These Terms and Conditions (the “Terms”) constitute an agreement between Ventrify Inc., and you. By clicking the “I Accept” button or by creating an account, signing in via a web browser or mobile app or otherwise or accessing and/or using all or a portion of the Services (defined below), you acknowledge and agree that you have read and understand the Terms, that the provisions, disclosures and disclaimers set forth in the Terms are fair and reasonable and that your agreement to follow and be bound by these terms and conditions is voluntary and not the result of fraud, duress or undue influence exercised upon you by any person or entity. If the Terms are considered an offer by you, Ventrify acceptance is expressly limited to these terms. Written approval is not a prerequisite to the validity or enforceability of the Terms.

For purpose of the Terms:

• “Services” means the services arising from and the content made available through access to and use of the one or more of Ventrify’s web sites, including but not limited to ventrify.net (collectively, the “Site”).
• “Software” means (i) the server, platform and application software hosted by or on behalf of Ventrify underlying and used to deliver the Services, (ii) all server, platform and application software of third parties used to host, support or connect the software referred to in subsection (i) and accessible by you as part of the Services, and (iii) all underlying algorithms, user interfaces and network and database designs and schemas, architecture, class libraries and objects, the unique expressions of the selection, organization and presentation of user visible functions, all templates and the methods of presenting information, all updates, upgrades, patches, maintenance releases and bug fixes and all documentation relating to any of the foregoing, whether in read only memory, on any other media or in any other form.

If your use of the Services includes the registration by you of individuals in addition to yourself (“Other Registrants”) you hereby represent and warrant that you have the authority to bind such Other Registrants to the Terms. By registering, you further represent and warrant to Ventrify that all registration information you submit is truthful and accurate, and that you will update such information as and when necessary to keep it accurate and up to date. In addition, you agree that each use of the term “you” in the Terms will include you and each of such Other Registrants and that you shall be responsible for ensuring that each such Other Registrant complies with the Terms. If you are acting on behalf of an entity, you hereby represent and warrant that you have the authority to bind such entity and that you and each of the Other Registrants is an employee of such entity. You agree further that each use of the term “you” in the Terms shall refer to such entity.

The definition of “Terms” shall include any terms describing additional obligations or restrictions accompanying your order of the Services, including, without limitation, any payment obligations, specified Service period and usage restrictions. If you are deemed to have ordered the Services, Ventrify’s acceptance is expressly conditional on your assent to the Terms to the exclusion of all other terms. Notwithstanding anything to the contrary contained in these Terms, if you have executed a separate written agreement with Ventrify that governs access to or use of the Services, then the terms of such agreement and not these Terms shall govern and control. If the Terms are considered an offer by you, Ventrify’s acceptance is expressly limited to the Terms.

The Terms contain warranty disclaimers and other provisions that limit Ventrify’s liability to you. Please read the Terms carefully and in their entirety. If you do not agree to be bound to each and every term and condition set forth herein, please do not use or access the Services.

By using the Services, you hereby grant Ventrify permission to send you messages regarding the Services, its features, service alerts, and network activity.

Ventrify reserves the right to modify the Terms from time to time with or without notice, and Ventrify will post the modified Terms at www.ventrify.net or other interfaces through which you have ordered the Services. You acknowledge and agree that it is your responsibility to review the Terms periodically to familiarize yourself with any modifications. With respect to such modified Terms, Ventrify may, at its sole discretion, require you to execute a “click accept” agreement incorporated into or as a condition of accessing Services after initial delivery. Even without such “click accept” agreement, your continued use of the Services after such modifications will constitute your acknowledgement and agreement of the modified Terms.

If you do not agree to any changes in the Terms as they may occur, your continued right to access and use such Services shall immediately terminate and you agree that you shall discontinue your use of the Services. You agree that Ventrify is not liable to you or to any third party for any modification of the Terms or termination of your access to the Services except as specifically set forth herein.

AGE RESTRICTION

The Services are intended for persons eighteen (18) years or older. Persons under the age of eighteen (18) should not access or use the Services. By using the Services, you represent and warrant to us that you are eighteen (18) years of age or older and that your use of the Services does not violate any applicable law.

YOUR LICENSE TO THE SERVICES; DURATION

The Terms shall be effective as of the date you accept them or first access or use the Services (the “Effective Date”) and shall remain in effect until the Services are terminated in accordance with these Terms. Ventrify shall have the right to terminate the Terms at any time with or without cause. Upon termination of the Terms, you shall no longer be permitted to use or access the Services. The terms herein that contemplate obligations after termination, including but not limited to Indemnification, Disclaimer, Limitation of Liability, Controlling Law and Severability, and Confidentiality, shall survive termination.

During the term of the Terms and subject to the Terms, Ventrify hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right for you to access and use the Services in conjunction with your internal business purposes only and in accordance with Ventrify’s applicable documentation. For avoidance of doubt, such right shall automatically terminate upon the termination of the Terms. You may not rent, lease, sell, redistribute, sublicense or assign access to or use of the Services; provided that if you have registered Other Registrants as permitted herein, the foregoing access rights include the right for you to grant the right to access and use the Services to such Other Registrants for your internal business purposes only.

You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Services. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords ”) that are provided to you or that are generated in connection with your use of the Services. You are fully and solely responsible for all activities that occur on the Service under your Passwords.

You agree that the access you have been granted prohibits you from using the Services for any illegal or unauthorized purpose. You will make every reasonable effort to prevent unauthorized third parties from accessing the Services. You represent and warrant that you will not breach the security of the Software or Services or attempt to gain unauthorized access to or interfere with operation of the Software or Services or with any other person’s use of the Services. You agree not use the Services in excess of or beyond the maximum number of registered users and/or devices for which you have been registered. If you are an employer, you will not attempt to circumvent such limitation by permitting your employees or agents to share the same account regardless of whether such sharing occurs at different times. For clarity, and by way of example, if you are an employer you will not allow one of your employees to login with name1/password2 in the morning and then later in the same day, allow a different employee to login with the same name1/password2.

The Services contain third party technology which includes but is not limited to open source software (the “Open Source Software”). You will be responsible for complying with any separate terms provided by Ventrify or third parties applicable to your access to the Open Source Software that govern your use of such Open Source Software.

YOUR CONTENT OWNERSHIP; RESPONSIBILITY AND RETENTION

You maintain ownership of and responsibility for the following while using the Services: (1) the files, designs, models, data sets, images, documents, scripts, codes or similar material or information submitted, transmitted, or stored by you in connection with your use of the Services, and (2) the output generated by the Service to the extent it is unique to you (collectively, the “Content”). By creating, submitting or transmitting to, posting or otherwise making the Content available to Ventrify and/or others (you acknowledge and agree that by setting your pages to be viewed publicly or by other users or Other Registrants (“Other Users”), you agree to allow the public or such Other Users to view your Content), you acknowledge and agree that (1) you have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Content, (2) you will evaluate and bear all risks associated with the Content, and (3) under no circumstances will Ventrify and/or its affiliates, agents and licensors and each of their respective officers, directors, and employees be liable in any way for the Content as you transmit or otherwise use it, including but not limited to any errors or omissions.

Ventrify will not access the Content that you have not made publicly accessible except (1) as part of providing, maintaining, securing or modifying the Services for you and/or Other Users you identify, (2) via automated tools intended to address or prevent a service, support or technical issue, (3) in response to your account settings to enable Other Users identified by you to access the Content or at your request or with your consent given to Ventrify technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue, (4) in connection with legal obligations or proceedings as described below, or (5) as otherwise described in Ventrify’s Privacy Policy. If you elect to connect the Services with other third-party sites and/or services (each, a “Third Party Account”) you acknowledge and agree that Ventrify will share certain Content as instructed by you and as further stated in the Privacy Policy.

While Ventrify will use commercially reasonable efforts to provide you with continuous access to the Services and will allow you to print out as a pdf the Ventrify Templates (defined below) containing your Content as it is incorporated into the output of the services, Ventrify does not make the Content or such output available to you following the termination of your subscription or for export during or after the termination of your subscription. Moreover, Ventrify does not guarantee the continued security of the Content. You are encouraged to practice effective and secure content retention.

The Services may enable you to specify the level at which access to and usability of the Content is permitted by Other Users and/or to designate the manner in which the Content may be reviewed, such as ‘read-only’ or ‘edit’. You are solely responsible for establishing the appropriate level of permissions to the Content.

The Content may be processed and stored within the geographic limits of the United States of America or in other jurisdictions outside the United States. Upon or promptly after the termination of your Ventrify account, the Content may no longer be stored on Ventrify’s systems; provided that if it is retained by Ventrify, it will be retained in compliance with the Terms.

You are responsible for all Content. You represent that you have already paid, and you will be solely responsible for paying (to the extent any later become due) all royalties, fees, and any other monies owing to any person by reason of any Content. You agree that you may not impersonate any other person through the use of the Services. You further agree that you may not upload, transmit, submit or otherwise use the Services to disseminate:

• Content that is obscene, defamatory, threatening, fraudulent, invasive of Ventrify’s or another person’s or entity’s rights, including but not limited to privacy rights, or that is otherwise unlawful;
• Content that infringes the intellectual property rights of Ventrify or any other person or entity;
• Content that contains any computer viruses or any other code designed to disrupt, damage, or limit the functioning of any computer software or hardware; or
• unwanted email, junk email, bulk email, promotions, spam or content that includes any advertising.

By uploading, transmitting, submitting or otherwise using the Services, you grant Ventrify the right to remove any Content that in Ventrify’s sole judgment does not comply with the Terms or is otherwise objectionable. You also grant Ventrify the perpetual right to use the Content to improve service quality, to perform internal audits, and to develop, validate, evaluate and improve test protocols, performance benchmarks, algorithms, metrics, scoring systems, predictive models and decision support tools.

Upon notice to you, Ventrify shall have the right to publish testimonials based on feedback or statements provided by you. Ventrify shall have the right to include your name in such testimonials, and Ventrify may publish and permit the publication of such testimonials on websites and in marketing materials.

You agree not to use any automated means to access the Services or collect any information from the Services (including, without limitation, robots, spiders, or scripts); or frame the Services, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect its display. This means, among other activities, that you must not engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.

VENTRIFY INTELLECTUAL PROPERTY RIGHTS

The Software, all reports and data templates and methods of presenting data available through the Services (the “Ventrify Templates”), all data or information generated by Ventrify as part of the Services to the extent it is not unique to you or does not contain the Content provided by you (the “Ventrify Information”), all processes, analyses and methodologies, know-how, and trade secrets used by Ventrify in performing the Services, delivered by Ventrify as part of the Services or made available to you by Ventrify as part of the Services (other than the data and information generated by Ventrify as part of the Services to the extent it is unique to you or contains the Content provided by you ) and any related Intellectual Property rights throughout the world and all corrections, fixes, modifications, enhancements, updates, upgrades, configurations and customizations thereto and derivative works thereof developed solely by Ventrify, or by or with the input of another party (the “Ventrify Intellectual Property”) are protected by United States copyright and other intellectual property laws, belong to Ventrify and may not be used or reproduced by you without the express written permission of Ventrify; provided that, Ventrify hereby grants to you a perpetual, non-exclusive, non-transferable, royalty-free, limited license to: (a) use the Ventrify Templates, if any, required for you to review and implement the Content in a static state (e.g. printed or electronic copy form) but not a continued right to use the services, and (b) use Ventrify Information with which the data and information generated by Ventrify as part of the Services to the extent it is unique to you or contains the Content provided by you is incorporated solely in connection with the use of such data and information and the Ventrify Information for your internal business purposes only and or no other purpose subject to these Terms. Ventrify hereby reserves any and all intellectual property rights in the Software and Services and the Information subject to your rights to the Content.

You agree that, except as specifically permitted in these Terms, you will not: (a) alter, modify, adapt, reverse engineer, decompile, disassemble or hack the Software or Services, or create derivative works from the Software or Services or Ventrify Intellectual Property (excluding the Open Source Software); (b) license, share, resell, sell, provide for service bureau use, or otherwise transfer the Software or Services or Ventrify Intellectual Property or access to such Software, Services or Ventrify Intellectual Property to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or Services; (d) remove or alter any copyright notices or other notices included in the Software or Services or Ventrify Intellectual Property; (e) access or use the Services to offer, build or support, or assist a third party in offering, building or supporting, products or services competitive with Ventrify; (f) perform or disclose any benchmark or performance tests of the Services without Ventrify’s prior written consent; or (g) perform or disclose any of the following security test activities related to the Services or associated infrastructure without Ventrify’s prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing or penetration testing.

You agree that all of your suggestions and feedback regarding the Services will be included in the definition of Services, and you hereby assign all of the rights, title and interest in such suggestions and feedback to Ventrify. The “VENTRIFY” mark and other Ventrify graphics, logos, designs, page headers, button icons, scripts and service names are trademarks in the United States and other countries. Ventrify’s trademarks and trade dress, as well as third party trademarks, logos and service marks used in conjunction with the Software or Services, may not be used in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Ventrify.

PRIVACY AND SECURITY

Ventrify will comply with applicable data breach laws in the United States of America. Ventrify and any subcontractors to whom Content is provided shall maintain a data security program conforming to the applicable law, which shall include reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of Content in the possession of Ventrify or its subcontractors during your subscription period, and which shall be (i) no less rigorous than those maintained by Ventrify for its own information of a similar nature, and (ii) no less rigorous than the security standards conforming to the applicable law.

Your use of the Services is subject to your acceptance of the terms and conditions set forth in Ventrify’s Privacy Policy, the terms of which are hereby incorporated herein, and which can be found at www.ventrify.net (the “Privacy Policy”). The terms and conditions set forth in the Privacy Policy may be changed by Ventrify in its sole discretion and those changes become effective upon posting. It is your responsibility to review the Privacy Policy for revisions thereto.

MANUFACTURING ADVICE DISCLAIMER

You agree that all estimates of costs, lists of materials, advice on the reliability of factories or contractors, and any other recommendations and opinions Ventrify provides as part of the Software and Services are made on the basis of its experience and professional judgment, and such estimates, advice and recommendations do not constitute a guaranty and you agree to undertake your own due diligence to confirm such.

You represent and warrant that you fully understand and acknowledge that the Software and Services are:

• intended to deliver noncritical, non-urgent, non-emergency advice, information and recommendations;
• dependent on the quality and quantity of information you provide to Ventrify (which means that if the information you provide is inaccurate, incomplete or misleading, the output you obtain from the Software and Services will not be accurate or useful to you; and
• dependent upon a number of factors outside the control of Ventrify, including but not limited to, the operation of third party production facilities and pricing and third party provided processes, hardware, software and network services.

THIRD PARTY LINKS, PAYMENTS

The Services may, from time to time, contain embedded access and links to third party web services and web sites including but not limited to embedded access to third party payment applications. This access and these links are provided solely as a convenience to you and not as a guarantee, warranty, or recommendation by Ventrify of the security, services, information, content and/or data on such third party web services or sites or as an indication of any affiliation, sponsorship or endorsement of such third party web sites. Ventrify is not responsible for the content of linked third party web sites or embedded services you access and does not make any representations or warranties regarding the privacy practices of, or the content or accuracy of materials on or available through, such third party services and websites. If you decide to access linked third-party web sites or use embedded third party services, you do so at your own risk. Your use of third-party websites and embedded services is subject to the terms of use for such sites and services, respectively.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITIES

THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS-AVAILABLE” BASIS.

VENTRIFY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES. VENTRIFY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN PROVIDING THE SERVICES OR ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SERVICES. VENTRIFY IS NOT RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT YOU UPLOAD, TRANSMIT OR DISSEMINATE THROUGH THE USE OF THE SERVICES.

THE INFORMATION THROUGH THE SERVICES IS GENERAL AND MAY NOT BE SUITABLE FOR YOUR PARTICULAR NEEDS. YOU SHOULD VERIFY CRITICAL INFORMATION BEFORE TAKING ACTION WITH RESPECT TO THE CONTENT GENERATED BY THE SERVICES.

VENTRIFY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AUTHENTICITY, TITLE AND NON-INFRINGEMENT, THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING, THAT ANY UPDATE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. VENTRIFY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, VENTRIFY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, CELLULAR SERVICE PROVIDERS, CELLULAR NETWORK OPERATORS, TO THE SATURATION OF THE INTERNET NETWORK AND FOR ANY OTHER REASON.

YOU ACKNOWLEDGE THAT THE SERVICES RELY UPON DATA COMMUNICATION MEDIUMS WHICH ARE NOT CONTROLLED BY VENTRIFY AND WHICH MAY BE VULNERABLE TO DATA OR SECURITY BREACHES, INCLUDING, WITHOUT LIMITATION, NETWORKS USED BY YOUR CARRIERS AND THE DATABASES AND SERVERS CONTROLLED BY YOUR INTERNET PROVIDERS. VENTRIFY SHALL NOT BE LIABLE FOR ANY SUCH BREACHES.

YOU ACKNOWLEDGE THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAY OF, OR ERRORS OR INACCURACIES IN, THE CONTENT OR INFORMATION PROVIDED BY THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, FINANCIAL OR ENVIRONMENTAL DAMAGE. USING THE SERVICES FOR TRADING SECURITIES IS NOT PERMITED AND VENTRIFY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS CONTRIBUTING CONTENT TO THE SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY OTHER USERS; THEREFORE, VENTRIFY DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR CONTENT BY OTHERS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VENTRIFY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE SOFTWARE OR SERVICES.

UNDER NO CIRCUMSTANCES, AS A RESULT OF YOUR CONTRIBUTIONS TO OR USE OF THE SERVICES, WILL VENTRIFY OR ANY OTHER CONTRIBUTOR OR OTHER USER BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, REGARDLESS OF WHETHER THESE PARTIES HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. VENTRIFY AND ITS AFFILATES’ AND CONTRIBUTORS AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, SHAREHOLDERS’, EMPLOYEES’, AND AGENTS’ TOTAL LIABILITY (IN THE AGGREGATE) TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES AND THE TERMS, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED ONE HUNDRED DOLLARS (US$100). EACH PROVISION OF THE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THE TERMS.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VENTRIFY OR AN APPROVED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

THE FOLLOWING APPLIES TO END USERS WHO LIVE WITHIN AUSTRALIA, THE UK AND THE EU:

VENTRIFY USES REASONABLE CARE AND SKILL TO ENSURE THE ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICES. INFORMATION CONTAINED ON THE SITE MAY NOT BE FULLY ACCURATE AND IS PROVIDED “AS IS”.

RELEASE

In the event that you have a dispute with one or more Other Users of the Services you agree that the dispute is between you and such Other User(s) and you hereby release Ventrify (and its officers, directors, employees and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute(s). If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

INDEMNIFICATION

You agree to indemnify and hold Ventrify and its officers, directors, employees and agents harmless from any charges, complaints, damages, losses, liabilities, costs and expenses (including attorneys’ fees and expert fees) due to, arising out of or relating in any way to (1) any Content, (2) any violation by you of the Terms or any applicable rule, regulation or law, and (3) your access or use of the Services and/or the Ventrify Information contained therein.

EXPORT

Your access to and use of the Services shall comply with all applicable export laws of the United States, including, without limitation, the U.S. Export Administration Regulations and the prohibitions and restrictions mandated by agencies of the United States government. Without limiting the foregoing, the Services may not be exported or re-exported into (or to a resident or national of): (a) any country sanctioned by the United States government identified on the list published by the U.S. Bureau of Industry and Security, including Cuba, Iran, North Korea, Sudan and Syria, as such list may be updated from time to time; (b) any country, entity or person identified on any of the sanction lists, specifically designated nationals lists, denied party lists or entity lists published by the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury, as such lists may be updated from time to time; (c) any other country subject to United States embargo or UN Sanctions; or (d) or any other prohibited country, person, end-user or entity specified by the United States government. You will not use any data, information, software programs or materials resulting from the Services (or direct product thereof) for any purpose prohibited by these laws including, without limitation, nuclear, chemical or biological weapons proliferation, or the development of missile technology.

FORCE MAJEURE

Ventrify will not be responsible for a breach of the Terms caused by any failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; a pandemic; an electrical, internet, cellular network or telecommunication outage that is not caused by Ventrify; government restrictions (including the denial or cancelation of any export, import or other license); or another event outside the reasonable control of Ventrify.

INVALIDITY

If any provision of the Terms is held to be invalid or unenforceable in whole or in part in any jurisdiction, then that provision shall be deemed ineffective in such jurisdiction but shall have no effect on the enforceability of the remaining provisions.

GOVERNING LAW, CONSENT TO JURISDICTION AND LIMITATION ON CLAIMS

The Terms and your use of the Software and Services, along with the Information contained therein, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of laws principles or other provisions which might result in the application of laws other than the internal laws of the Commonwealth of Massachusetts. The Uniform Computer Information Transactions Act will not apply to the Terms.

You further agree that any claims or causes of action arising out of or related to the Terms or the Services, along with the Information contained therein, shall be submitted to arbitration as provided below within one (1) year after such claim or cause of action arose, or such claim or cause of action shall be forever barred.

The courts of the Commonwealth of Massachusetts (state and federal) will have sole and exclusive jurisdiction over any disputes or actions arising out of or relating to this Agreement. The parties hereby waive all claims of immunity from such jurisdiction. Venue for any action brought arising out of or relating to this Agreement will be in the State Court in Suffolk County, Massachusetts or in the United States District Court for the District of the Commonwealth of Massachusetts.

For the purposes of the Terms: (a) the term “Dispute” will mean any dispute, controversy, or claim arising out of or relating to: (i) the Terms, its interpretation, or the breach, termination, applicability or validity of the Terms; or (ii) any other dispute arising out of or relating to the relationship between Ventrify and you; (b) the term “Company Group” will mean Ventrify, its parents, subsidiaries, affiliates, stockholders, directors, officers, employees, agents, beneficiaries, assignees, successors in interest, and any third party which provides products or services purchased from or distributed by Ventrify; and (c) the term “User Group” will mean you and those in privity with you, such as your affiliates, employees, partners, contractors, agents, family members and beneficiaries.

No member of Company Group or User Group will submit any Dispute (defined below) to any court of law. Company Group and User Group hereby forfeit their right to file and litigate a lawsuit in a court of law relating to any Dispute. User Group understands that, in the absence of this paragraph, User Group would have had a right to litigate disputes through a court, including the right, if any and subject to the rules of User Group’s jurisdiction, to litigate claims on a class-wide or class-action basis, and that User Group has expressly and knowingly waived those rights and agreed to resolve any Disputes through binding arbitration in accordance with the Terms. This arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.

Company Group and User Group may each provide the other party with written notice of its intention to initiate arbitration with respect to any Dispute. If Company Group and User Group do not amicably resolve or settle the Dispute in writing within thirty (30) days after such notice, the notifying party will have the right to submit such Dispute to the American Arbitration Association (“AAA”) for binding resolution. Any such Dispute will be resolved exclusively and finally by the AAA. The AAA’s Commercial Rules will govern the arbitration proceeding. Company Group and User Group will agree upon another arbitration forum if AAA ceases all of its operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Dispute between Company Group and User Group. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis.

Company Group and User Group will confer after service of written notice of arbitration to select a single agreed-upon arbitrator to adjudicate the Dispute. If Company Group and User Group are unable to agree upon an arbitrator within thirty (30) days after the date of such notice, the AAA will assign an arbitrator. Any decision or award rendered in such arbitration proceeding will be final and binding on Company Group and User Group, and judgment may be entered thereon only in the State or Federal courts in Suffolk County, New York.

In the arbitration, the arbitrator will apply the laws of the Commonwealth of Massachusetts, excluding its conflict of law principles. The arbitrator will not have the right to award treble damages or punitive damages. The location of the arbitration will be in Boston, Massachusetts, and the arbitration will be conducted in the English language.

CLAIMS OF COPYRIGHT INFRINGEMENT

Ventrify respects the intellectual property rights of others, and requires that the people who use the Services do the same. It is Ventrify’s policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible through the Services in a way that constitutes copyright infringement, you may notify us by providing Ventrify’s copyright agent with the following information in writing:

1. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
4. Your name, address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

If Ventrify receives such a claim, it reserves the right to refuse or delete Content and to terminate a user’s account.

Ventrify’s designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act OF 1998 (“DMCA”) is:

Ventrify, Inc.

One Alewife Center, Suite 300A

Cambridge, MA 02140

Attn: Copyright Infringement

After receiving a claim of infringement, Ventrify will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Ventrify will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Ventrify will take reasonable steps promptly to notify the user that Ventrify has removed or disabled access to such material.

Upon receipt of a proper counter notification under the DMCA, Ventrify will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that Ventrify will replace the removed material or cease disabling access to it in 10 business days. Unless Ventrify’s designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on the Software or Services, Ventrify will replace the removed material and cease disabling access to it.

You may provide Ventrify with a counter notification by providing Ventrify’s copyright agent the following information in writing:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Ventrify may be found and that you will accept service of process from the person who provided the initial notification of infringement.

In the event that any such claim relating to copyright infringement is asserted against Ventrify, such claim shall be resolved through binding arbitration in accordance with the Terms provided above.

NOTICES

Any notice required or permitted to be given in accordance with the Terms shall be in writing. Notices to Ventrify shall be sent by personal delivery, registered or certified mail (return receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to: Ventrify, Inc., One Alewife Center, Suite 300A, Cambridge, MA 02140. For contractual purposes, you consent to receive communications from Ventrify electronically. Notices sent to you shall be sent by personal delivery, electronic mail, registered or certified mail (return receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to the address listed on your account. All notices will be deemed given: (i) when delivered personally; (ii) 24 hours after electronic mail is sent, unless Ventrify is notified that the email address is invalid; (iii) five (5) days after having been sent by registered or certified mail (or ten (10) days for international mail); or (iv) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery). Either party may change its address for receipt of notice by notice to the other party in accordance with this Section.

GENERAL

Ventrify’s failure to exercise or enforce any right or provision of the Terms shall not be deemed to be a waiver of such right or provision. Ventrify is excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. The Terms contain the entire agreement between you and Ventrify and supersedes all prior agreements between the parties regarding the subject matter contained herein, except as otherwise specifically noted herein. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services, or any Information displayed through the Services. You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. Ventrify may freely assign or delegate all rights and obligations under the Terms, fully or partially without notice to you. Ventrify may also substitute, by way of unilateral novation, effective upon notice to you, which you agree may be electronic communication, Ventrify, Inc. for any third party that assumes Ventrify’s rights and obligations under the Terms.