terms and conditions of access to Venda Online Documentation

BETWEEN
1 VENDA LIMITED a company registered in England and Wales with company number
04244828 and whose registered office address is 101 St Martins Lane, London, WC2N 4AZ (“Venda”)
And
2 You, or of yourself and any organization you represent, as the party logging into Venda Online Documentation (“You”).

NOW IT IS HEREBY AGREED as follows:
 

1  DEFINITIONS AND INTERPRETATION

1.1 
"Confidential Information" means all information and material (including any copies or
other material incorporating all, part of, or referring to, such information) disclosed directly or indirectly by any and all means, methods and formats by Venda at www.venda.com/docs ;

“Venda Online Documentation” means the documentation contained in www.venda.com/docs ;

"Parties" means Venda and You and "Party" shall mean either one of them;

“Purpose” means for the purpose of building and maintaining web sites, and their integration points, on the Venda platform; and

"Term" means for a period of 5 years from the date of disclosure of Confidential Information and such obligations shall survive the termination or earlier expiration of this Agreement.

1.2  Any reference to a "person" includes a reference to a body corporate, association or
partnership and to that person's successors, licensees and permitted assignees.

1.3  Any reference to the singular shall be deemed where necessary to include the plural and visa versa.

1.4  In the interpretation of this Agreement the phrases "other", "including" and "in particular"
shall not limit the generality of any following words or be construed as being limited to the same class as the following words where a wider construction is possible.

 
2  OBLIGATIONS

2.1  In consideration of the disclosure of the Confidential Information by Venda to You, You accept that such Confidential Information is proprietary to Venda or its licensors and you undertake to the Venda, during the Term:

2.1.1 to use the Confidential Information only to the extent necessary to fulfill the Purpose (and for no other purpose other than as expressly permitted under Clause 3);

2.1.2  to keep all Confidential Information at all times confidential, secure and protected against theft, damage, loss or unauthorised access and not to disclose any Confidential Information (other than in accordance with Clause 3);

2.1.3  (without prejudice to its obligations hereunder) to exercise in relation to the Confidential Information no lesser security measures and degree of care than the Receiving Party applies to its own confidential information;

2.1.4  to make not make any copies or reproductions of the Confidential Information other than as authorized in writing by Venda, and where such permission has been given, only as is strictly necessary to fulfill the Purpose and to keep all such Confidential Information (including any and all copies, images, documents, computer files or other materials incorporating or referring to any of the Confidential Information) separate from all other documents and materials and in a secure place; and

2.1.5  immediately on becoming aware of any unauthorised disclosure, misuse, theft or other loss of the Confidential Information, to give notice to Venda of the same.
 

3 EXCLUDED INFORMATION

The obligations set out in Clause 2 above shall not apply to any Confidential Information that
You can demonstrate:

3.1.1  was at the time of this Agreement in, or has subsequently come into, the public domain other than as a result of a breach of this Agreement;

3.1.2  has been lawfully received by the Receiving Party from a third party without restriction on its use or disclosure: or
3.1.3 was communicated in response to an order by a court or other governmental body or was otherwise required by law, regulation or order, provided that the other Party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.
 
4 RETURN OF CONFIDENTIAL INFORMATION
You shall promptly (and in any event within five (5) days of receipt of a written request from the Venda) return to Venda all Confidential Information (including, for the avoidance of doubt, all documents, copies or other materials that incorporate or refer to the Confidential Information), or if specifically requested by Venda, destroy the same and certify to Venda in writing that this has been done.
 
5 GENERAL

5.1 Each Party undertakes to the other that it is entitled to enter this Agreement and to perform its respective obligations herein. Neither Party makes any warranty, undertaking or representation about the validity, completeness or accuracy of the Confidential Information.

5.2 Venda acknowledges that You may currently or in the future be developing information internally, or receiving information from other parties that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that You will not develop or discuss with third parties products, concepts, business plans, systems, techniques, intellectual property rights or otherwise that are similar to or compete with the Confidential Information, provided that the Receiving Party does not breach any of its obligations under this Agreement in connection with such development.

5.3 No right or licence is granted by either Party to the other in relation to the Confidential
Information except as is strictly required for the fulfillment of the Purpose.

5.4 This Agreement does not commit either Party to enter any proposed venture arising out of the Purpose (or otherwise).

5.5  If any provision of this Agreement is held by any competent court or regulatory authority to be void or unenforceable in whole or in part and such provision is not fundamental to the Purpose, this Agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question and the Parties shall negotiate in good faith (a) replacement term(s) for the affected provision in order to achieve as closely as possible the original intentions of the Parties.

5.6  No failure or delay on the part of Venda to this Agreement relating to the exercise of any right, power, privilege or remedy provided under this Agreement shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any proceeding or succeeding breach by the other Party to this Agreement.

5.7  You acknowledge that damages would not be an adequate remedy for a breach of this Agreement and that Venda is entitled to the remedy of injunction, specific performance and/or other equitable relief for a threatened or actual breach of this Agreement.

5.8  This Agreement is governed by and construed in accordance with the laws of England and Wales and the Parties submit to the non-exclusive jurisdiction of the English courts.