CSP Licensing Agreement

Venti Exchange, LLC

This Cloud Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually (“you” or “your”), and Venti Exchange, LLC (“Venti Exchange”, “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Online Services Terms, and the SLA (together, the “agreement”). It is effective on the date that we provision your Subscription.

1. Duration: Month-to-month. 1-year commitment. 3-year commitment. This agreement will auto-renew for the same time duration at time of expiration.

2. Confidentiality: The terms and conditions in this letter are considered confidential between Venti Exchange and the Client.

3. Payments: Payments will be made via check or bank wire. Payments are due and must be made according to the Offer Details for your Subscription. Accounts past due more than seven (7) days will incur a 2% late payment fee. Accounts past due fifteen (15) days will be automatically de-activated and will require a re-activation fee of $175. Accounts past due thirty (30) days will be cancelled and invoiced in full plus overages and past due payment charges.

4. Taxes: Prices for our services do not include any applicable customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service, or other similar taxes. All such taxes shall be paid by you and will be added to any amount otherwise charged to you unless you provide Venti Exchange with an appropriate exemption certificate. If any amounts paid for the Services are refunded by Venti Exchange, applicable taxes may not be refundable.

5. Billing: Billing for your contracted services is handled by Venti Exchange directly or on behalf of its affiliate Team Venti.

6. Other charges: Any Venti Exchange charges for services outside of this agreement will be agreed to separately.

7. Liability: Venti Exchange’s maximum liability relating to the services rendered under this agreement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to Venti Exchange for the portion of its services or work products giving rise to the liability.

8. Quoted pricing: Based on contract term duration (see clause 1)

9. Price Protection: Price protection is only included with term agreements (not ‘’Pay as You Go’’ or “Month to month’’, no contract) and guarantees that your plan price will stay the same throughout the duration of this agreement.

10. Term, termination, and suspension:

a. Agreement term and termination. This agreement will remain in effect until the expiration or termination of your Subscription(s), whichever is earliest. Client may terminate this Agreement as follows:

Time of cancellation  Refund terms 
Within the first 24 hours of term  Full cancellation can be processed without fees or penalties. 
Between the first 24 and 168 hours of term  For new commerce offers (Microsoft NCE), the client can cancel its subscription with a prorated refund within the first 168 hours for any term (proration calculated daily). 
After 168 hours of term  After 168 hours, cancellation is no longer available. If the client wishes to terminate this agreement, they will be billed for the full remaining term, even if subscription is no longer used (applicable to any billing plan). 

b. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement. If one or more of these conditions occurs, then:

    •  For Limited Offerings, we may suspend your use of the Online Services or terminate your Subscription and your account immediately without notice.

11. Adding users: You may add users to an existing agreement at any time. Additional users will follow your original agreement anniversary date for renewals. New users added between billing cycles will be billed for the full month when they are added.

12. Reducing users from your agreement: Month to month/Pay as You Go agreements user-based licenses, you can reduce users from your subscription at any time. Please contact support@teamventi.com for more information.

Agreement type    
Month to month/pay as you go/no commitment  These are monthly term agreements. You can reduce users at the end of every term (monthly) 
Annual/12-month term  Client can reduce users at the end of every term (annual) 
Three year/36-month term  Client can reduce users at the end of every term (36 months) 

13. Changing the services covered in your Microsoft 365 agreement: You may upgrade your Microsoft 365 subscription for all or a subset of your users at any time during the term of your subscription. You may downgrade your Microsoft subscription at the end of the current term. Please contact support@teamventi.com for more information.

14. Final Invoice Due as Condition to Termination: Upon receipt of notice of termination, Venti Exchange shall prepare and deliver to Client a final invoice based on services expended to date of termination which have not been previously invoiced and paid. Upon payment of the final invoice, Client and Venti Exchange shall be released from this agreement and shall have no further duties and obligations to one another.

15. Service Administrator: End user support is not included as part of this agreement. Client will designate a Service Administrator/Admin Team to handle all support matters related to the services rendered under this agreement.

16. Client Support: Service Administrators may request account support, make general services inquiries, or submit support requests via:

Our client portal: https://portal.teamventi.com

Email: support@teamventi.com

(512) 380-1888 or (833) 448-3684

17. Support Included: This agreement includes admin technical support and general account support including break/fix items, account service inquiries, billing questions and any other account related assistance. All support inquiries are to be submitted by the designated Service Administrators only (not end users). Admin technical support is available 24/7. Other SLA and support options may be available upon client request. Additional fees may apply.

Response SLA

Severity Level  Incident Classification  Response SLA 
Critical 

  

Events that prevent you from accessing or using your services or data, severely impact deadlines or profitability, or affect multiple users or services.  30 minutes 
High  Events that affect the productivity of users but have moderate business impact can be dealt with during business hours, or affect a single user, customer, or service.  2 hours 
Medium  Events that have minimal service or productivity impact on the business, such as a single user experiencing partial disruption, but an acceptable workaround exists.  4 hours 
Low  Minor incidents. Any incident not falling within the above Incident Classifications  24 hours 

18. Support not Included but available via a separate contract: This agreement does not include end user support, computer, applications, or customer network support or troubleshooting beyond those activities that our staff may identify as relevant to the support of this agreement. Service requests outside of SLA are available and will be considered billable events upon authorization by your service administrator.

19. Perpetual Software and Software/Server Subscriptions: Venti Exchange should be the first point of contact for customer support issues directly related to the procurement, license key access/activation, and product media/download fulfillment of products deemed to be Software or Server Subscription offers. For technical support you can:

20. Assignment: Customer shall not have the right to assign this agreement without written permission from Venti Exchange. Such permission not to be unreasonably withheld, conditioned, or delayed. In the event of such approved assignment, all terms of this agreement remain in force.

21. Governing Law: Should any provision of this agreement be ruled invalid, all other provisions remain enforced. Oral changes to this agreement shall not be recognized. All applicable United States and international law regarding protection of copyrights and intellectual property shall apply to this agreement. In the event of a dispute, the place of venue shall be Travis County, Texas.