Venngo Inc. ('Venngo', 'us' or 'we') licenses its proprietary discount and engagement program under the WorkPerks® trademark and delivers goods and services made available by third parties (“Partners”) through its integrated online, mobile and e-communications solution (“WorkPerks”).

Your use of WorkPerks is subject to these terms and conditions of use (the 'Terms').

1. Registration

To subscribe to WorkPerks, you must register for an account by creating a user name and password. You agree to provide accurate, complete, and current information about yourself when registering.

You are responsible for maintaining the confidentiality and security of your account information (including your user name and password) and for all activities that occur under your account.

2. Enjoying WorkPerks

Subject to these Terms, when you register we grant you a non-transferable, non-exclusive, royalty-free, revocable license to make use of WorkPerks (the 'Subscription') to provide personal WorkPerks accounts ('Licenses') to your employees ('Employees'). You cannot sell, rent or sub-license your Subscription or Licenses or sell access to them.

The subscription period is monthly. You may add and delete Licenses at any time.

We select the Partners made available on WorkPerks and may add, change or remove Partnersfrom time to time. We may in our sole discretion make changes to WorkPerks generally, such as upgrades.

3. Your Admin Tools

You are responsible for managing your Subscription (including Licenses) using the online Admin Tools (the 'Admin Tools'), which let you:

add or subtract Licenses
add, substitute or subtract Employees;
provide required Employee information (such as email address, name and address); and
view reports and manage billing, payment and other information

The Licenses are for your Employees only – each Licenses is personal to one Employee. You may not use Licenses for persons other than your Employees.

4. Fees

You agree to pay a monthly subscription fee and any outstanding fees, as agreed on your invoice, per License registered under your Subscription. For any new Licenses added during the previous month, a pro-rated amount is charged. These monthly charges ('Fees') plus applicable taxes, are payable in advance on a monthly basis, beginning on the date you registered for a Subscription.

We may change the Fees from time to time and will communicate any price changes to you in advance. Price changes will take effect at the start of the next Subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Subscription after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by cancelling your Subscription prior to the price change going into effect. Thereafter, any cancellations are dealt with in accordance with our cancellation rules.

5. Cancellation and Money Back Guarantee

You may cancel your Subscription at any time through your Admin Tools. The cancellation will take effect the last day of the current Subscription period, and until then, your Subscription and all Licenses under it continue in place.

Generally, no refunds are paid, under any circumstances, for Fees. The one exception is if you cancel within (during) the first month of your Subscription, we will refund you that first month of Fees.

UNLESS YOU CANCEL YOUR SUBSCRIPTION BEFORE A CHARGE IS PROCESSED, YOU UNDERSTAND YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD.

6. Term and Termination

Your Subscription will automatically renew at the end of each monthly Subscription period, unless you cancel your Subscription before the end of the then-current Subscription period.

We may terminate your Subscription immediately, with no prior notice, if you breach the Terms.

Sections 4, 7, 8 and 9 will survive any termination or expiration.

7. Ownership

We own all right, title and interest in and to WorkPerks, as well as all WorkPerks trade-marks and related logos, Partner relationships, data, content, software, interface template, customizations, source code and object code, and all related trade secrets (being information that does or may have economic value from not being generally known and subject to reasonable efforts by Venngo to maintain its secrecy), and any ideas, enhancements or improvements relating to WorkPerks, whether authored by us, you, your Employees or any combination thereof (collectively, the “WorkPerks IP”). We retain all rights in the WorkPerks IP, including all copyright, patent rights, trademarks and other intellectual property rights, in Canada and elsewhere.Nothing in these Terms grants you or your Employees any interest or rights in the WorkPerks IP other than (in the Licensee’s case) a license on the terms of this Agreement.

The WorkPerks System includes content provided by Venngo’s Partners and those Partners remain the owner of all right, title and interest in and to their trade-marks and content they provide.

8. Privacy, Data Security and Confidentiality

You represent and warrant you have all consents needed to share any personal information you provide.

We comply with industry best confidentiality and IT security practices. In the case of Canadian account holders, Venngo complies with Canada’s Personal Information Protection and Electronic Documents Act.

You and we agree not to use, or disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other. The exception to this general rule is that each party may disclose confidential information:

(a) to its employees, officers, representatives, subcontractors, strategic partners or advisers who need to know such information for the purposes of carrying out obligations related to under this Agreement; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9. Indemnification, Limitation of Liability and No Warranties

YOU AGREE TO INDEMNIFY AND HOLD VENNGO AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS HARMLESS FROM ANY CLAIM, DEMAND OR DAMAGES, INCLUDING LAWYERS’ FEES, ASSERTED BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO WORKPERKS, INCLUDING BUT NOT LIMITED TO ARISING OUT OF BREACH OF THESE TERMS.

VENNGO SHALL NOT BE LIABLE FOR THE QUALITY, FAILURE OR SUITABILITY OF ANY PRODUCT OR SERVICE PROVIDED BY A PARTNER, THE MARKETING OR ADVERTISING CLAIMS MADE BY A PARTNER, THE BILLING OR RETURN POLICY OF A PARTNER OR ANY PERSONAL INJURY OR OTHER INJURY CAUSED BY A PARTNER OR ITS PRODUCTS OR SERVICES, INCLUDING AN INJURY CAUSED BY A DEFECTIVE PRODUCT OR SERVICE OR A FAILURE TO WARN. VENNGO SHALL NOT BE LIABLE FOR ANY OTHER ACT OR OMISSION OF A PARTNER.

VENNGO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY FOR ANY PRODUCT OR SERVICE PROVIDED BY A PARTNER, INCLUDING A WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR THEIR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ANY AND ALL LIABILITY OF VENNGO TO ANY OF THE LICENSEE, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS AND ACCOUNT HOLDERS AND THEIR RESPECTIVE HEIRS, EXECUTORS AND LEGAL PERSONAL REPRESENTATIVES SHALL IN ALL CASES, IN THE AGGREGATE, NOT EXCEED $10,000 REGARDLESS OF THE SOURCE OR NATURE OF THE LIABILITY OF VENNGO INCLUDING WHETHER ARISING UNDER TORT, CONTRACT OR ANY OTHER LEGAL THEORY INCLUDING BY OPERATION OF STATUTE OR OTHER LAW AND HOWSOEVER ARISING, INCLUDING DIRECTLY, INDIRECTLY (E.G., BY CONTRIBUTION) OR OTHERWISE.

10. General

You may not assign your rights and obligations without our prior written consent. Venngo may assign its rights and obligations under this Agreement at any time and without prior notice. Waivers of any breach must be in writing. These Terms are governed by the laws of the Province of Ontario, Canada without regard to choice of law provisions of any other jurisdiction. You and we agree to the exclusive jurisdiction of Ontario courts for any dispute and waive any objection to personal jurisdiction in Ontario on any grounds including lack of personal jurisdiction or forum non conveniens. Our obligations are suspended if, and for so long as, a force majeure event (e.g., labour troubles, failure of power, IT failure, or other reason not our fault) prevents usfrom meeting our obligations.

11. Communications

We will send you information relating to your Subscription (e.g. payment authorizations, invoices, changes in password or payment method, confirmation messages and notices) in electronic form only. For clarity, we shall communicate via email to the email address provided during registration. It is your responsibility to ensure that the email associated with your Subscription is correct and up to date.

12. Questions

If you have any questions, please contact us at support@venngo.com.