The rules of the road

These Terms of Service (“Terms”) form a binding agreement between you and Ven, Inc., a Delaware corporation with its principal office at 6900 E Green Lake Way N Apt 244, Seattle, WA 98115-5499 (“Ven,” “we,” “us”). By creating an account, accessing, or using the Ven Marketplace platform (the “Service”), you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” and “your” refer to that organization. You must be at least 18 years old to use the Service. The Service is intended for commercial use.

The Service is a software platform that introduces and helps coordinate communication between energy and infrastructure project owners, capital providers, and risk-transfer providers, and provides related tools (project workspaces, document storage, discussions, AI research assistance, and analytics).

2.1 What Ven does NOT do.

Ven does not (a) underwrite, place, bind, or solicit insurance; (b) act as a broker, producer, MGA, MGU, reinsurance intermediary, or surplus lines broker; (c) offer, sell, or solicit securities; (d) provide investment, financial, legal, tax, or accounting advice; or (e) act as a fiduciary, agent, or representative of any user. Ven does not endorse, guarantee, or warrant any user, project, counterparty, transaction, or third party.

2.2 Licensed third parties.

Where a transaction requires a licensed party, an independent licensed third party is brought in as and when applicable. Your relationship with that third party is solely between you and them and is governed by their own terms, fees, and disclosures. Ven is not a party to that relationship and disclaims all liability arising from it.

2.3 No advice; your due diligence.

Information made available through the Service — including AI-generated summaries, research outputs, and counterparty profiles — is provided for informational purposes only and is not a substitute for your own due diligence or for advice from a licensed professional. You are solely responsible for your decisions to engage any counterparty or to enter into any transaction.

3.1 Reviewed access.

The Service is a private, business-to-business marketplace. Account creation requires submission of a registration request, and access to the marketplace is granted only after Ven's administrators review and approve your organization. Ven may, at its discretion, decline, suspend, or revoke access at any time and for any reason consistent with applicable law. Ven's review is administrative — it confirms that your organization has provided the requested registration information and is not on a sanctions or denied-party list. It is not, and shall not be construed as, financial, credit, regulatory, suitability, solvency, licensing, or any other diligence on any user, organization, or counterparty.

3.2 Account responsibility.

You are responsible for (a) maintaining the confidentiality of your credentials, (b) all activity that occurs under your account, (c) the accuracy and lawfulness of the information you submit, and (d) configuring your organization's roles, members, and permissions appropriately. We strongly recommend enabling multi-factor authentication. Notify us promptly at daphne@vencover.com if you suspect any unauthorized use of your account.

You agree not to:

• Violate any applicable law or regulation, including sanctions and export controls;
• Upload or transmit content that is unlawful, infringing, defamatory, fraudulent, or that you do not have the right to share;
• Probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure (including organization-scoped access controls);
• Scrape, harvest, or use automated means to access the Service except via documented APIs and within posted rate limits;
• Reverse engineer, decompile, or disassemble any part of the Service except where permitted by law;
• Use the AI features to generate content that infringes intellectual-property rights, violates privacy, or is otherwise prohibited under these Terms;
• Resell, sublicense, or otherwise commercially exploit the Service except as expressly permitted in writing by Ven.

5.1 Ownership and license.

You retain all right, title, and interest in and to the data, documents, project information, and other materials you submit to the Service (“Customer Content”). You grant Ven a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, index, process, and otherwise use Customer Content solely as necessary to provide and improve the Service, including by passing it through per-project AI namespaces (no cross-project leakage) as described at /security. You represent and warrant that you have all rights necessary to grant this license and that your Customer Content does not infringe or violate any third-party right or applicable law.

5.2 No model training on Customer Content.

Ven will not use Customer Content to train or fine-tune its own machine-learning models, and contractually prohibits its AI sub-processors from using Customer Content to train or fine-tune their foundational models.

5.3 De-identified and aggregated data.

Ven may create de-identified, aggregated, or anonymized data derived from Customer Content and usage of the Service (“Aggregated Data”), and may use Aggregated Data for any lawful purpose, including operating, improving, and promoting the Service and publishing market analyses, provided that the Aggregated Data cannot reasonably be used, alone or in combination with other reasonably available information, to identify any Customer, individual, project, or counterparty.

5.4 Data Processing Addendum.

For Customers subject to the GDPR, UK GDPR, or other comparable privacy laws, Ven will execute its standard Data Processing Addendum upon request. The DPA, once executed, will form part of these Terms.

The Service may surface counterparties, projects, and content provided by third parties. Ven does not vet counterparties for solvency, regulatory standing, or suitability, and does not warrant that any matched counterparty will be willing or able to consummate a transaction on any particular terms. You acknowledge that participating in a marketplace involves counterparty and execution risk, and you are solely responsible for evaluating those risks and for engaging your own legal, financial, insurance, and tax advisors. The administrative organizational review described in Section 3.1 is not, and is not a substitute for, the user's own diligence on counterparties.

Access to certain features of the Service may require a paid subscription, order form, or master services agreement (each, an “Order”). Fees, payment terms, and any usage limits are as set forth in the applicable Order. Unless otherwise stated, fees are non-refundable, exclusive of taxes, and payable in U.S. dollars. We may suspend access for non-payment after reasonable notice.

Each party may receive non-public information of the other (“Confidential Information”). The receiving party will use the same care to protect it as it uses to protect its own confidential information of like importance (and in no event less than reasonable care), will use it only as necessary to perform under these Terms, and will not disclose it to third parties except to its personnel and advisors bound by confidentiality obligations no less protective than these. Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law (with notice where permitted).

The Service, including all software, designs, content, trademarks, and documentation (excluding Customer Content), is owned by Ven or its licensors and is protected by U.S. and international intellectual-property laws. Subject to your compliance with these Terms, Ven grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the term. We reserve all rights not expressly granted.

If you provide suggestions or feedback about the Service, you grant Ven a perpetual, irrevocable, royalty-free, worldwide license to use them without restriction.

The Service and any third-party content, AI output, or counterparty information made available through it are provided “AS IS” and “AS AVAILABLE,” without warranty of any kind.

To the maximum extent permitted by law, Ven and its affiliates, licensors, and service providers disclaim all warranties, whether express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or that the Service will be uninterrupted, error-free, or secure.

Without limiting the foregoing, Ven makes no representation or warranty regarding the creditworthiness, regulatory standing, or performance of any counterparty introduced through the Service, and does not guarantee any particular outcome of any transaction. AI features are probabilistic and may produce inaccurate or incomplete output; you must independently verify any AI output before relying on it.

No outcome warranty. Ven does not warrant that any introduction, match, conversation, listing, or transaction facilitated through the Service will result in a binding agreement, placement, capital commitment, policy issuance, claim payment, or any other commercial outcome.

To the maximum extent permitted by law, in no event will Ven or its affiliates, licensors, or service providers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, business opportunities, goodwill, or anticipated savings, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

In no event will Ven's total aggregate liability arising out of or relating to these Terms or the Service exceed the greater of (a) the total amount you paid to Ven under the applicable Order in the twelve (12) months immediately preceding the event giving rise to the liability, or (b) one hundred U.S. dollars (US$100).

The foregoing limitations apply to the fullest extent permitted by applicable law, and apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the limitations above apply only to the extent permitted by law.

You will defend, indemnify, and hold harmless Ven and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Customer Content, (b) your use of the Service, (c) your breach of these Terms or violation of any law, or (d) your dealings with any counterparty or licensed third party introduced through the Service.

These Terms apply from the date you first use the Service and continue until terminated. You may stop using the Service at any time. We may suspend or terminate your access (a) for material breach of these Terms, (b) where required by law, or (c) for risk to the Service or other users. Upon termination, the rights granted to you will cease and you must stop using the Service. Sections that by their nature should survive termination (including confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution) will survive.

Customer Content may be exported or deleted in accordance with the retention practices described in our Privacy Policy.

These Terms are governed by, and construed in accordance with, the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.1 Informal resolution.

Before filing any claim, the parties agree to attempt to resolve the dispute informally by sending a written notice to daphne@vencover.com with a description of the claim and proposed resolution. The parties will negotiate in good faith for at least sixty (60) days before commencing formal proceedings.

15.2 Arbitration (United States users).

If you are located in the United States, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or its Streamlined Arbitration Rules where the amount in controversy is below the JAMS threshold). The seat of arbitration is Wilmington, Delaware, USA. The arbitrator's award may be entered in any court of competent jurisdiction.

Carve-outs. Either party may (a) bring an individual action in small-claims court for any dispute within that court's jurisdiction, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information.

Class-action waiver. You and Ven each agree to bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative or class proceeding.

Opt-out. You may opt out of this arbitration agreement by sending a written notice to daphne@vencover.com within thirty (30) days of first accepting these Terms, stating your name, your account email, and that you opt out of the arbitration agreement.

15.3 Courts (users outside the United States).

If you are located outside the United States, the parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, USA, for any dispute, claim, or controversy not subject to arbitration above, and waive any objection to venue or forum non conveniens, except that Ven may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information.

15.4 Time to file.

Any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action accrues, or it is permanently barred. If applicable law prohibits a one-year limitation, the claim must be filed within the shortest period permitted by that law.

You represent and warrant that (a) you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions; (b) you are not identified on any U.S. government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Bureau of Industry and Security Entity List); and (c) you will not use the Service in violation of any applicable export-control or sanctions law.

Ven may, at its discretion and without liability, require identity verification, beneficial-ownership disclosure, or sanctions and denied-party screening of any user or organization, and may suspend or terminate access pending the outcome of such verification or screening. Ven's decision not to perform any particular check does not waive your obligations under this Section 16.

Neither party will be liable for any failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, labor disputes, internet or telecommunications outages, governmental orders, or failures of third-party infrastructure providers.

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above. If the changes are material, we will provide additional notice (for example, an in-product banner or an email to your account address) before they take effect. Your continued use of the Service after the new Terms take effect constitutes acceptance of the updated Terms.

19.1 Entire agreement.

These Terms, together with the Privacy Policy and any applicable Order, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and communications regarding the same subject matter.

19.2 Assignment.

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent, and any attempted assignment without consent is void. Ven may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets without your consent.

19.3 Severability; waiver.

If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect. A failure to enforce any provision is not a waiver of any future enforcement of that or any other provision.

19.4 Notices.

Notices to you may be sent to the email address associated with your account or displayed in-product. Notices to Ven must be sent to daphne@vencover.com and, for legal notices, by certified mail to: Ven, Inc., 6900 E Green Lake Way N Apt 244, Seattle, WA 98115-5499, USA.

19.5 No third-party beneficiaries; relationship of the parties.

These Terms do not create any third-party beneficiary rights. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.