These General Terms and Conditions of Use and Sale (“GTC”), together with the Privacy Policy and any other policies or guidelines posted at vention.io or included in any other documentation you receive from us (the “Agreement”), is a contract between you, or the legal entity you represent, and, Vention Inc. and its affiliates (“Vention”, “we” or “us”) concerning the conditions associated with: (a) your use of the website vention.io and/or related domains (the “Website”); (b) your purchase and use of the services provided by Vention, which include a manufacturing automation platform for machine design enabling engineers and other manufacturing professionals to design, automate, order, and deploy automated equipment (the “Platform”) to help companies develop industrial-grade equipment rapidly within such website and other services offered by Vention under this Agreement (the “Services”); and (c) your purchase and use of the products you order using the Platform (the “Products”), where “Vention Products” are defined as products being designed and manufactured by Vention, or resold or white-labelled by Vention, and “Partner Products” are defined as products provided by third party companies (the “Partners”) with which Vention has commercial marketplace agreements, including robots resold by Vention. Please read all the following terms and conditions carefully before using the Service or purchasing the Products. By using or accessing the Service or purchasing the Products, you agree to all the terms and conditions stated in this Agreement. You understand that you consent to Partners’ terms and conditions if you purchase Products from them on the Website. If, at any time, you do not or cannot agree to the terms of this Agreement, you must stop accessing or using the Service or purchasing Products. For the purposes of this Agreement, all capitalized terms can be used in the singular or plural. If you are representing a legal entity, you represent and warrant that: (a) said legal entity is duly formed, validly existing and in good standing under the laws of its jurisdiction and (b) that you are duly authorized to act on its behalf for the purposes of this Agreement and to bind it to all the terms and conditions of this Agreement.

License to Use of the Service

Vention grants you a personal, non-transferable, non-exclusive, non-sublicensable revocable, and limited license to access and use the Platform for the purpose of creating designs and purchasing Services and Products that shall be executed and sold exclusively by Vention or its Partners (the “License”). The foregoing License is strictly subject to your compliance with this Agreement. This License does not give you any intellectual property rights in the Platform or in any proprietary information or data belonging to Vention or third parties that is made available to you through your use of the Platform.

Eligibility

To access and use the Service, you must be 13 years of age or older, and if you are under the age of majority in your state or province of residence, you must use the Service under the active supervision of a parent, legal guardian, or other responsible adult.

Non-Circumvention

You agree to use the Platform exclusively with the intent to purchase Products. Should you decide not to purchase Products, you agree not to use the Platform, the Services or any data or information created through your use of the Platform or made available to you by Vention, through the Platform or otherwise, including designs, recommendations, plans, and User Content (“Data”), for any other purpose. Without limiting the generality of the foregoing, you must not circumvent the terms and conditions of this Agreement to make, or have made by a party other than Vention, any equipment, part or installation, unless agreed otherwise with Vention. Specifically, you agree that: (a) Vention has a substantial and material interest in the Platform, the Services, and any Data; (b) Vention may suffer irreparable harm and significant damages if you use the Platform, the Services or any Data for any unauthorized purpose; (c) accordingly, in the event you use, or attempt to use, the Platform, the Services or any Data for any unauthorized purpose, you agree that Vention, in addition and without prejudice to its exercise of any other available right or remedy it may have, is entitled to obtain an order for injunctive (temporary or permanent) or equitable relief, including for the specific performance of the terms and conditions of this Agreement, without the necessity of proving actual damages or posting of a bond or other security.

Conditions Relating to Use of the Service

You need a supported web browser to access the Service. You acknowledge and agree that Vention may cease to support a given web browser and that your continuous use of the Service will require you to acquire a supported web browser. You also acknowledge and agree that the performance of the Service is incumbent on the performance of your computer equipment and your internet connection.

As a condition to your use of the Service, you agree not to:

• a) Impersonate or misrepresent your affiliation with any person or entity;
• b) Access, tamper with or use any non-public areas of the Service or Vention’s computer systems;
• c) Attempt to probe, scan or test collapsible vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
• d) Attempt to decipher, decompile, disassemble or reverse engineer any of the hardware or software used to provide the Service or incorporated in the Product;
• e) Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming or mail-bombing the Service;
• f) Use the Service in an abusive way contrary to its intended use or the License related thereto, to its documentation or to Vention’s reasonable instructions;
• g) Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers or spiders, or otherwise;
• h) Infringe third party intellectual property rights when using or accessing the Service.

Vention will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Vention may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although Vention has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Registration and Account

In order to be able to access and use the Service and functionalities that we may establish and maintain from time to time and in our sole discretion, you must create a user account on the Website (the “Account”). We may offer different types of accounts for different types of users at our sole discretion.

You will have to provide login information such as a username and password to access your Account. You agree that you will provide Vention with your true and accurate information, as prompted by the registration forms. When creating an account, you agree to this Agreement. When you create an Account on behalf of a legal entity, then: (a) “you” includes you and that entity; and (b) you represent and warrant that: (a) said legal entity is duly formed, validly existing and in good standing under the laws of its jurisdiction and (b) you are an authorized representative of that legal entity with the authority to bind such legal entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

You are solely responsible for managing your Account and password and for keeping your password confidential. If you have forgotten your password, click on the “Forgot your password?” link and follow the on-screen instructions. You are also solely responsible for restricting access to your Account.

You agree that you are responsible for all activities that occur on your Account or through the use of your password by yourself or by other persons. If you believe that a third party obtained or guessed your password, use the password regeneration feature of the Service as soon as possible to obtain a new password and notify us immediately.

In all circumstances, you agree not to permit any third party to use or access the Service on your behalf.

Pre-Sale Design Review

Vention may, in its sole discretion, perform a preliminary design review, such as for designing with Vention or Partner Products on the Platform (“Design Review”), to facilitate your use of the Service. Such Design Review does not constitute an engineering opinion nor a recommendation and is not intended to replace consultation with engineers, other suitably trained professionals or resource materials. You are using the Platform and Services at your own risk and, unless specifically agreed otherwise in an Accepted Quote or Project Agreement with Vention, you are solely responsible for the final design of your Product.

Any reference on the Platform to a design or User Content being licensed or credentialed in some manner, or badged, tagged, rated, vetted, “official” or similar language designations indicates only that the design or User Content has completed a relevant account process or met certain criteria defined at Vention’s sole discretion and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Vention of such design or User Content.

YOU ACKNOWLEDGE THAT, TO THE EXTENT FULLY PERMITTED BY LAW, VENTION AND/OR ITS AFFILIATES, AGENTS, AND LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES SHALL HAVE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY ADVICE OR SUPPORT THAT VENTION OR ANY OF ITS REPRESENTATIVES MAY HAVE GIVEN YOU FOR THE USE OF THE SERVICE OR ANY DESIGN REVIEW. VENTION MAKES NO WARRANTY IN RELATION TO ANY INFORMATION PROVIDED TO YOU IN CONNECTION WITH ANY DESIGN REVIEW, ITS ADEQUACY, ACCURACY OR SUITABILITY FOR ANY PURPOSE. YOU SHALL INDEMNIFY AND HOLD VENTION, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS HARMLESS FROM ALL LOSS, DAMAGE, INJURY OR LIABILITY SUFFERED BY SAME, INCLUDING REASONABLE LEGAL FEES, ARISING FROM, DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF THE INFORMATION PROVIDED TO YOU IN CONNECTION WITH ANY DESIGN REVIEW. FOR GREATER CERTAINTY AND WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, YOU SHALL REMAIN SOLELY RESPONSIBLE AND LIABLE FOR THE REVIEW, APPROVAL, AND USE OF THE DESIGN AND ITS UNDERLYING ENGINEERING AS IF YOU INDEPENDENTLY CREATED SUCH DESIGNS AND PERFORMED ENGINEERING YOURSELF, WITHOUT ASSISTANCE (IF ANY) FROM VENTION, AND SHALL ENSURE, WITHOUT LIMITATION, THAT SUCH DESIGN: (I) COMPLIES WITH ALL APPLICABLE LAW, NATIONAL CODES OR GUIDELINES, AND ALL APPLICABLE INDUSTRY AND ENGINEERING STANDARDS WHERE YOU USE THE PRODUCT; AND (II) IS VALID, SAFE, ACCURATE, COMPLETE, RELIABLE, APPROPRIATE, AND SUITABLE FOR THE PURPOSE FOR WHICH YOU REQUIRE IT, THE WHOLE BEFORE PURCHASING THE PRODUCT. THIS IS APPLICABLE FOR ANY DESIGN THAT YOU USE, EVEN AS TO THE DESIGNS THAT WERE CREATED BY US, SUCH AS THE “VENTION OFFICIAL” OR “VENTION PROTOTYPE” DESIGNS. YOU WILL HOLD VENTION, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY BODILY HARM OR CORPORAL DAMAGE DUE TO THE USE, ASSEMBLY OR INSTALLATION OF THE PRODUCT.

Design Services

Upon request, Vention may, in its sole discretion, agree to perform design services for the Product you wish to order, in accordance with your specifications (“Design Services”). The performance of Design Services by Vention is conditional upon you and Vention agreeing to the specific terms and conditions applicable to such Design Services. These specific terms and conditions will be set out either in a detailed quote, submitted by Vention and accepted by you (an “Accepted Quote”), or in a separate project agreement, including a detailed statement of work, mutually agreed between you and Vention (a “Project Agreement”).

Except as specifically set out in an Accepted Quote or a Project Agreement, the terms and conditions set out in this GTC prevail and govern the performance of the Design Services. WITHOUT LIMITING THE FOREGOING, UNLESS SPECIFICALLY SET OUT IN AN ACCEPTED QUOTE OR A PROJECT AGREEMENT, ALL LIMITATIONS OF LIABILITY AND WAIVERS SET OUT IN THIS GTC APPLY TO THE PERFORMANCE OF DESIGN SERVICES BY VENTION.

Uploading and Publishing User Content

For the purpose of this GTC, any design, output, model, comment or other similar data developed with the Service or submitted to the Service by you shall be referred to as “User Content.”

Some areas of the Service allow you to publish and publicly share User Content. Notwithstanding the foregoing, Vention reserves the right to review any User Content and to block it or remove it from the Website, for any reason whatsoever, including, but not limited to, because it violates this Agreement, it is illegal, offensive or because it contravenes or infringes any relevant law or right of any other party or it is otherwise objectionable or, in the case where User Content integrates any Partner Product, the Partner requests the removal of such User Content.

You are responsible for ensuring that any User Content submitted through your Account: (i) complies with these Terms and Conditions and with all applicable laws and regulations; (ii) does not and will not infringe third party rights of any kind, including without limitation any intellectual property rights or rights of privacy; (iii) does not contain information or content that you know is not correct or current; and (iv) does not contain any information or content that is unlawful or may be harmful, abusive, racially or ethnically offensive, defamatory, harassing, humiliating to other people, hostile or which could provoke violence or hostility.

You understand that we are not responsible for the User Content made available on our Website in any way, and that any use you may make of another User’s User Content, or that other Users may make with your User Content is between you and this other User, and that Vention is not part of this relation. Therefore, you are solely responsible for the accuracy, integrity, legality, reliability, and appropriateness of your User Content as well as for the consequences of publishing it and using it, notwithstanding any help or advice received by Vention regarding your User Content. You agree that your use of or reliance on any User Content is at your own risk and that you shall ensure, without limitation, that such User Content: (i) complies with all applicable law, national codes or guidelines, and all applicable industry and engineering standards; and (ii) is valid, safe, accurate, complete, reliable, appropriate, and suitable for the purpose for which you require it, the whole before purchasing the Product that recreates or incorporates any User Content. You agree that Vention, its agents and licensors and each of their respective officers, directors, and employees shall have no responsibility and assume no liability for any claims, losses or damages: (i) you incur as a result of the use by you or any third party of any User Content made available on the site; or (ii) incurred by any third party as a result of the use or misuse or your User Content.

Assembly Instructions

When available, you may have access to assembly instructions (the “Assembly Instructions”) provided via the Website, which can be used for the assembly of your design. These Assembly Instructions are to be used solely for the purposes of purchasing Products. You understand that such Assembly Instructions are provided to you for guidance purposes only, and that you rely on these Assembly Instructions at your own risk. Vention shall not be held liable for the content provided in the Assembly Instructions, and you agree to hold Vention harmless of any claim, damage or loss arising from the use or misuse of the Assembly Instructions.

Pre-Delivery Assembly Service

If you choose the pre-delivery assembly service offered by Vention, when such service is made available to you, these specific terms and conditions shall apply to the assembly services (the “Assembly Service”):

• a) Should you require extra items for the Assembly Service, Vention will, at your choice, outline the items that are required to be purchased from the Vention website or charge you for said items and the payment will be made directly with the payment method used on the order related to the Assembly Service;
• b) Vention shall not be responsible for any equipment malfunction related to the assembled Products or any interoperability of the assembled design with any of your existing installation or equipment meant to operate with the assembled Products;
• c) Assembly of the Products will only be performed in accordance with the design. Vention shall be held harmless and you agree to indemnify Vention for any issue relating to the assembly;
• d) The User is solely responsible for ensuring that the design is safe, reliable, appropriate, and suitable, and that the assembly installation is safe and proper for the intended application. Without limiting the foregoing, you must validate structural integrity of the assembled Product upon reception;
• e) You acknowledge that you are responsible for payment of the shipping fees of the assembled Products;
• f) The Assembly Service price may be amended from time to time by Vention at its sole discretion. The assembly price indicated on the Vention website when you place your order is the final price for the Assembly Service;
• g) Once an Assembly Service enquiry is made, you may not cancel the Assembly Service, unless the Assembly Service is cancelled within twenty-four (24) hours of the Order for the Products. Should you wish to cancel the Assembly Service after twenty-four (24) hours of the Order for the Products and before the Products have shipped, a cancellation fee equivalent to thirty percent (30%) of the Assembly Service price shall apply. To cancel an Assembly Service, contact: support@vention.io.

Except as specifically set out in an Accepted Quote or a Project Agreement, the terms and conditions set out in this GTC prevail and govern the performance of the Assembly Services. WITHOUT LIMITING THE FOREGOING, UNLESS SPECIFICALLY SET OUT IN AN ACCEPTED QUOTE OR A PROJECT AGREEMENT, ALL LIMITATIONS OF LIABILITY AND WAIVERS SET OUT IN THIS GTC APPLY TO THE PERFORMANCE OF ASSEMBLY SERVICES BY VENTION.

Additional Services

Certain additional services may be provided by Vention or directly by a Vention Certified System Integrator (“CSI”), such as on-site assembly, programming, equipment calibration, and equipment commissioning services for the Products you purchased (the “Additional Services”). The performance of Additional Services by Vention, directly or through a CSI, is conditional upon you and Vention agreeing to the specific terms and conditions applicable to such Additional Services. These specific terms and conditions will be set out either in an Accepted Quote or in a separate Project Agreement. However, if you chose to contract directly with a third party, including a CSI, for the provision of Additional Services, you agree and acknowledge that Vention is in no event responsible for such Additional Services. In this context, there is no relationship between Vention and the CSI, and any claim relating to the performance of Additional Services by the CSI shall be addressed directly with the CSI.

For greater certainty, CSIs are independent contractors and as such are not employees, Partners, representatives, agents, joint ventures or franchisees of Vention. Unless stated otherwise in a separate agreement, or unless Vention itself offers the Additional Services or in collaboration with the CSI, you hereby acknowledge that Vention does not supervise, directly or indirectly, control or monitor a CSI’s work and expressly disclaims any responsibility for the services they provide.

In the event Vention recommends that a CSI should be used to accomplish any of the Additional Services, and provided you choose not to do so, Vention shall have no responsibility to provide Support Services in order to resolve any issue with a Product that falls outside the Standard Support Plan.

Except as specifically set out in an Accepted Quote or a Project Agreement, the terms and conditions set out in this GTC prevail and govern the performance of the Additional Services. WITHOUT LIMITING THE FOREGOING, UNLESS SPECIFICALLY SET OUT IN AN ACCEPTED QUOTE OR A PROJECT AGREEMENT, ALL LIMITATIONS OF LIABILITY AND WAIVERS SET OUT IN THIS GTC APPLY TO THE PERFORMANCE OF ADDITIONAL SERVICES BY VENTION.

Structural Assessment, Safety Features, and Maintenance

Products may require additional safety features, or engineering validation, including structural assessments and safety risk assessments. You are solely responsible to perform these engineering validations and to incorporate and install all required safety features to ensure your Product can be installed and operated safely and in accordance with all applicable laws, regulations, norms, and standards. Without limiting the foregoing, you are solely responsible for validating that any anchoring of Vention equipment to your existing equipment, building structure or flooring complies to applicable laws, regulations, rules, norms, and standards. You acknowledge that Vention is not able to provide these engineering services, as they require specific knowledge of existing installations in place, for which Vention has not been granted access and/or does not have the applicable technical data.

If, as part of a Design Review, Design Services or Additional Services, Vention recommends a particular design feature to mitigate a safety risk and you reject such recommendation, you take full responsibility for implementing an equivalent safety mitigation measure to address the safety risk identified by Vention in accordance with applicable laws, regulations, rules, norms, and standards.

Installation and Maintenance

Vention is not responsible for the final assembly, installation, integration, use, operation, and maintenance ("Installation and Operation") of the Product, unless agreed otherwise with Vention in an Accepted Quote or Project Agreement. You are solely responsible to perform all necessary safety assessments to identify any safety risk associated with the Installation and Operation of the Product, and implement the necessary mitigation actions and measures to ensure its safe installation and operation in accordance with all applicable laws, regulations, rules, norms, and standards.

Without limiting the foregoing, with regard to maintenance, you are responsible to conduct preventive maintenance as per Vention’s guidelines or as otherwise communicated.

Food-Grade Disclaimer

Vention does not provide food-grade compatible Products. You are responsible for evaluating if food-grade compliance is required for the intended use of the Products.

Ownership of the User Content

Any original User Content that is created by you is owned by you (save and except the limitations provided by the terms of the License to use the Services provided herein), and you retain your rights to the User Content you submit, post or display on or through the Platform. By publishing your User Content in the public section of the Website, you will be deemed to have granted to Vention and any person accessing such part of the Website a royalty-free (subject to any royalty program that may be established from time to time at Vention’s sole discretion, the whole as more fully described herein), perpetual, worldwide, and non-exclusive, transferable and sublicensable license to, without limitation, use, reproduce, copy, modify, and adapt the intellectual property owned by yourself and contained in your User Content. You will also be deemed to permit persons to whom the User Content is made available to do the same, subject to you having agreed to publish such User Content in the public section of the Website.

Notwithstanding the foregoing, Vention enables you to specify the level at which access to, and usability of, your User Content is permitted. You understand that you are solely responsible for establishing the appropriate level of permission to your User Content and that the modification of such levels may only be valid for the future. Furthermore, the above-mentioned license granted to Vention in connection with your User Content shall not be affected in any way by any parameters and levels of access and usage that you may specify from time to time for your User Content.

You agree to abide by any restrictions on access and usage that Users may specify for their User Content, including that of using any User Content for the purpose of purchasing the Products, and you agree that Vention shall in no way be liable for the infringement by other Users of any restrictions you may have specified.

Order Procedure

Orders only become binding with the acceptance of the order by Vention, whether the order was placed electronically on the Website or following a purchase order from you (when authorized by Vention) (a “Valid Order”). Vention is not bound to furnish its goods or services except in accordance with the Agreement.

Unless specifically agreed otherwise by Vention, the Agreement governs any Valid Order and supersedes any other terms and conditions. Any additional or different terms (a) provided by you before, during or after the performance of the Valid Order, (b) contained or referred to in a purchase order, acknowledgment, receipt or any other form you issue or (c) implied by trade, custom, practice or course of dealing, are void and unenforceable. Any attempt to modify, supersede, supplement or otherwise alter the Agreement, are deemed rejected by Vention and will not modify the Agreement or be binding. Only terms that have been specifically and fully approved in a written agreement between you and Vention may amend the terms and conditions applicable to a Valid Order.

Vention reserves the right to reject or cancel Valid Orders for any reason, including but not limited to the event where any applicable law or commercial agreement prevents the sale of the Products in your area. The Partner Products sold by the Partners or through the Service follow terms and conditions specific to those Partner Products. You are responsible for acknowledging the terms and conditions relating to the Partner Products you are ordering. When ordering products from a Partner, you are deemed to have read the terms and conditions relating to such products and to have agreed with them.

Valid Order Cancellations by You

Vention may, in good faith, accept a request for cancellation of a Valid Order that is made within twenty-four (24) hours following the submission of the order. Should you cancel a Valid Order twenty-four (24) hours after the Order for the Products and before the Products have shipped, a cancellation fee equivalent to thirty percent (30%) of the Valid Order shall apply. To cancel an Assembly Service, please refer to the applicable section of the GTC and contact: support@vention.io. Notwithstanding anything to the contrary, if Vention or, when applicable, a Partner, has already started the execution of a Valid Order, then no cancellation shall be allowed.

Pricing and Payment Terms

For Products purchased on the Website, final pricing, including Product prices, Assembly Service fees, and shipping and handling fees, are reflected on a Valid Order. Once you have chosen your shipping method, final prices stated in your Valid Order shall be deemed to include all applicable taxes in accordance with applicable laws, as well as any fees, costs, and expenses related to packaging, crating, boxing, and, for deliveries in Canada and the United States, all applicable customs, tariffs, and duties, unless otherwise stated by Vention in your Valid Order. Without prejudice to the generality of the foregoing, you shall be solely responsible for all costs for transporting, loading and unloading, customs, tariffs, duties, insurance, and any other similar financial contributions or obligations relating to the sale and shipment of the Products. Published prices on Products may be changed without notice, at Vention’s or our Partners’ sole discretion, but changes will not affect any Valid Order for Products that you have already placed and is accepted by Vention. All monies stipulated for Products and Services are expressed in the currency that was made available to you and that you have elected on the Platform at the time of submission of your order.

Vention is responsible for collecting payments for the Partner Products you may order. If you are eligible for rebates granted by Vention, the rebates are applicable to the Vention Products only and, at Vention’s discretion, it is possible that the rebates cannot be applied on Partner Products.

Vention (or its third party payment processor, if applicable) shall charge all applicable fees on the credit card specified for the payment and process the charges to such credit card prior to shipment of the Products ordered. You agree that we do not provide any warranties with respect to such third party payment processor services and that it is your responsibility to read the terms and conditions and/or privacy policies applicable to such services before using them. You acknowledge that Vention has no control over such services and shall not be responsible or liable to anyone for such services.

Vention accepts no liability to complete any transaction that cannot be cleared by our payment processor, whether because there insufficient on your credit card or otherwise. If such situation occurs, you will receive an error message from the Service and the transaction will be denied. Moreover, Vention may suspend your Account and contact you so you can provide Vention with valid alternative credit card information. Such suspension shall not relieve you from your obligation to pay any fees owed to Vention.

Delivery, Transfer of Title, and Risk of Loss

When selecting shipping options, you may choose to request delivery with our carrier or to pick-up your order at our facilities, unless the shipment is for a product from a Partner, in which case the terms and conditions of the Partner will apply.

Except as otherwise stated in a Valid Order, for orders that are shipped to you, delivery terms and transfer of title and risk shall be DDP for Canada and the United States and DAP or DAT for other countries and territories as indicated in your order. Shipment is to be made by such mode of transport and route as determined by Vention or the Partner. Vention reserves the right to make shipment in installments when necessary, to invoice each installment accordingly, and to expect payment for each installment following Vention’s payment terms.

For Valid Orders that are picked-up at our facilities, delivery terms and transfer of title and risk shall be EXW.

SHIPPING DATES GIVEN BY VENTION, IF ANY, ARE APPROXIMATE AND ARE BASED ON PROMPT RECEIPT OF ALL NECESSARY INFORMATION REGARDING THE ORDER. VENTION UNDERTAKES TO USE ITS REASONABLE ENDEAVORS TO DISPATCH THE PRODUCTS ON AN AGREED DELIVERY DATE, BUT DOES NOT GUARANTEE TO DO SO. THE SHIPPING DATES GIVEN BY VENTION ARE NOT GUARANTEED, AS THERE MAY BE EXTENDED LEAD TIMES DEPENDING ON THE COMPLEXITY OF THE VALID ORDER (INCLUDING BUT NOT LIMITED TO, A VALID ORDER WITH CUSTOM CUTS OR PARTNER PRODUCTS OR ELECTRONIC COMPONENTS). Time of delivery is not of the essence in this Agreement. Failure to make shipments as scheduled does not constitute a cause for cancellation and/or for damages of any nature against Vention. If a delay is requested by you, or any delay is caused by lack of shipping instructions from you, Vention will store all items ordered at your risk and expense to the full exoneration of Vention.

Vention shall not be liable for any indirect, consequential, special or incidental losses or damages arising directly or indirectly from any delay in the delivery or short delivery of the Products.

Notwithstanding the above, for products provided by Partners directly to you, there may be no possibility of pick-up or delivery at our facilities. In such cases, the delivery will be subject to the terms and conditions of the Partner, including the delivery date and transfer of title and risk, and Vention will have no liability regarding the shipping.

Proprietary Rights

All rights, titles, and interests in and to the Service and the Website and Platform (including without limitation, all texts, graphics, logos, icons, images, audio and video clips, downloads, data compilations, and software), are and will remain the exclusive property of Vention and its licensors. The Service and the Website are protected by copyright, trademark, and other domestic and foreign laws concerning intellectual property. Except as expressly permitted in this Agreement, you may not reproduce, modify or create derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use or commercially exploit the Service.

Vention, MachineBuilder, MachineLogic, MachineMotion, MachineApps, and related words and logos, as well as the names of other products or services of Vention, are trade names, trademarks or registered trademarks of Vention. The names of other companies, products or services referred to in this website may be the trademarks of their respective owners. Any unauthorized use of any of these trade names or trademarks is prohibited. All rights that are held by third parties remain the property of the third party and can be subject to specific conditions.

All rights, titles, and interests in any drawing, illustration, plan, instruction manual, design, hardware, program or software created by Vention belong exclusively to Vention, including any intellectual property right therein (“Vention IP”). Upon request, you will do such things and execute such acts as may be legally required to perfect Vention’s title and give full effect to its rights in Vention IP. To the extent a Product you order incorporates or embeds Vention IP, Vention hereby grants you a personal, non-transferable, non-exclusive, non-sublicensable, revocable, and limited license to use such Vention IP only to the extent necessary for your installation, operation, and maintenance of the Product.

Except as specifically set out in this Agreement, you do not have, and you hereby irrevocably waive and renounce to assert or claim, any right, title, and interest in any intellectual property belonging to Vention, its licensors, Partners or other Users.

Reverse Engineering

You shall not, directly or indirectly, reverse engineer or aid or assist in the reverse engineering of all or any part of the Product or any associated hardware and software. Reverse engineering includes, without limitation, decompiling, disassembly, sniffing, peeling semiconductor components, or otherwise deriving source code.

Royalty and Referral Fee Programs

Vention reserves the right to, from time to time, establish programs pertaining to, in particular, granting of royalty or referral fees, and to specify the terms and conditions applicable to such programs (the “Programs”). Such Programs as well as their full description, will be made available by Vention on its website or otherwise communicated to you. Vention will have the right to modify or cancel such Programs at any time in its sole discretion.

Third Party Links

Hyperlinks to third-party websites, including, but not limited to, payment processing service providers, are provided for your convenience only, and the inclusion of any link does not imply the endorsement of any such link by Vention. Vention does not control these linked websites, has no control over the content of any linked websites, and is not responsible for any information, data, products or services on or available through such websites or for your use of such websites. You agree that such links to third-party websites or resources may be subject to different terms and conditions and privacy practices.

Information Accuracy

The contents of the Website, including but not limited to, any User Content, resources (such as video tutorials, white papers, tech docs and hardware catalogs, blog posts, comments made on the community forum), are provided strictly for your convenience. Although Vention tries to ensure that information on the Website is accurate, we do not guarantee or represent that such information is accurate, complete, current or suitable for any particular purpose. Accordingly, you use or rely on such information at your own risk. The information for Partner Products is provided by the Partners to Vention and Vention is not liable for the accuracy or completeness of the information.

Product Refunds

If Products on a Valid Order are discontinued or can no longer be sold to you before they are shipped to you, Vention shall refund you the monies paid directly with the payment method used on the order related to the Valid Order.

Limited Vention Product Warranty

THE FOREGOING WARRANTY IS FOR YOUR EXCLUSIVE BENEFIT, IS NOT TRANSFERABLE, AND IS APPLICABLE EXCLUSIVELY TO VENTION PRODUCTS. AS SUCH, THIS LIMITED VENTION PRODUCT WARRANTY SPECIFICALLY EXCLUDES PARTNER PRODUCTS. FOR INFORMATION REGARDING ANY WARRANTY AND OTHER TERM AND CONDITION FOR SALE OF A PARTNER PRODUCT, PLEASE REFER DIRECTLY TO THE TERMS AND CONDITIONS OF SALE OF THE PARTNER.

We devote significant effort and care to provide you with Vention Products that satisfy high quality standards. If a Vention Product is defective, you acknowledge that our only warranty or other obligation and your only remedy against us with respect to the defective Vention Product is for us to replace any Vention Product or part of a Vention Product if it is defective in material or workmanship when sold (“Limited Vention Product Warranty”), provided any such defect be reported to Vention in writing within one (1) year of shipment from warehouse (the “Warranty Period”). Defective Vention Products shall be dismantled at your expense and returned to Vention following any instruction that Vention may give or display on its Website for such return. NO WARRANTY IS MADE, EXPRESS OR IMPLIED, THAT THE VENTION PRODUCTS OR THE PARTNER PRODUCTS ARE APPROPRIATE OR SUITABLE FOR YOUR PURPOSES OR USE. FOR GREATER CERTAINTY, YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR CHECKING THE CORRECTNESS, DIMENSIONS, SAFETY, APPLICABILITY, AND FUNCTIONALITY OF THE VENTION PRODUCTS AND PARTNER PRODUCTS IN REVIEWING AND APPROVING YOUR DESIGN, AND YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR THE PROPER INSTALLATION AND USE OF THE VENTION PRODUCTS AND PARTNER PRODUCTS YOU PURCHASED, IN ACCORDANCE WITH THEIR INTENDED PURPOSE. THIS IS APPLICABLE FOR ANY DESIGN THAT YOU USE, EVEN AS TO THE DESIGNS THAT WERE CREATED BY US OR THAT MAY BE REFERED TO AS “VENTION OFFICIAL” DESIGNS OR IN ANY OTHER MANNER FROM TIME TO TIME. YOU ARE RESPONSIBLE FOR CONDUCTING ANY AND ALL SAFETY ASSESSMENTS, REVIEWS, AND CERTIFICATIONS REQUIRED BY ALL APPLICABLE LAWS, REGULATIONS, RULES, NORMS, AND STANDARDS INCLUDING FOR PRODUCTS THAT ARE COMPRISED OF PARTS AND SERVICES PROVIDED BY VENTION, A CERTIFIED SYSTEM INTEGRATOR, AND/OR A PARTNER.

If the Vention Products fail to conform to this warranty during the Warranty Period, Vention will, at its sole discretion, either: (a) repair or replace any defective part of the Vention Product; or (b) accept the return of the defective Vention Product and refund you the price actually paid for such Vention Product. Repair or replacement may be made with a new or refurbished Vention Product, at Vention’s sole discretion. If the Vention Product is no longer available, Vention may, at its sole discretion, replace the Vention Product with a similar product of similar function. Any Vention Product that has either been repaired or replaced under this warranty will be covered by the terms of this warranty for the longer of: (a) ninety (90) days from the date of delivery of the repaired Vention Product or replacement Vention Product; or (b) the remaining Warranty Period.

Before making a claim under this warranty, you must: (a) notify Vention of the intention to claim by sending an email (e-mail refers to written messages sent electronically through a computer network, from one mailbox to another, through an e-mail system) to warranty@vention.io during the Warranty Period and providing a description of the alleged failure; and (b) comply with Vention’s return shipping and/or in-home repair instructions. Vention will bear the reasonable return shipping costs, as applicable, of the defective Vention Product and the shipping costs of any new Vention Product that Vention may send you in exchange of your defective Vention Product at no extra cost for you.

Notwithstanding the above, this warranty does not cover Vention Products that have been subject to (collectively “Ineligible Products”): (a) modifications, alterations, tampering or improper assembly, installation, calibration, maintenance or repairs, including maintenance or repair in a manner that does not comply with Vention’s maintenance instructions, applicable codes, standards, laws or regulations ; (b) handling, storage, assembly, installation, testing or use not in accordance with the instructions provided by Vention (if any) or made in an improper or unlawful manner; (c) accident or abuse or misuse of the Vention Product; (d) any Partner Products, even if packaged or sold with Vention Products; (e) connection of the Vention Product to or incorporation of the Vention Product into other objects, power or external circuitry; or (f) defective design or improper assembly or use of the Vention Product or Partner Products within their intended operating conditions. This warranty does not cover consumable parts, including batteries, if applicable, unless damage is due to defects in materials or workmanship of the Vention Product (even if packaged or sold with the Vention Product). Furthermore, any order made on the Website that includes a Partner Product shall be subject, for this Partner Product provided by the Partner, to the terms and conditions of this Partner and Vention shall have no liability for such order. Certain warranties may be provided by the Partner and may differ from those provided herein, and it is your responsibility to request that information from the Partner directly.

Machine Logic and Remote Support Subscription Plan

General

You may subscribe to one of the Machine Logic Subscription Plans offered by Vention on its Platform (“Subscription Plan(s)”). If you elect to do so, your subscription is subject to the terms and conditions set out in this Agreement, including the specific terms and conditions set out in this section.

Scope and Content of the Subscription Plans

During the term of your Subscription Plan, Vention will make available to you the features and services described on the Vention Platform, as confirmed in the applicable order confirmation issued by Vention at the time of purchase (“Subscribed Services”).

Vention may update the content of the Subscription Plan(s), from time to time at its discretion. Some features and services may be available only with certain versions of the Subscription Plan(s). You may subscribe to additional features or services by placing an additional order. This Agreement will apply to all additional orders. You agree that your acquisition of a Subscription Plan under this Agreement is not contingent on the delivery of future features or functionality made available by Vention.

Service levels stipulated in the Subscription Plan(s) are good faith estimates and are provided as indicative targets, not guarantees. Actual performance achieved may vary from time to time, depending on various circumstances, including demand volume and resource availability.

Use of the Subscribed Services

The Subscribed Services are made available to you by Vention solely in relation to your use of your Vention Product for your own internal purpose (“Authorized Use”). The Subscribed Services are for your exclusive benefit. You must not make the Subscribed Services available to anyone else or use the Subscribed Services for the benefit of anyone other than you and your team.

The Subscribed Services may only be used by your employees, within the limits set out in your Subscription Plan (“Users”). Access to Subscribed Services cannot be shared or used by more than one individual User. User access may be reassigned to new Users replacing individuals who no longer use the Service for any purpose.

You will not, directly or indirectly, and will not permit or enable any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to, discover the source code, object code or underlying structure, ideas or algorithms of the Subscribed Services or any software, documentation or data related to the Services (Software) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) bypass or breach any security device or protection used by the Subscribed Services or access or use the Subscribed Services other than by a User through the use of their own then valid access credentials; (iii) input, upload, transmit or otherwise provide to or through the Subscribed Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any malicious code; (iv) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, in whole or in part; (v) except as expressly and specifically authorized in this Agreement, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Subscribed Services to any person, including through any time-sharing or service bureau service; (vi) copy, access or use the Services for purposes of competitive analysis of the Subscribed Services, the development, provision or use of a competing software service or product or any other purpose that is to Vention’s detriment or commercial disadvantage; (vii) modify, translate, or create derivative works based on the Subscribed Services or Software; or (viii) use the Services other than in accordance with this Agreement or use the Services other than in compliance with all applicable laws and regulations.

If you become aware of any actual or threatened activity prohibited by this Agreement, you must promptly: (a) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Subscribed Services); and (b) notify Vention of any such actual or threatened activity.

You must ensure that all accesses and use of the Subscribed Services by your Users comply with this Agreement and are responsible for any access or use by your Users of the Subscribed Services in breach of this Agreement.

Administrators

You must appoint one or more Users as administrators (each an “Administrator”) to manage your subscription to the Subscription Plan and use of the Subscribed Services account. Vention may rely on communications from such Administrators and other Customer employees when managing the Subscription Plan and providing the Subscribed Services.

Reasonable Assistance

You will cooperate with Vention in connection with the provisions and performance of Subscribed Services by making available such personnel and information and access to other resources as may be reasonably required and taking such other actions as Vention may reasonably request. You will also cooperate with Vention in establishing a password or other procedures for verifying that only designated Users have access to the Subscribed Services or administrative rights or functions in relation to the Subscription Plan.

Customer Data

You own and retain all rights to any data, information or other materials provided, uploaded, or submitted by you while using the Subscribed Services (“Customer Data”). You grant permission to Vention to use the Customer Data only as necessary to provide the Subscribed Services.

You represent and warrant that you are entitled to transfer the Customer Data to Vention so that Vention may lawfully use and process the Customer Data in accordance with this Agreement.

Subscription Fees and Payment Terms

You will pay the one-time subscription fee applicable to your Subscription Plan, as set out on Vention’s Platform at the time of purchase. You will not be charged any additional fee unless you subscribe to additional features or services, including additional Contacts.

The subscription fee is exclusive of taxes. Except for those taxes based on Vention’s income, you are responsible for all applicable taxes in connection with the Subscription Plan and Subscribed Services, including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If you are exempt from certain taxes, Customer will provide proof of such exemption to Vention without undue delay upon execution of the applicable Order Form.

Upon renewal of the Subscription Plan, Vention may increase your fees up to our then-current price set out on Vention’s Platform. Vention will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the non-renewal notice required in the term and termination section below. 

You will pay the subscription fee upon purchase of the Subscription Plan or within 30 days of the Subscription Plan Renewal Term start date.

Term and Renewal

The initial subscription term for your plan is two (2) years from the date of purchase set out in the order confirmation issued by Vention (“Initial Term”).

Your subscription term will automatically renew for additional one-year terms unless you send Vention a non-renewal notice, no later than ninety (90) days prior to the then current term (“Renewal Term”). You may elect to terminate the renewed Subscribed Services at your convenience by sending a termination notice to Vention within ninety (90) days from the Renewal Term start date (the “Renewal Term Termination Period”). The termination will be effective as of the end of the Renewal Term Termination Period and Vention will refund you the remaining balance of the subscription fee on a pro-rata basis.

Vention may terminate the Subscribed Services, at its discretion and without cause, upon providing you with fifteen (15) days prior written notice. The termination will be effective as of the end of the termination notice and Vention will refund you the remaining balance of the subscription fee on a pro-rata basis.

In the event of any material breach of this Agreement, the non-breaching party may terminate the Subscribed Services by giving thirty (30) days’ prior written notice to the breaching party, provided, however, that the Subscribed Services will not terminate if the breaching party has cured the breach prior to the expiration of such thirty (30) day period. In case Vention terminates the Subscribed Services as a result of your breach, there will be no reimbursement of the subscription fees paid.

Either party may terminate the Subscribed Services, without notice, (i) upon the institution by or against the other party of receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business without a successor.

Suspension of Subscribed Services

Provider reserves the right to suspend your access or any of users’ access to the Subscribed Services: (i) for scheduled or emergency maintenance, (ii) in the event you are in breach of this Agreement, including failure to pay any amounts due to Vention or (iii) if Vention receives an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body, that expressly or by reasonable implication requires Vention to suspend or terminate your or any User’s access to the Subscribed Services.

ALL LIMITATIONS OF LIABILITY AND WAIVERS SET OUT IN THIS GTC APPLY TO THE PERFORMANCE OF THE SUBSCRIBED SERVICES BY VENTION

Support Services Plan

THE FOREGOING SUPPORT SERVICES PLAN IS FOR YOUR EXCLUSIVE BENEFIT AND IS NOT TRANSFERABLE.

General Provisions

These general provisions apply to all Services Plans.

Vention aims to provide exceptional customer service to you. The Support Services Plan is designed for those who require assistance (the “Support Services”) after the purchase of Products (the “Support Services Plan”). The Standard Service Plan is included as part of your Product purchase. Under certain conditions, you may also purchase Premium Services Plans or Hourly Customer Support Services Plan, as described hereunder. In all cases, Support Services are subject to your compliance with all your obligations under this Agreement. The Support Services Plan does not apply to Ineligible Products and Vention has no responsibility to provide Support Services for Ineligible Products. Vention reserves the right to amend the Support Services Plan at any time.

As part of the Support Services Plan, Vention may in addition provide you with limited complimentary online documentation consisting of standard training sessions for assembly, programming, and integration of Products (the “Standard Training Sessions”), the format of which is to be decided by Vention.

All Support Requests under any Services Plan must be submitted via email to Vention Integration Coaches at: integrationsupport@vention.cc. Support Requests not submitted in accordance with this instruction may not be received or considered by Vention.

Upon receipt of a duly submitted Support Request, Vention will make all reasonable efforts to identify the issue to be resolved (“Root Cause”). The Root Cause is subject to Vention’s final determination. In order to assist Vention in defining the Root Cause and resolving the issue, you must report to Vention all problems with the Product, provide Vention with all information, access, and good faith cooperation required to facilitate the provision of the Support Services and promptly implement any corrective procedure or duly perform any instruction provided by Vention to support the diagnosis of the Root Cause or to resolve the issue reported.

In the event you fail to provide the required assistance or to comply, in whole or in part, with any instructions or recommendations provided by Vention or with any obligation hereunder, the whole to Vention's satisfaction, Vention may, at its sole discretion, decline you the benefit of the Support Services Plan and the Limited Vention Product Warranty for the Product which is the subject of your Support Request. In such event, Vention shall have no further obligation to you with respect to the Support Services Plan and the Limited Vention Product Warranty for said Product.

In the event on-site technical Support Services are required for a Service Request, you shall be responsible for all associated out-of-pocket costs and expenses incurred by Vention’s representative in connection with the performance of technical Support Services, including customary and reasonable travel and living costs and expenses and costs and expenses to implement required safety measures determined by Vention to ensure the safety of its representative. A fifteen percent (15%) will be added to the costs and expenses charged in relation to the on-site support. Vention shall provide an estimate of such costs beforehand. You are responsible for granting access to the location at the arranged time and providing a safe working environment required for Vention to perform the Support Services.

The same payment terms and conditions as those in place when the Valid Order for which the Support Request was made shall apply for payment of the bill of the Support Services. The Hourly Rate shall be converted to the currency that was selected at the time of the Valid Order for which the Support Request was made, using the exchange rate applicable at the time the Support Services Plan is being executed, unless otherwise agreed to by both parties.

Generally, a Support Request is resolved and Vention has no further obligation towards you (except as provided in the Limited Vention Product Warranty) when you receive one of the following: (a) a solution to resolve the problem; (b) a notice from Vention that the Root Cause of the Problem originates from a cause other than a defect in the Products or Services provided by Vention (for example if the issue originates from your design, installation, use or maintenance of the Product); or (c) you choose not to have Vention provide the Support Services.

Standard Services Plan

The Standard Support Services Plan provided by Vention is free of charge if the Product is covered under the Limited Vention Product Warranty, unless otherwise provided herein, and is valid for a period of one (1) year after the date of purchase. Phone and email support is available Monday through Friday, from 9AM to 6PM, Eastern Standard Time, excluding weekends and Canadian holidays (“Hours of Operation”). Support Services availability may occasionally vary from stated hours due to downtime for systems and server maintenance, and circumstances beyond the control of Vention. Phone and chat support requests will be handled in the order in which they are received.

Vention will make reasonable efforts to respond to a Support Request (as defined herein) within a reasonable time (“Response Time”) but does not guarantee that a response will be provided within a specific time period. All Response Times are measured during the Hours of Operation. Vention will make reasonable efforts to resolve a request for support under the Support Services Plan (the “Support Request”) but does not guarantee that the problem will be resolved.

Under the Standard Services Plan, Vention provides up to two (2) hours of Support Services at no charge for the sum of all individual Support Requests for a given machine, design, assembly, equipment, Product or such other system made whole by the sum of purchased Products, whether through a single or multiple Valid Orders, as defined by Vention.

If the Root Cause of a Support Request is determined by Vention as originating from a defect in the Products or the Services themselves, Vention shall provide Support Services at no charge until the issue is resolved, within the limits of the Limited Vention Product Warranty.

If the Root Cause is identified by Vention as originating from a cause other than a defect in the Products or the Services themselves, any time invested at identifying the Root Cause and solving the Root Cause, in excess of the initial two (2) hours of Support Services offered at no cost to you by Vention, will be charged at Vention’s hourly rate applicable at the time of the service request (the “Hourly Rate”), multiplied by the number of hours it takes to resolve the issue, or until (a) you request that the Support Services stop, or (b) Vention decides to stop providing the Support Services.

For clarity, if Vention identifies that the Root Cause triggering the Support Request originates from a cause other than a defect in the Products or Services provided by Vention (for example if the issue originates from your design, installation, use or maintenance of the Product), Vention shall have no responsibility to provide Support Services to resolve the issue, over and above the two (2) hours of Support Services included in the Standard Service Plan.

Premium Application Support Package (United Sates and Canada only)

As an option when buying a Vention Productized Application such as, for example a cobot palletizer, a robot range extender or a conveyor, you may purchase a Premium Application Support Package, in addition to the Standard Support Package. This optional Premium Application Support Package is available only to customers residing in Canada or the continental United States.

The Premium Application Support Package includes the following: (i) access to twelve (12) additional hours of remote support from Vention; (ii) one (1) on-site visit to resolve an issue if Vention determines it cannot be resolved remotely (up to a maximum of three (3) days and twenty-four (24) hours on-site support); and (iii) a one (1) year extension of the Limited Warranty on Vention critical hardware parts and components, including: MachineMotion pendant, motors, RSM, extrusions, robot arm and sensors, but excluding all consumables such as, but not limited to, suction cups and delrin pads. Travel and living expenses are not included. Costs and expenses related to on-site support will be charged in accordance with the General Provisions applicable to the Services Plans.

Premium Custom Projects Support Package (United States and Canada Only)

As an option when buying a custom Product, you may purchase a Premium Custom Projects Support Package, in addition to the Standard Support Package. This optional Premium Application Support Package is available only to customers residing in Canada or the continental U.S.

The Premium Custom Projects Support Package includes the following: (i) access to twelve (12) additional hours of remote support from Vention; (ii) one (1) on-site visit to resolve an issue if Vention determines it cannot be resolved remotely (up to a maximum of two (2) days and twelve (12) hours on-site support); and (iii) a one (1) year extension of the Limited Warranty on Vention critical hardware parts and components, including: MachineMotion pendant, motors, RSM, extrusions and sensors, but excluding robot arms and all consumables such as, but not limited to, suction cups and delrin pads. Costs and expenses related to on-site support will be charged in accordance with the General Provisions applicable to the Services Plans.

Premium Plans Service Levels

Under the Premium Application Support Package or the Premium Custom Projects Support Package, Vention will respond to the Support Request in accordance with the Service Levels for the applicable Premium Services Plan provided to you by Vention when purchasing the Services Plan.

The priority level is determined by Vention based on the information provided in the Support Request, in accordance with the following definition: (i) “Urgent” means a critical issue completely stopping the Solution from functioning or being used and causing a material impact on your operations; (ii) “High” means an issue degrading the performance of the Solution below the Application’s or Custom Product’s applicable performance specification defined in the purchase agreement; and (iii) “Normal” means any other technical issues or questions.

Provided the Root Cause of the issue reported in the Support Request is identified by Vention as originating from a defect in the Products or the Services provided by Vention, Vention will provide Support Services at no charge until the issue is resolved, within the limits of the Vention Limited Product Warranty.

If the Root Cause is identified by Vention as originating from a cause other than a defect in the Products or the Services provided by Vention (for example if the issue originates from your design, installation, use or maintenance of the Product), any time invested in identifying the Root Cause and solving the Root Cause will be deducted from the Premium Support Package, except for: (i) up to one (1) hour of Support Services at no charge (the "Free Support Hour") for the Product covered by the applicable Premium Support Plan (including a Product consisting of a system comprised of multiple parts whether purchased through a single or multiple Valid Orders, as defined by Vention) and (ii) time spent supporting a Support Request consisting of a single inquiry that requires Vention to share readily available information about the Product. Once the remaining number of hours under the applicable Premium Support Package reaches zero (0), any additional time invested in identifying the Root Cause and solving the issue (the "Additional Time") will be charged at the rate of two hundred dollars ($200.00) per hour (the “Hourly Rate”) until (a) you request that the Support Services stop, or (b) Vention stops providing the Support Services, at its own discretion.

Hourly Customer Support Services Plan

If you do not purchase a Premium Support Plan Package, Vention offers a remote support option where hourly pricing applies to support in addition to the Standard Services Plan offered by Vention. The Hourly Customer Support Packages are defined on Vention’s Platform. Vention will respond to Support Requests in accordance with the Service Levels for the applicable Hourly Customer Support Services Plan provided to you by Vention when purchasing the Services Plan.

The priority level is determined by Vention based on the information provided in the Support Request, in accordance with the following definition: (i) “Urgent” means a critical issue completely stopping the Solution from functioning or being used and causing a material impact on your operations; (ii) “High” means an issue degrading the performance of the Solution below the Application’s or Custom Product’s applicable performance specification defined in the purchase agreement; and (iii) “Normal” means any other technical issues or questions.

Export of Our Products

If you decide to export the Products you purchase through the Platform to another country, you solely are responsible for: (a) obtaining and paying for all necessary licenses, permits, customs, clearances, and all other authorizations, as well as paying for all duties, tariffs, and other taxes associated with the import of the Products; and (b) compliance with all laws governing that country’s importation process.

Disclaimer of Warranty and Limitation of Liability

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, VENTION MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES OR THE PRODUCTS, INCLUDING THAT THE SERVICES, THE SUBSCRIBED SERVICES, THE SUPPORT SERVICES OR THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PROVIDED BY THIRD PARTIES, THAT THE SERVICES, THE SUBSCRIBED SERVICES OR THE SUPPORT SERVICES WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR-FREE OR THAT ALL ERRORS IN THE SERVICES OR PRODUCTS WILL BE CORRECTED. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, VENTION PROVIDES THE SERVICES AND THE PRODUCTS “AS IS” AND “AS AVAILABLE.”

THE PRODUCTS PROVIDED BY VENTION OR ITS PARTNER(S) MAY CAUSE SERIOUS DAMAGES TO PROPERTY, UP TO AND INCLUDING LOSS, AND SEVERE INJURIES TO PERSONS, UP TO AND INCLUDING DEATH, AS A RESULT OF ITS IMPROPER ASSEMBLY, INSTALLATION, INTEGRATION, USE, OPERATION, MAINTENANCE, AND DISPOSAL ("INSTALLATION AND OPERATION"). YOU SOLELY ARE RESPONSIBLE AND LIABLE TO ENSURE THE PROPER INSTALLATION AND OPERATION OF THE PRODUCT. WITHOUT LIMITING THE FOREGOING, YOU MUST FOLLOW ALL INSTRUCTIONS PROVIDED BY VENTION OR VENTION PARTNER(S) IN RELATION TO THE INSTALLATION AND OPERATION OF THE EQUIPMENT. YOU MUST PERFORM ALL NECESSARY SAFETY RISKS ASSESSMENTS TO IDENTIFY ANY RISKS ASSOCIATED WITH THE INSTALLATION AND OPERATION OF THE PRODUCT AND IMPLEMENT ALL NECESSARY MITIGATION ACTIONS AND MEASURES TO ENSURE ITS SAFE INSTALLATION AND OPERATION IN ACCORDANCE WITH ALL APPLICABLE LAWS, REGULATIONS, RULES, NORMS, AND STANDARDS.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, VENTION’S WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL VENTION, ITS AFFILIATES, SUBSIDIAIRIES, SUPPLIERS OR LICENSORS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF, INFORMATION OR DATA OR OTHER FINANCIAL LOSS. MOREOVER, VENTION SHALL HAVE NO LIABILITY FOR ANY DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM, OR IN CONNECTION WITH: (I) THE USE, PERFORMANCE, FAILURE OR INTERRUPTION OF THE SERVICE, (II) YOUR PURCHASE, USE, AND RESALE OF ANY PRODUCT FROM US, (III) YOUR USE OF ANY USER CONTENT, AND (IV) THE MISUSE, IMPROPER SELECTION, FAULTY REPAIR OR IMPROPER MODIFICATION OF A PRODUCT, WHETHER FORESEEABLE OR NOT, AND EVEN IF VENTION HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT VENTION IS FOUND LIABLE TO PAY YOU ANY DAMAGES, VENTION’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT THAT GIVES RISE TO THE CLAIM. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR ACTION BROUGHT AGAINST US ARISING OUT OF ANY PRODUCT WE SELL TO YOU MUST BE BROUGHT WITHIN ONE YEAR AFTER THE PRODUCT HAS BEEN DELIVERED TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless Vention, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with : (a) your access to or use of the Service, the Subscription Plans and Subscribed Services, the Support Services, the Assembly Services, and the Support Plan Services; (b) your violation of this Agreement; (c) your violation of any rights of another party, including any Users; (d) the design and manufacture of the Product, including any safety issue; (e) the installation, operation, maintenance or use of the Product or any part thereof; (f) your violation of any applicable law, regulation, rule, norm, or standard; (g) any claim or damage from a third party that relates to any of your User Content, or any claim or damage you may incur as a result of your use of any User Content or any other information you obtain through the Platform, your use of Services or in connection with the Products; or (h) any third party’s access and use of the Platform or Service with your username or password; (i) any alleged infringement of any third party intellectual property right related to the Platform, any User Content, the Services, the Subscription Plans and Subscribed Services, the Product or any part thereof; or (j) any issue, to the extent caused by a Partner, including shipping or quality of the Partner Product and associated warranty issues.

Termination of your Account or this Agreement

You may cancel your Account at any time by deleting your Account. Vention also reserves the right to suspend or end the Service or stop selling the Products at any time at its discretion and without notice. For example, Vention may suspend or terminate your use of the Service if you are not complying with the present Agreement or use the Service in a manner that would cause Vention legal liability, disrupt the Service or disrupt others’ use of the Service. Vention also reserves the right to terminate and delete your Account if you have not accessed the Service for 12 consecutive months.

Vention reserves the right to temporarily or permanently discontinue the Service and/or the Website at any time. Vention will deploy commercially reasonable efforts to notify you of such discontinuation. The Partners can discontinue their products without notice and Vention cannot be held liable for the Partners’ actions.

If you breach this Agreement, Vention will have the right to terminate this Agreement immediately, without notice, unless otherwise required by any applicable laws, and to deactivate your Account. Upon termination of your Account or this Agreement, your right to use our Website and Service shall immediately cease. You may not be able to retrieve any Content that you may have published or saved on the Service.

All provisions of this Agreement which, by their nature, should survive termination shall survive the termination of this Agreement, including, without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

Upon termination of your Account or this Agreement, your personal information collected will be processed in accordance with Vention’s Privacy Policy.

Amendments

Vention may amend this Agreement or any section of this Agreement, in whole or in part, at any time. In case of material changes to this Agreement, Vention will inform you of such change by posting a notice on the Website informing you of such amendment, or by any other reasonable means elected by Vention. Your continued use of the Website after such changes will indicate your acceptance of such changes and you are responsible to review this Agreement before ordering Products or using the Service. The amendment will not impact or apply to orders placed before the publication of the amended Agreement on the Website. If the amendment entails an increase in your obligations or a reduction in Vention’s obligations, Vention will give you the right to refuse any amendment and terminate this Agreement without cost, penalty or cancellation indemnity by sending Vention a notice to that effect no later than 30 days after the amendment comes into force. To send such notice, contact: support@vention.io. Refusing an amendment entails the termination of this Agreement, the automatic deactivation of your Account and denial of access to the Service.

General Provisions

This Agreement shall be governed by and construed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. Parties hereby irrevocably submit and attorn to the exclusive jurisdiction of the Courts of the district of Montreal, Province of Québec.

This Agreement is the entire and exclusive agreement between Vention and you regarding the Service and the Products, and this Agreement supersedes and replaces any prior agreements between Vention and you regarding the Service and the Products.

You shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of Vention, which consent is within Vention’s sole discretion. No assignment or delegation by you shall relieve or release you from any of your obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties and their respective successors and assignees. Vention shall be allowed to assign this Agreement to any third party without requiring your consent.

Vention will not be liable for any delay in, or impairment of, its performance under this Agreement or for any damages suffered by you by reason of such delay, when such delay or impairment is caused in whole or in part by governmental interference, natural disasters and catastrophic events, labor disruptions, strikes, riots, acts of war, terrorists, shortages or inability to obtain fuel, power, materials or supplies, hackers or vandals, power failures, accidents, or any other cause or causes that are beyond Vention’s reasonable control.

Nothing in this Agreement shall constitute a partnership or joint venture between you and Vention.

If a particular provision of this Agreement is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement and shall not affect the validity of this Agreement as a whole.

Contact

If you have any concern, question or complaint regarding this Agreement, please contact Vention at:

      Vention Inc.
      4767 Rue Dagenais, suite 104-105, Montreal, QC, H4C 1L8
      support@vention.io

The current agreement's last update was on June 22, 2022.

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