- Third Party Content. Third-Party Content may be used by you at your election during testing of the Beta Products. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions may accompany such Third-Party Content.
- Use Restrictions. Customer may not rent, lease, distribute, or resell the Beta Products, or use the Beta Products as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Beta Products.
- Upon reasonable request by Ventriks, Beta Customer agrees to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the Beta Products. Feedback shall include informing Ventriks about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta Products. Ventriks may contact Beta Customer and Beta Customer agrees to make available a reasonable amount of time to discuss the Beta Products with Ventriks if so requested. Ventriks may without restriction or fee use, modify and incorporate this Feedback into the Beta Products and other Ventriks products and/or services without any restriction and without any payment.
- Intellectual Property. The parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. Ventriks maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to Customer to access and use the Beta Products under this Agreement do not convey any additional rights in the Beta Products, or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Beta Products as expressly provided herein, all rights, title and interest in and to the Beta Products and all hardware, software and other components of or used to provide the Beta Products, including all related Intellectual Property Rights, will remain with and belong exclusively to Ventriks.
- Term of Agreement and Renewal. This Agreement shall commence upon the Beta Testing Start Date and shall expire on the Beta Testing End Date, each as set forth in the Beta Testing Order Form (the “Initial Term”). Upon expiration, this Agreement shall automatically renew for subsequent one (1) month periods until terminated by either party (each a “Renewal Term” and, collectively with the Initial Term, the “Term”).
- Termination and Expiration. Either party may terminate this Agreement at any time, for any or no reason, and at either party’s convenience by providing written notice to the other. Upon termination of this Agreement, Customer will notify its Users that their access to the Beta Products has terminated, and Ventriks may withhold, remove or discard any content, data, or other information that Customer’s Users post or upload into Ventriks system while using the Beta Products. Following termination or expiration of this Agreement, Ventriks is not obligated to store, maintain or provide a copy of any content, data or other information that Customer or its Users made available or provided when using the Beta Products. If not earlier terminated, Customer’s obligations under this Agreement shall terminate upon termination of this Agreement; provided that the foregoing shall not limit Ventriks rights pursuant to Section 5 as related to any Feedback provided before or after such termination. Sections 2, 5, 6, 11, and 13 to 17, and all obligations thereunder, shall survive any termination of this Agreement.
- Customer will not, and will not permit its Users to, share Beta Product access rights with any other individual. In the event a User violates this Agreement, Ventriks may suspend and / or terminate Customer’s access to the Beta Products.
- Suspension of Services. Ventriks may immediately suspend Customer or one of its User’s access to and use of the Beta Products if Customer or one of its Users is in breach of Section 9, provided that the suspension will continue only for as long as reasonably necessary for Customer to remedy the breach.
- Confidential Information. Customer acknowledges and agrees that participation in the Beta testing under this Agreement will result in Ventriks disclosing certain confidential, proprietary and/or trade secret information related to the Beta Products and/or Ventriks (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality, and existence of the Beta Products, and any know how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to Customer. Customer agrees that it will not, without the express prior written consent of Ventriks, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by Customer; (b) is rightfully received by Customer from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by Customer without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of Ventriks, Customer will return all Confidential Information in its possession to Ventriks and further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Beta Products or any Confidential Information.
- Third Party Tool Integrations. If applicable, one or more Beta Products may integrate with third party services. Beta Customer hereby consents to the sharing of the information in the Beta Products with these third party services and certifies that it has any and all required consents for doing so.
- Disclaimer of Warranties. THE BETA PRODUCTS ARE PROVIDED “AS IS”. VENTRIKS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BETA PRODUCTS, INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, VENTRIKS DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE BETA PRODUCTS. FOR THE AVOIDANCE OF DOUBT, ALL BETA PRODUCTS ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. BETA PRODUCTS MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE BETA PRODUCTS IS ENTIRELY AT CUSTOMER’S OWN RISK. IN NO EVENT SHALL VENTRIKS BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCTS, EVEN IF VENTRIKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY BETA PRODUCTS.
- Customer agrees to indemnify and hold Ventriks, its officers, directors and employees harmless from any losses (including legal fees) that result from any third party claims related to Customer’s (or its Users) access, use or misuse of the Beta Products, or any act or omission by Customer or its Users in violation of this Agreement.
- Dispute Resolution, Governing Law and Venue. The parties will attempt to resolve any dispute related to this Agreement through good faith, informal negotiation. If initial negotiation does not resolve the dispute, the parties will select a mutually agreed mediator in a mutually agreed location to attempt to resolve the dispute. If mediation fails to resolve the dispute, either party may file an action in a court in London, United Kingdom only and each party irrevocably submits to the jurisdiction and venue of the applicable courts. The laws of England and Wales govern this Agreement. The prevailing party in any litigation may seek to recover its legal fees and costs. Any breach of confidentiality obligations in this Agreement, or any unauthorized use of the services or a party’s intellectual property by the other, may cause irreparable harm.
- Compliance with Laws and Legal Advice. Each party must comply with all laws, rule or regulations applicable to such party’s activities in relation to this Agreement, including export control laws of the United Kingdom which are applicable to the Application, and which may prohibit use of the Application in certain sanctioned or embargoed countries. Ventriks will not provide Customer with any legal advice regarding compliance with data privacy or other relevant laws, rules or regulations in the jurisdictions in which Customer uses the Beta Products (“Laws”). The parties acknowledge and agree that not all features, functions and capabilities of the Beta Products may be used in all jurisdictions and Customer recognizes that certain features, functions and capabilities may need to be configured differently or not used in certain jurisdictions in order to comply with applicable local Laws, and in certain jurisdictions consents may need to be obtained from individuals submitting data via the Beta Products as to the intended purpose, storage, distribution, access and use of the data submitted (“Local Use Decisions”). Customer is responsible for Local Use Decisions and Ventriks disclaims all liability for Local Use Decisions.
- This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Any assignment of this Agreement by Customer in whole or in part without Ventriks prior written consent will be null and void, except an assignment to a successor that is not a competitor of Ventriks made in connection with a merger or sale of all or substantially all of Customer’s assets or stock or to an Affiliate. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. Failure of Ventriks to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement includes any schedules and exhibits attached hereto. Such documents encompass the entire agreement between Customer and Ventriks with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument. All notices to be provided by Ventriks to Customer under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or mail to the contact mailing address provided below; or (b) electronic mail to the electronic mail address [email protected]. Customer must give notice to Ventriks in writing by Courier or Mail to the following address: Ventriks, Ltd., Attn: Legal Department, 20-22 Wenlock Road London N1 7GU. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. You may not assign this Agreement without the prior written consent of Ventriks. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors and assigns.
VENTRIKS DATA SUBSCRIPTION AGREEMENT FOR TRADESIGNAL
- Scope
1.1 Terms and Conditions. This Data Subscription Agreement (the “Agreement”) sets forth the terms and conditions applicable to Data subscriptions between the Party offering the Data (“Provider”) via an agreement with the Client (the “Provider Offer”) and the Party subscribing to the Data (“Client”) through Tradesignal. The Client and Provider may be referred to collectively as the “Parties” or individually as a “Party”. The Provider’s offer of the Data via a Provider Offer in relation to Tradesignal; and Client’s purchase of the corresponding Subscription to the Data on Tradesignal, constitutes each Party’s respective acceptance of and their entry into this Agreement, and each Party’s agreement to be bound by the terms hereof. Unless defined elsewhere in this Agreement, terms in initial capital letters have the meanings set forth in section 8 (Definitions).
In the event of any conflict between the terms and conditions of the various components of the Subscription, the following order of precedence will apply: (1) any amendment agreed upon by the Parties; (2) this Agreement;
Notwithstanding anything to the contrary stated in this Agreement, the Client agrees that Client’s access to and use of Third Party Data included within a subscription (if any) may be subject to any additional or different terms, conditions and policies applicable to such Third Party Data (such as terms of service or privacy policies of the person or entity that makes available the Third Party Data (collectively, “Third Party Terms”). Client agrees that it will be subject to and will comply with Third Party Terms. By accessing or using Third Party Data made available under a Provider Offer, Client is directing Provider to access, route and transmit to Client the applicable Third Party Data.
1.2. Data Subscription. Provider will supply and sell to Client, and Client will receive and purchase, respectively, a Subscription to the Data as set forth in Schedule 1 in accordance with this Agreement. A Subscription, as described in the applicable Provider Offer, includes Data distributed via Tradesignal Services or other available functionality (collectively, “Downloaded Data”). The frequency of updates to the Data via data revisions by the Provider, as well as fees or rates for the Subscription, shall be as set forth in the applicable Provider Offer.
- Authorisation
2.1 Grant of Licence. Provider hereby grants to Client, its Affiliates, and each of their Users, a nonexclusive, worldwide, non-transferable licence to receive, retain, use, and modify the Data and to create Derived Data using the Data, in each case subject to and in accordance with the terms hereof and the Provider Offer. Provider retains all rights not expressly granted to Client under this Agreement.
2.2 Affiliates and Users. With respect to Affiliates and Users (including contractors) that Client allows to use the Data: (a) Client remains responsible for all obligations hereunder arising in connection with such Affiliate’s and User’s processing of the Data; and (b) Client agrees to be directly liable for any and all acts and omissions by such Affiliate or User to the same degree as if the act or omission were performed by Client such that a breach by an Affiliate or a User of the provisions of this Agreement will be deemed to be a breach by Client.
2.3 Restrictions. Client will not remove, delete or alter any trademarks, copyright notices, or other Proprietary Rights notices of Provider or its licensors, if any. Additional restrictions may be included in the Provider Offer or otherwise within the Third Party Terms communicated to Client.
- Proprietary Rights
3.1. Data. Provider will retain all right, title and interest it may have in and to the Data, including all Proprietary Rights therein. Nothing in this Agreement will be construed or interpreted as granting to Client any rights of ownership or, except as expressly provided herein, any other Proprietary Rights in or to the Data.
3.2. Derived Data. Except for the Data that may be included in Derived Data, Client represents and warrants to Provider that it owns all right, title and interest in and to the Derived Data, including all Proprietary Rights therein. Nothing in this Agreement will be construed or interpreted as granting to Provider any right, title or interest or except as expressly provided herein, any other Proprietary Rights in or to the Derived Data.
3.3. Data API Request Metrics. Ventriks agrees to provide the Client with access to API request Metrics through a designated reporting system or dashboard. Such request can be accessed through https://platform.ventriks.io using the credentials provided on Client request to Ventriks.
- Warranties
4.1. Ventriks does not guarantee the Data and any means of delivering them are uninterrupted or without defect or error;
4.2. The Data, and Client’s use thereof as permitted under this Agreement, will not be subject to any terms that require that any data, software, documentation or other materials integrated, networked, or used by Client with the Data, in whole or in part, be disclosed or distributed in source code form, be provided to others for the purpose of, or with authorization for making, derivative works, or be redistributable at no charge.
4.3. Disclaimer. EXCEPT FOR THE WARRANTIES SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, REGARDING THE DATA, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. PROVIDER DOES NOT WARRANT: (A) THAT THE DATA WILL MEET CLIENT’S REQUIREMENTS; OR (B) THAT THE DATA WILL BE ACCURATE, COMPLETE, OR UP-TO-DATE.
- Limitations of Liability
5.1 Disclaimers. TO THE EXTENT CAPABLE OF EXCLUSION BY LAW, VENTRIKS SHALL NOT BE LIABLE FOR ANY CLAIM ARISING FROM (A) THE DATA OR ANY LOSS OR DAMAGE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, SUFFERED BY THE CLIENT; NO LIABILITY ATTRIBUTABLE TO MODIFICATIONS BY DATA BY THE CLIENT IN BREACH OF THIS AGREEMENT. TO THE EXTENT CAPABLE OF EXCLUSION BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2. General Cap. TO THE EXTENT CAPABLE OF EXCLUSION BY LAW, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, OR OTHER LEGAL THEORY, SHALL EXCEED THE GREATER OF ONE TIMES THE CLIENT SPEND IN THE TWELVE (12) MONTHS PRECEDING THE EVENT. “CLIENT SPEND” MEANS THE AGGREGATE OF ALL FEES AND OTHER AMOUNTS PAID AND PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT AND THE APPLICABLE PROVIDER OFFER.
5.3. Limitations. Provider will have no liability or obligation under this Agreement with respect to any infringement or misappropriation Claim to the extent attributable to any modifications to the Data by Client or its personnel or use of the Data by Client in breach of this Agreement, where such infringement Claim would not have arisen absent of such modification or use.
- Term and Termination
6.1 Effect of Termination. Upon Termination, Client will remove the Data from Tradesignal on the Provider’s instruction and any other computer systems operated by or for Client, and if instructed by Provider, destroy all other copies of the Data. Termination or expiration of any Subscription purchased by Client from Provider will not terminate or modify any other Subscription purchased by Client from Provider.
- General
7.1 Assignment. Any attempted assignment, transfer, or delegation in contravention of this Section 8.1 (Assignment) will be null and void. This Agreement will inure to the benefit of the Parties hereto and their permitted successors and assigns.
7.2. Notices. To be effective, notice under this Agreement must be given in writing. Each Party consents to receiving electronic communications and notifications from the other Party in connection with this Agreement.
7.3. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.
7.4. Subcontracting. Provider may use Subcontractors in its performance under this Agreement, provided that the Provider remains responsible for all its duties and obligations hereunder and the use of any Subcontractor.
- Definitions
8.1. “Data” means the data identified in communications to the Client (including Third Party Data) and any other data, including any revisions, updates, modifications, enhancements, and additional data that Provider provides, or is obligated to provide, under this Agreement.
8.2. “Data API Request Metrics” refers to the data and statistics related to API requests, including but not limited to, usage patterns, response times, error rates, and other relevant performance indicators.
8.3. “Derived Data” means any data, work product or other items, information or materials derived from or created by or for Client using the Data, including data analytics, reports, research, analysis, tools, notes, presentations, discussions and/or models, calculations, algorithms or statistical methods, but excluding any unmodified Data as provided by Provider under this Agreement.
8.4. “User” means an employee, non-employee worker or other member of Client or any of its Affiliates’ workforces, Contractor of Client, or any of its Affiliates, or other person, Data program, or computer systems authorized by Client or any of its Affiliates to access and use the Data as permitted under this Agreement.
Schedule 1: Licensed Data Products
Third Party Licensed Application |
Tradesignal (Trayport) |
Licensed Data Products | Number of Users | Products | Data History |
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