VNTANA Platform Terms & Conditions of Use

Contents

 

SCOPE AND OVERVIEW

PLEASE READ THESE TERMS AND CONDITIONS OF USE (THESE “TERMS OF USE”) CAREFULLY, AS IT CONSTITUTES LEGALLY BINDING TERMS AND CONDITIONS BETWEEN YOU, AS THE USER (“YOU”, “YOUR” OR “USER”) OF THE VNTANA SERVER SOFTWARE, SERVICES RELATED THERETO, AND VNTANA TECHNOLOGY AND APPLICATIONS INCORPORATED THEREIN (INCLUDING ALL FEATURES, DATA, ENHANCEMENTS, CORRECTIONS, IMPROVEMENTS, MODIFICATIONS AND DERIVATIVE WORKS CREATED THEREIN OR INCLUDED THEREON) (COLLECTIVELY, THE “PLATFORM”), AND VNTANA INC., A DELAWARE CORPORATION (“VNTANA” “WE” “US” OR “OUR”). YOUR USE OF THE PLATFORM IS SUBJECT TO THESE TERMS OF USE, WHICH VNTANA MAY UPDATE FROM TIME TO TIME. THE PLATFORM IS INTENDED FOR AND APPLICABLE ONLY FOR USERS AGE 18 AND OLDER. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT USE THE PLATFORM. BY ACCESSING OR USING THE PLATFORM OR CLICKING ON THE “I AGREE” BUTTON, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND THAT YOU AGREE TO, ARE BOUND BY, AND WILL COMPLY WITH ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN OR REFERENCED BY THIS AGREEMENT. IF YOU ARE USING THE PLATFORM AS AN EMPLOYEE OR OTHER AUTHORIZED AGENT OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE, YOU MUST NOT USE THE PLATFORM.

VNTANA’S OBLIGATIONS RELATED TO THE PLATFORM, IF ANY, ARE TO ITS CLIENTS WHO ENTER INTO EITHER A MASTER SERVICES AGREEMENT BETWEEN VNTANA AND CLIENT (THE “MSA”) OR A PRICING AGREEMENT ENTERED INTO BETWEEN VNTANA AND CLIENT (THE “PRICING AGREEMENT”). NO INDIVIDUAL USER SHALL HAVE ANY PERSONAL RIGHT OR ACTION OF ANY KIND AGAINST VNTANA OR ITS AFFILIATES WHATSOEVER. ANY UNAUTHORIZED ACCESS SHALL BE DEEMED A TRESPASS, CONVERSION AND THEFT OF SERVICES. NO AGREEMENT OF ANY KIND SHALL BE CREATED BETWEEN VNTANA AND ANY UNAUTHORIZED USER.

VNTANA HAS DEVELOPED A PLATFORM PRIVACY POLICY REGARDING THE COLLECTION, USE, SHARING AND TRANSFER OF YOUR INFORMATION (THE “PRIVACY POLICY”). THE PRIVACY POLICY, AS MAY BE AMENDED FROM TIME TO TIME, IS HEREBY INCORPORATED BY REFERENCE AND CAN BE FOUND AT PRIVACY POLICY IF YOU DO NOT AGREE TO THE TERMS OF THE PRIVACY POLICY, THEN YOU HAVE THE CHOICE NOT TO UTILIZE OUR PLATFORM AND/OR TERMINATE YOUR USE OF THE PLATFORM AS SET FORTH IN YOUR MSA OR PRICING AGREEMENT.

FROM TIME TO TIME WE MAY UPDATE THE PLATFORM AND THESE TERMS OF USE. YOUR USE OF THE PLATFORM AFTER WE POST ANY CHANGES TO THESE TERMS OF USE CONSTITUTES YOUR AGREEMENT TO THOSE CHANGES EFFECTIVE IMMEDIATELY AND PROSPECTIVELY FROM THE DATE OF SUCH CHANGES. YOU AGREE TO REVIEW THESE TERMS PERIODICALLY TO ENSURE THAT YOU ARE FAMILIAR WITH THE MOST RECENT VERSION. THESE TERMS OF USE AND ANY CHANGES MADE THERETO BY VNTANA ARE EFFECTIVE ON THE FIRST DATE THAT YOU CLICK THE “I AGREE” BUTTON (THE “EFFECTIVE DATE”). VNTANA MAY, IN ITS SOLE DISCRETION, AND AT ANY TIME, DISCONTINUE THE PLATFORM OR ANY PART THEREOF, WITH OR WITHOUT NOTICE, OR MAY PREVENT OR TERMINATE YOUR USE OF THE PLATFORM WITH OR WITHOUT NOTICE TO YOU. YOU AGREE THAT YOU DO NOT HAVE ANY RIGHTS IN THE PLATFORM AND THAT VNTANA WILL HAVE NO LIABILITY TO YOU IF THE PLATFORM IS DISCONTINUED, OR IF YOUR ABILITY TO ACCESS THE PLATFORM IS TERMINATED OR ANY CONTENT YOU MAY HAVE POSTED ON THE PLATFORM IS DELETED.

TERMS AND CONDITIONS

The following terms and conditions apply to your use of the Platform:

1. Account Information, Account Termination. You represent and warrant that the information you provide in connection with your account is truthful, accurate and complete, and that if any information changes, you will promptly notify VNTANA in writing of such changes. You will not transfer, share, or make publicly known your account or information relating to your account, including, for example, your user name or other login information, without VNTANA’s prior written consent. You understand that you have no ownership rights in your account or other access to the Platform or features therein. You further understand that VNTANA may cancel your account and/or delete all content associated with your account at any time, at VNTANA’s sole discretion, without notice, if VNTANA deems that you have violated these Terms of Use, applicable law, or for any other reason.

2. License Grant. Subject to the terms and conditions of these Terms of Use, VNTANA grants to User a personal, limited, non-exclusive, revocable, non-sublicensable, non-transferable license valid from the Effective Date until the earlier of (a) the date that the MSA or Pricing Agreement has expired and/or is terminated and (b) User’s account is terminated, to electronically access and use the Platform solely for Client’s internal use to receive the services provided by VNTANA related to Client’s 3D visualizations (the “Services”). Any rights in or to the Platform are limited to those expressly granted to User in these Terms of Use.

3. No Intellectual Property Rights. User acknowledges and agrees that these Terms of Use do not convey title or ownership to User or any other third party in and to any of the intellectual property rights of VNTANA or its Affiliates, including any (a) patents, disclosures, inventions and discoveries (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporates names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications thereof; (d) trade secrets, know-how, concepts, designs, formulate, algorithms, methods, strategies and other confidential information; (e) waivable or assignable rights of publicity, waivable or assignable moral rights; (f) unregistered and registered design rights and any applications for registration thereof; and (g) database rights and all other forms of intellectual property, such as data (the “VNTANA Intellectual Property Rights”). User further agrees and acknowledges that as between User and VNTANA, any enhancements, improvements, corrections, modifications and derivative works to the VNTANA Intellectual Property Rights which result in any way from User’s use of the Platform shall remain the sole and exclusive property of VNTANA or its Affiliates.

4. Restrictions. User shall not do any of the following, and shall not, directly or indirectly, allow or enable any third party to do any of the following:

(a) No unlawful use. User will not use the Platform for any purpose that is harmful, unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, racist, infringing, pornographic, violent, threatening, or hateful, or otherwise objectionable or inappropriate as determined by VNTANA in its sole and absolute discretion. You will not impersonate any person or organization, including without limitation, the personnel of VNTANA, or misrepresent an affiliation with another person or organization.

(b) No intellectual property infringements. User will not upload, post, reproduce, or distribute any information, data sets, applications, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the written permission of the owner of such rights and obtaining the right to use such rights as part of the Platform. You agree not to download, display, reproduce, exploit or use the Platform for any purpose, in connection with products or services that are not those of You or VNTANA, and in any other manner that is likely to cause confusion among consumers, that disparages or discredits VNTANA, its Affiliates and/or its licensors, that dilutes the strength of VNTANA’s, its Affiliates’ or its licensor’s property, or that otherwise infringes VNTANA’s, its Affiliates’ or its licensors’ intellectual property rights.

(c) No data mining. User will not use or introduce to the Platform any data mining, crawling, “scraping”, robot or similar automated or data gathering or extraction method (whether or not the initial or primary purpose of such tool or method is benign, exploratory or malicious), or manually access, acquire, monitor or copy any portion of the Platform; provided, however, User may reasonably and for a legal and valid business purpose export data related to Client’s product using VNTANA’s Platform and tools to the extent the Platform and tools allow such export.

(d) No third party personal information. User agrees to not post, collect or store personal data about other users or violate the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential (including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers).

(e) No modifications. User will not modify, reverse engineer, adapt, alter, decompile, disassemble, or otherwise attempt to obtain or receive the source code from which any component of the Platform is compiled or interpreted, whether in whole or in part, or create any derivative works from any part of our Platform, or encourage, assist or authorize any other person to do so. You will not examine the Platform with the intent of constructing an exploit, attack, or vulnerability. You will immediately inform VNTANA of any modifications, vulnerabilities, or attacks you witness or suspect while you are a User of the Platform.

(g) No viruses. User will not upload, post, email, introduce or otherwise transmit any material that contains viruses, corrupted files, or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of the Platform, or any computer software, hardware or telecommunications equipment. It is your responsibility to inspect and quarantine any suspect file and not to introduce any suspect files to the Platform, whether or not they are standalone executable processes.

(h) No deletion of intellectual property notices. User agrees that User will not delete or alter in any manner, the copyright, trademark, or other proprietary notices that may appear in or on the Platform.

(i) No prohibited country. User agrees that he or she will not use or access the Platform from a prohibited country named in the Commerce Control List, found in Supplement No 1 to Part 774 of the EAR, as the same may be updated from time to time. User explicitly and specifically hereby agrees not to use or access the Platform while physically located in the Islamic Republic of Iran or the Democratic People’s Republic of Korea and not to access the Platform or make the Platform available to people located in, residing in, or nationals of these places.

5. Suspension and Termination. If you breach any provision of these Terms of Use, you may no longer use the Platform. We may, in our sole and absolute discretion, change, suspend or terminate, temporarily or permanently, the Platform from your use or any part thereof including any content, or any of its features at any time, for any reason, without any notice or liability to you or any other entity. If these Terms of Use or your permission to use the Platform is terminated by us for any reason, the agreement formed by your acceptance of these Terms of Use will nevertheless continue to apply and be binding upon you in respect of your prior use of the Platform and anything relating to or arising from such use. VNTANA assumes no liability for any information or Client Content removed from our Platform and reserves the right to permanently restrict access to the Platform or a user account. If VNTANA fails to act with respect to your breach or anyone else’s breach on any occasion, VNTANA is not waiving its right to act with respect to future or similar breaches. If you are dissatisfied with the Platform or with these Terms of Use or Privacy Policy, then your sole and exclusive remedy is to discontinue using the Platform.

6. Security and Passwords. It is your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify VNTANA immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Platform. VNTANA is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge, and is not responsible for any delay in shutting down your account after you have reported a breach of security to us.

7. Client Content. Client shall provide to VNTANA 3D design files, images, visuals, specifications and other related materials, as applicable, related to your product that will be used as part of the Platform (the “Client Content”). You shall retain ownership of any Client Content that you provide to VNANA as part of the Platform and you hereby grant to VNTANA a worldwide license to use the Client Content to provide the Services or use of the Platform to you and the right to use your or your product’s name, likeness, biography, trademarks, logos, or other identifiers for the purpose of the Platform displaying the Client Content.

8. VNTANA Content. As applicable, and as between you and VNTANA, all content made available on or through the Platform and any concepts, drawings and specifications prepared by VNTANA, including any custom content created by VNTANA for you or other information or materials displayed on or otherwise made available through the Platform, including the “look and feel” of such content, whether uploaded by VNTANA or any third party (“VNTANA Content”) is the property of VNTANA and its Affiliates, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. VNTANA hereby grants to User a personal, limited, non-exclusive, revocable, non-sublicensable, non-transferable right and license to use the VNTANA Content for its valid and legal business purpose in accordance with the terms of these Terms of Use. For clarifications purposes, VNTANA Content shall not include any Client Contact.

9. Right to Audit. User acknowledges and agrees that VNTANA, or a third party on behalf of VNTANA, shall have the right to audit User’s use of the Platform with or without notice to User. User further acknowledges and agrees that VNTANA shall have the right at all times, in its sole discretion, to disclose any information VNTANA deems appropriate to satisfy any requirement under applicable law, regulation, or legal process or any governmental or regulatory agency request.

10. Right to Perform Maintenance. VNTANA may, from time to time, perform maintenance upon the Platform, which may cause interrupted service or delays or errors in the Platform without any notice to User. If VNTANA provides advance notice of service delays or service interruption, it shall be as a courtesy only and shall not create any duty to provide such notice under these Terms of Use, shall not create any course of dealing or obligation, and/or shall not serve as a waiver of any right under these Terms of Use. The duration of maintenance upon the Platform may be unpredictable or inconvenient to User.

11. Disclaimer of Express and Implied Warranties by VNTANA. THE PLATFORM, VNTANA CONTENT AND ALL OTHER INFORMATION, CONTENT, MATERIALS, DATA, TOOLS, PRODUCTS AND SERVICES MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VNTANA, ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, PRESENT AND FORMER OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THAT THE PLATFORM WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY DATA OR ANY OTHER INFORMATION PURCHASED OR OBTAINED THROUGH OUR PLATFORM, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY DATA, ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE PLATFORM. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK WITH RESPECT TO YOUR USE OF THE PLATFORM AND THE VNTANA CONTENT (INCLUDING, BUT NOT LIMITED TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE PLATFORM). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

12. No Personal Right of Action. NO INDIVIDUAL USER SHALL HAVE ANY PERSONAL RIGHT OF ACTION OF ANY KIND AGAINST VNTANA OR ITS AFFILIATES WHATSOEVER. THE USE OF THE PLATFORM SHALL NOT CREATE ANY RIGHT OR ACTION IN FAVOR OF ANY INDIVIDUAL USER AGAINST VNTANA, ITS AFFILIATES, OR ANY OTHER PERSON OR ENTITY.

13. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VNTANA, ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, PRESENT AND FORMER OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, THIRD PARTY DATA SOURCES, PARTNERS, SERVICE PROVIDERS, INDEPENDENT CONTRACTORS, ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, WHETHER IN CONTRACT OR TORT, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE PLATFORM, THE VNTANA CONTENT, OR FROM THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, LOSS PROFITS, DAMAGES FOR LOSS DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. TO THE EXTENT VNTANA MAY NOT, AS A MATTER OF APPLICABLE LAW, LIMIT ITS LIABILITIES, THE EXTENT OF VNTANA’S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

14. Retention and Availability. Information created, acquired or collected about you, or otherwise provided by or on your behalf (including Client Content), through the Platform may be retained by us for periods of time and in a form as determined by us or required or permitted by applicable law, rule or regulation. Such information may be made available under applicable law to government and self-regulatory agencies and may be disclosed to third parties, legal, regulatory or self-regulatory authorities when we reasonably believe that such action is necessary to conform with legal requirements, comply with legal processes or protect or defend the rights, property, legal, personal or financial interests of us, our licensors or others.

15. Indemnification. You agree to indemnify and hold VNTANA, its affiliates, subsidiaries, and their respective successors and assigns, present and former directors, officers, employees, representatives, agents, independent contractors, licensors, advertisers, partners, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with your violation of these Terms of Use, or use of the Platform or VNTANA Content, or any violations thereof by your dependents or which arises from the use of any Client Content you submitted, posted, or otherwise provided to VNTANA or the Platform.

16. Hyperlinks and Third Parties. The Platform may hyperlink to platforms not maintained by or related to VNTANA. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with the Platform or VNTANA, and VNTANA does not endorse and makes no representations or warranties about the content, completeness, or accuracy of those third party platforms. Information you submit at a third party platform accessible from the Platform is subject to the terms of that platform’s privacy policy, and VNTANA has no control over how your information is collected, used, or otherwise handled.

17. Jurisdiction. The Platform is controlled and operated by VNTANA from within the United States and is not intended to subject VNTANA to the laws or jurisdiction of any country other than that of the United States. We may limit the availability of the Platform, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. These Terms of Use will be governed by and construed in accordance with the laws of the state of Illinois without regard to conflicts of laws principles. By using the Platform, you consent to the jurisdiction of, and agree that any and all disputes regarding these Terms of Use will be brought through binding arbitration as set forth below. YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED TO THE PLATFORM AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.

18. Binding Arbitration. You and VNTANA agree that any controversy or claim arising out of or relating to the Platform, use of the Platform, the VNTANA Content, these Terms of Use and/or the Privacy Policy shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for you in your hometown area), or at such other location as may be mutually agreed upon by the parties, in accordance with the applicable procedural rules set forth in the then prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling (800) 352-5267. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Alternatively, you may assert your claims in small claims court in accordance with the terms of this Agreement if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The arbitrator shall apply Illinois law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law. If you initiate arbitration against VNTANA, you will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. If VNTANA initiates arbitration against you, VNTANA will pay for the arbitrator’s services and any other JAMS fees associated with the arbitration. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor VNTANA shall be entitled to arbitrate their dispute. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRAOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN. YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THE PLATFORM OR THE VNTANA CONTENT IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISION.

19. No Partnership. Both you and VNTANA acknowledge and agree that no partnership is formed and neither you nor VNTANA has the power or the authority to obligate or bind the other.

20. No Reliance or Representations. User represents that it has read and voluntarily executed these Terms of Use, and further acknowledges that no other party or any other person(s) has made any promise, representation or warranty, express or implied, not expressly set forth set forth herein to induce the User to accept these Terms of Use, that User has not relied upon any promise, statement, custom or course of dealing, representation, or warranty not expressly set forth in these Terms of Use, that User executed these Terms of Use based solely upon his or her own opinion, knowledge, investigation and conclusions, without any fraud, duress, undue influence or reliance upon the statement or representation of anyone, or upon any manner or type of silence or inaction of any other party or person.

21. Severability and Survival. If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. The following Sections shall survive the termination or expiration of this Agreement: Section 5, (Assumption of Risk), Section 9 (VNTANA Content), Section 11 (Right to Audit), Section 14 (No Personal Right of Action), Section 15 (Limitation of Liability), Section 16 (Retention and Availability), Section 18 (Indemnification), Section 20 (Jurisdiction), Section 21 (Binding Arbitration), and Section 24 (Severability and Survival).

22. Entire Agreement. These Terms of Use constitute a binding agreement between you and VNTANA and are accepted by you upon your use of the Platform or your account. These Terms of Use, and any MSA or Pricing Agreement entered into constitute the entire agreement between you and VNTANA regarding the use of the Platform, the VNTANA Content and your account. By using the Platform, you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms of Use.